AB498-ASA1, s. 50
1Section
50. 178.50 (2) (intro.) of the statutes, as created by 1995 Wisconsin
2Act .... (this act), is amended to read:
AB498-ASA1,23,63
178.50
(2) (intro.) To correct a document under sub. (1), a registered limited
4liability partnership or a foreign registered limited liability partnership holding a
5certificate of authority under s. 178.40 shall file with the
secretary of state 6department articles of correction that include all of the following:
AB498-ASA1,23,13
8178.51 Filing duty of the secretary of state. (1) Upon receipt of a document
9by the office of the secretary of state for filing, the secretary of state shall stamp or
10otherwise endorse the date and time of receipt on the original document copy and,
11upon request, any additional document copy received. The secretary of state shall
12return any additional document copy to the person delivering it, as confirmation of
13the date and time of receipt.
AB498-ASA1,23,19
14(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the
15secretary of state shall file the document by stamping or otherwise endorsing "Filed",
16together with the secretary's title, on both the original and the document copy. After
17filing a document, the secretary of state shall deliver the document copy to the
18registered limited liability partnership or to the foreign registered limited liability
19partnership or to its representative.
AB498-ASA1,23,2320
(b) If a registered limited liability partnership or foreign registered limited
21liability partnership is in default in the payment of any fee required under s. 178.48,
22the secretary of state shall refuse to file any document relating to the partnership
23until all delinquent fees are paid.
AB498-ASA1,24,2
24(3) (a) If the secretary of state refuses to file a document, the secretary of state
25shall return it to the partnership, or to its representative, within 5 business days
1after the document is received by the office of the secretary of state for filing, together
2with a brief written explanation of the reason for the secretary of state's refusal.
AB498-ASA1,24,43
(b) The secretary of state's failure to either file or return a document within 5
4business days after it was received constitutes a refusal to file.
AB498-ASA1,24,105
(c) If a document that has been refused for filing by the secretary of state is
6resubmitted for filing by the secretary of state, the effective date of the document
7under s. 178.49 is the date that the resubmitted document is received by the
8secretary of state for filing or a delayed effective date specified in the resubmitted
9document in accordance with s. 178.49 (2). The effective time of the resubmitted
10document shall be determined under s. 178.49 (1) or (2), whichever is applicable.
AB498-ASA1,24,12
11(4) Except as provided in s. 178.41 (1), the secretary of state's filing of a
12document or refusal to file a document does not do any of the following:
AB498-ASA1,24,1313
(a) Affect the validity or invalidity of the document in whole or part.
AB498-ASA1,24,1514
(b) Relate to the correctness or incorrectness of information contained in the
15document.
AB498-ASA1,24,1716
(c) Create a presumption that the document is valid or invalid or that
17information contained in the document is correct or incorrect.
AB498-ASA1, s. 52
18Section
52. 178.51 (title), (1), (2), (3) and (4) (intro.) of the statutes, as created
19by 1995 Wisconsin Act .... (this act), are amended to read:
AB498-ASA1,25,2
20178.51 (title)
Filing duty of the secretary of state department. (1) Upon
21receipt of a document by the
office of the secretary of state department for filing, the
22secretary of state department shall stamp or otherwise endorse the date and time of
23receipt on the original document copy and, upon request, any additional document
24copy received. The
secretary of state department shall return any additional
1document copy to the person delivering it, as confirmation of the date and time of
2receipt.
AB498-ASA1,25,8
3(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the
4secretary of state department shall file the document by stamping or otherwise
5endorsing "Filed"
, together with the secretary's title, on both the original and the
6document copy. After filing a document, the
secretary of state department shall
7deliver the document copy to the registered limited liability partnership or to the
8foreign registered limited liability partnership or to its representative.
AB498-ASA1,25,129
(b) If a registered limited liability partnership or foreign registered limited
10liability partnership is in default in the payment of any fee required under s. 178.48,
11the
secretary of state department shall refuse to file any document relating to the
12partnership until all delinquent fees are paid.
AB498-ASA1,25,17
13(3) (a) If the
secretary of state
department refuses to file a document, the
14secretary of state department shall return it to the partnership, or to its
15representative, within 5 business days after the document is received by the office
16of the
secretary of state department for filing, together with a brief written
17explanation of the reason for the
secretary of state's
department's refusal.
