LRBs0241/1
KSH:jrd&kmg:ch
1995 - 1996 LEGISLATURE
ASSEMBLY SUBSTITUTE AMENDMENT 1,
To 1995 ASSEMBLY BILL 498
September 20, 1995 - Offered by Representative Green.
AB498-ASA1,1,16
1An Act to renumber and amend 70.21, 178.12, 178.35 (1) and 178.35 (2);
to
2amend 14.38 (14) (intro.), 178.03 (1), 178.15 (1), 178.31 (4), 178.35 (4), 178.40
3(1) (intro.), 178.40 (2) (intro.), 178.40 (3) (intro.), 178.41 (1) (a), 178.41 (1) (b),
4178.42 (3) (intro.), 178.44 (3), 178.45 (1) (b), 178.45 (4) (f), 178.46 (1) (intro.),
5178.46 (1) (e), 178.46 (1) (f), 178.46 (2), 178.46 (4), 178.47 (1) (a) (intro.), 178.47
6(1) (b), 178.47 (2), 178.48 (1) (intro.), 178.48 (2), 178.48 (3), 178.49 (1) (a) (intro.),
7178.49 (1) (b), 178.50 (1), 178.50 (2) (intro.), 178.51 (title), (1), (2), (3) and (4)
8(intro.), 178.52, 180.0401 (2) (b), 180.0401 (3) (a), 180.1506 (2) (b), 180.1506 (3)
9(a), 181.06 (3) (intro.), 182.01 (3) (intro.), 183.0102 (18), 183.0103 (2) (a),
10183.0103 (2) (b), 183.0103 (3) and 183.0103 (4) (a);
to repeal and recreate
11180.0401 (3) (a), 180.1506 (3) (a), 181.06 (3) (intro.) and 183.0103 (4) (a); and
to
12create 70.21 (2), 178.01 (2) (de), 178.01 (2) (dm), 178.01 (2) (g), 178.12 (2), (3)
13and (4), 178.29 (3), 178.40, 178.41, 178.42, 178.43, 178.44, 178.45, 178.46,
14178.47, 178.48, 178.49, 178.50, 178.51, 178.52, 178.53, 180.0401 (2) (a) 9.,
15180.1506 (2) (a) 9. and 183.1002 (3) (d) of the statutes;
relating to: limited
16liability partnerships.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB498-ASA1, s. 1
1Section
1. 14.38 (14) (intro.) of the statutes is amended to read:
AB498-ASA1,2,152
14.38
(14) Name of drafter on documents. (intro.) No articles of
3incorporation, articles of organization, articles of amendment, articles of merger,
4consolidation or share exchange, articles of dissolution, restated articles of
5incorporation, certificate of abandonment, or statement or articles of revocation of
6voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or 187
; no
7registration statement, amendment of a registration statement, or written notice of
8withdrawal under s. 178.40; and no certificate of limited partnership, certificate of
9amendment, restated certificate of limited partnership or certificate of cancellation,
10provided for pursuant to ch. 179, shall be filed by the secretary of state unless the
11name of the individual who, or the governmental agency which, drafted such
12document is printed, typewritten, stamped or written thereon in a legible manner.
13A document complies with this subsection if it contains a statement in the following
14form: "This document was drafted by.... (Name)". This subsection shall not apply to
15a document executed prior to December 1, 1967, or to:
AB498-ASA1, s. 2
16Section
2. 70.21 of the statutes is renumbered 70.21 (1) and amended to read:
AB498-ASA1,3,417
70.21
(1) The Except as provided in sub. (2), the personal property of a
18partnership may be assessed in the names of the persons composing such
19partnership, so far as known or in the firm name or title under which the partnership
20business is conducted, and each partner shall be liable for the taxes levied thereon.
21Undistributed personal property belonging to the estate of a person deceased shall
22be assessed to the executor or administrator if one shall have been appointed and
23qualified, on the first day of January in the year in which the assessment is made,
1otherwise it may be assessed to the estate of such deceased person, and the tax
2thereon shall be paid by the executor or administrator if one be thereafter appointed,
3otherwise by the person or persons in possession of such property at the time of the
4assessment.