AB498-ASA1,25,1918
(b) The
secretary of state's department's failure to either file or return a
19document within 5 business days after it was received constitutes a refusal to file.
AB498-ASA1,26,220
(c) If a document that has been refused for filing by the
secretary of state 21department is resubmitted for filing by the
secretary of state department, the
22effective date of the document under s. 178.49 is the date that the resubmitted
23document is received by the
secretary of state department for filing or a delayed
24effective date specified in the resubmitted document in accordance with s. 178.49 (2).
1The effective time of the resubmitted document shall be determined under s. 178.49
2(1) or (2), whichever is applicable.
AB498-ASA1,26,5
3(4) (intro.) Except as provided in s. 178.41 (1), the
secretary of state's 4department's filing of a document or refusal to file a document does not do any of the
5following:
AB498-ASA1,26,13
7178.52 Appeal from secretary of state's refusal to file document. (1) If
8the secretary of state refuses to file a document received for filing, the partnership
9may appeal the refusal by filing a petition in circuit court to compel the secretary of
10state to file the document. The partnership shall file the petition in the circuit court
11for the county where the partnership's principal office or, if none in this state, its
12registered office is located. The partnership shall attach to the petition the document
13and any explanation by the secretary of state of the reasons for the refusal to file.
AB498-ASA1,26,18
14(2) The partnership shall file the petition under sub. (1) within 30 days after
15the secretary of state returns the document under s. 178.51 (3) (a). If the secretary
16of state does not return the document within the period specified in s. 178.51 (3) (b),
17the partnership shall file the petition within 30 days after the period specified in s.
18178.51 (3) (b) expires.
AB498-ASA1,26,21
19(3) The court may summarily order the secretary of state to file the document
20or take other action that the court considers appropriate. The court's final decision
21may be appealed as in other civil proceedings.
AB498-ASA1,26,24
22(4) If the court orders the secretary of state to file the document under sub. (3),
23the effective date of the document shall be the date on which it was received by the
24secretary of state or a delayed effective date, if specified under s. 178.49 (2).
AB498-ASA1, s. 54
1Section
54. 178.52 of the statutes, as created by 1995 Wisconsin Act .... (this
2act), is amended to read:
AB498-ASA1,27,10
3178.52 (title)
Appeal from secretary of state's department's refusal to
4file document. (1) If the
secretary of state department refuses to file a document
5received for filing, the partnership may appeal the refusal by filing a petition in
6circuit court to compel the
secretary of state department to file the document. The
7partnership shall file the petition in the circuit court for the county where the
8partnership's principal office or, if none in this state, its registered office is located.
9The partnership shall attach to the petition the document and any explanation by
10the
secretary of state department of the reasons for the refusal to file.
AB498-ASA1,27,15
11(2) The partnership shall file the petition under sub. (1) within 30 days after
12the
secretary of state department returns the document under s. 178.51 (3) (a). If the
13secretary of state department does not return the document within the period
14specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days
15after the period specified in s. 178.51 (3) (b) expires.
AB498-ASA1,27,18
16(3) The court may summarily order the
secretary of state department to file the
17document or take other action that the court considers appropriate. The court's final
18decision may be appealed as in other civil proceedings.
AB498-ASA1,27,22
19(4) If the court orders the
secretary of state department to file the document
20under sub. (3), the effective date of the document shall be the date on which it was
21received by the
secretary of state department or a delayed effective date, if specified
22under s. 178.49 (2).
AB498-ASA1,28,5
24178.53 Applicability to foreign and interstate commerce. A partnership,
25including a registered limited liability partnership, formed pursuant to an
1agreement governed by this chapter, may conduct its business, carry on its
2operations and govern its internal affairs in accordance with this chapter, and may
3exercise the powers and enjoy the limitations on partner liability granted under this
4chapter, in any state, territory, district or possession of the United States or in any
5foreign country.
AB498-ASA1, s. 56
6Section
56. 180.0401 (2) (a) 9. of the statutes is created to read:
AB498-ASA1,28,87
180.0401
(2) (a) 9. The name of a limited liability partnership formed under the
8laws of, or registered in, this state.
AB498-ASA1,28,1410
180.0401
(2) (b) The corporate name of a corporation is not distinguishable
11from a name referred to in par. (a) 1. to
8. 9. if the only difference between it and the
12other name is the inclusion or absence of a word or words referred to in sub. (1) (a)
131. or of the words "limited partnership",
"limited liability partnership", "cooperative"
14or "limited liability company" or an abbreviation of these words.
AB498-ASA1,28,2116
180.0401
(3) (a) The other corporation or the foreign corporation, limited
17liability company, nonstock corporation, limited partnership
, limited liability
18partnership or cooperative association consents to the use in writing and submits an
19undertaking in a form satisfactory to the secretary of state to change its name to a
20name that is distinguishable upon the records of the secretary of state from the name
21of the applicant.
AB498-ASA1, s. 59
22Section
59. 180.0401 (3) (a) of the statutes, as affected by 1995 Wisconsin Acts
2327 and .... (this act), is repealed and recreated to read:
AB498-ASA1,29,424
180.0401
(3) (a) The other corporation or the foreign corporation, limited
25liability company, nonstock corporation, limited partnership, limited liability
1partnership or cooperative association consents to the use in writing and submits an
2undertaking in a form satisfactory to the department to change its name to a name
3that is distinguishable upon the records of the department from the name of the
4applicant.
AB498-ASA1, s. 60
5Section
60. 180.1506 (2) (a) 9. of the statutes is created to read:
AB498-ASA1,29,76
180.1506
(2) (a) 9. The name of a limited liability partnership formed under the
7laws of, or registered in, this state.
AB498-ASA1,29,149
180.1506
(2) (b) The corporate name of a foreign corporation is not
10distinguishable from a name referred to in par. (a) 1. to
8. 9. if the only difference
11between it and the other name is the inclusion or absence of a word or words referred
12to in s. 180.0401 (1) (a) 1. or of the words "limited partnership",
"limited liability
13partnership", "cooperative" or "limited liability company" or an abbreviation of these
14words.
AB498-ASA1,29,2116
180.1506
(3) (a) The other foreign corporation or the domestic corporation,
17limited liability company, nonstock corporation, limited partnership
, limited
18liability partnership or cooperative association consents to the use in writing and
19submits an undertaking in a form satisfactory to the secretary of state to change its
20name to a name that is distinguishable upon the records of the secretary of state from
21the name of the applicant.
AB498-ASA1, s. 63
22Section
63. 180.1506 (3) (a) of the statutes, as affected by 1995 Wisconsin Acts
2327 and .... (this act), is repealed and recreated to read:
AB498-ASA1,30,424
180.1506
(3) (a) The other foreign corporation or the domestic corporation,
25limited liability company, nonstock corporation, limited partnership, limited
1liability partnership or cooperative association consents to the use in writing and
2submits an undertaking in a form satisfactory to the department to change its name
3to a name that is distinguishable upon the records of the department from the name
4of the applicant.
AB498-ASA1, s. 64
5Section
64. 181.06 (3) (intro.) of the statutes is amended to read:
AB498-ASA1,30,146
181.06
(3) (intro.) Shall not be the same as or deceptively similar to the name
7of any corporation, limited liability company
, limited liability partnership or limited
8partnership existing under any law of this state, or any foreign corporation, foreign
9limited liability company
, foreign limited liability partnership or foreign limited
10partnership authorized to transact business or conduct affairs in this state, or a
11name the exclusive right to which is at the time reserved in the manner provided in
12this chapter or reserved or registered in the manner provided in ch. 180, except that
13this subsection shall not apply if the applicant files with the secretary of state either
14of the following:
AB498-ASA1, s. 65
15Section
65. 181.06 (3) (intro.) of the statutes, as affected by 1995 Wisconsin
16Acts 27 and .... (this act), is repealed and recreated to read:
AB498-ASA1,30,2517
181.06
(3) (intro.) Shall not be the same as or deceptively similar to the name
18of any corporation, limited liability company, limited liability partnership or limited
19partnership existing under any law of this state, or any foreign corporation, foreign
20limited liability company, foreign limited liability partnership or foreign limited
21partnership authorized to transact business or conduct affairs in this state, or a
22name the exclusive right to which is at the time reserved in the manner provided in
23this chapter or reserved or registered in the manner provided in ch. 180, except that
24this subsection shall not apply if the applicant files with the department either of the
25following:
AB498-ASA1,31,153
182.01
(3) (intro.) No articles of incorporation, articles of organization, articles
4of amendment, articles of merger, consolidation or share exchange, articles of
5dissolution, restated articles of incorporation, certificate of abandonment, or
6statement or articles of revocation of voluntary dissolution, provided for pursuant to
7ch. 180, 181, 183, 185 or 187;
no registration statement, amendment of a registration
8statement, or written notice of withdrawal under s. 178.40; and no certificate of
9limited partnership, certificate of amendment, restated certificate of limited
10partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be
11filed by the department unless the name of the individual who, or the governmental
12agency which, drafted such document is printed, typewritten, stamped or written
13thereon in a legible manner. A document complies with this subsection if it contains
14a statement in the following form: "This document was drafted by.... (Name)". This
15subsection shall not apply to a document executed prior to December 1, 1967, or to:
AB498-ASA1,31,1917
183.0102
(18) "Person" includes an individual, a
general partnership, a limited 18partnership, a domestic or foreign limited liability company, a trust, an estate, an
19association, a corporation or any other legal or commercial entity.
AB498-ASA1,31,2321
183.0103
(2) (a) The name of any other limited liability company, a corporation,
22a nonstock corporation, a limited partnership
, a limited liability partnership or a
23cooperative association existing under the laws of this state.
AB498-ASA1,32,5
1183.0103
(2) (b) The name of any foreign limited liability company, foreign
2corporation, foreign nonstock corporation, foreign limited partnership
, foreign
3limited liability partnership or foreign cooperative association, or the designated,
4registered or fictitious name under which any such entity is licensed to transact
5business in this state.
AB498-ASA1,32,127
183.0103
(3) The name of a limited liability company is not distinguishable
8from a name referred to in sub. (2) (a) to (c) if the only difference between it and the
9other name is the inclusion or absence of a word or words referred to in sub. (1) or
10of the words "corporation", "incorporated", "limited", "company", "limited
11partnership"
, "limited liability partnership" or "cooperative" or an abbreviation of
12these words.
AB498-ASA1,32,1914
183.0103
(4) (a) The other limited liability company, corporation, nonstock
15corporation, limited partnership
, limited liability partnership or cooperative
16association consents to the use in writing and submits an undertaking in a form
17satisfactory to the secretary of state to change its name to a name that is
18distinguishable upon the records of the secretary of state from the name of the
19applicant.
AB498-ASA1, s. 72
20Section
72. 183.0103 (4) (a) of the statutes, as affected by 1995 Wisconsin Acts
2127 and .... (this act), is repealed and recreated to read:
AB498-ASA1,33,222
183.0103
(4) (a) The other limited liability company, corporation, nonstock
23corporation, limited partnership, limited liability partnership or cooperative
24association consents to the use in writing and submits an undertaking in a form
1satisfactory to the department to change its name to a name that is distinguishable
2upon the records of the department from the name of the applicant.
AB498-ASA1,33,54
183.1002
(3) (d) The foreign limited liability partnership is a limited partner
5of a limited partnership that is transacting business in this state.
AB498-ASA1, s. 74
6Section
74.
Effective dates. This act takes effect on the day after
7publication, except as follows:
AB498-ASA1,33,158
(1) The amendment of sections 178.40 (1) (intro.), (2) (intro.) and (3) (intro.),
9178.41 (1) (a) and (b), 178.42 (3) (intro.), 178.44 (3), 178.45 (1) (b) and (4) (f), 178.46
10(1) (intro.), (e) and (f), (2) and (4), 178.47 (1) (a) (intro.) and (b) and (2), 178.48 (1)
11(intro.), (2) and (3), 178.49 (1) (a) (intro.) and (b), 178.50 (1) and (2) (intro.), 178.51
12(title), (1), (2), (3) and (4) (intro.), 178.52 and 182.01 (3) (intro.) of the statutes, the
13repeal and recreation of sections 180.0401 (3) (a), 180.1506 (3) (a), 181.06 (3) (intro.)
14and 183.0103 (4) (a) of the statutes and the creation of section 178.01 (2) (de) of the
15statutes take effect on July 1, 1996.