AB498-ASA1,3,86
70.21
(2) The personal property of a limited liability partnership shall be
7assessed in the name of the partnership, and each partner shall be liable for the taxes
8levied thereon only to the extent permitted under s. 178.12.
AB498-ASA1, s. 4
9Section
4. 178.01 (2) (de) of the statutes is created to read:
AB498-ASA1,3,1010
178.01
(2) (de) "Department" means the department of financial institutions.
AB498-ASA1, s. 5
11Section
5. 178.01 (2) (dm) of the statutes is created to read:
AB498-ASA1,3,1412
178.01
(2) (dm) "Foreign registered limited liability partnership" means a
13limited liability partnership formed pursuant to an agreement governed by the laws
14of another state or country and registered under the laws of that jurisdiction.
AB498-ASA1, s. 6
15Section
6. 178.01 (2) (g) of the statutes is created to read:
AB498-ASA1,3,1816
178.01
(2) (g) "Registered limited liability partnership" means a partnership
17formed pursuant to an agreement governed by the laws of this state and registered
18under s. 178.40.
AB498-ASA1,3,2220
178.03
(1) A partnership is an association of 2 or more persons to carry on as
21coowners a business for profit.
A partnership includes a registered limited liability
22partnership and a foreign registered limited liability partnership.
AB498-ASA1, s. 8
23Section
8. 178.12 of the statutes is renumbered 178.12 (1) (intro.) and
24amended to read:
AB498-ASA1,3,2525
178.12
(1) (intro.)
All Except as provided in sub. (2), all partners are liable:
AB498-ASA1,4,2
1(a) Jointly and severally for everything chargeable to the partnership under ss.
2178.10 and 178.11
;.
AB498-ASA1,4,43
(b)
jointly Jointly for all other debts and obligations of the partnership
;, but any
4partner may enter into a separate obligation to perform a partnership contract.
AB498-ASA1, s. 9
5Section
9. 178.12 (2), (3) and (4) of the statutes are created to read:
AB498-ASA1,4,126
178.12
(2) Except as provided in sub. (3), a partner in a registered limited
7liability partnership is not personally liable directly or indirectly, or by way of
8indemnification, contribution, assessment or otherwise, for any debt, obligation or
9liability of the partnership, whether in tort, contract or otherwise, and including any
10debt, obligation or liability arising from omissions, negligence, wrongful acts,
11misconduct or malpractice, arising while the partnership is a registered limited
12liability partnership.
AB498-ASA1,4,14
13(3) Subsection (2) does not affect the liability of a partner in a registered limited
14liability partnership for any of the following:
AB498-ASA1,4,1615
(a) The partner's own omissions, negligence, wrongful acts, misconduct or
16malpractice.
AB498-ASA1,4,2017
(b) The omissions, negligence, wrongful acts, misconduct or malpractice of any
18person acting under the partner's actual supervision and control in the specific
19activity in which the omissions, negligence, wrongful acts, misconduct or
20malpractice occurred.
AB498-ASA1,4,2221
(c) Any other debts, obligations and liabilities resulting from the partner's acts
22or conduct other than as a partner.
AB498-ASA1,4,2323
(d) Any liability that the partner may have under s. 13.69 (1).
AB498-ASA1,5,2
24(4) A partner in a registered limited liability partnership is not a proper
25defendant in a proceeding to recover damages or to enforce obligations of the type
1described in sub. (2) unless the partner is alleged in good faith to be personally liable
2under sub. (3).
AB498-ASA1,5,94
178.15
(1) Each partner shall be repaid that partner's contributions, whether
5by way of capital or advances to the partnership property and share equally in the
6profits and surplus remaining after all liabilities, including those to partners, are
7satisfied; and
, except as provided in s. 178.12 (2), each partner must contribute
8towards the losses, whether of capital or otherwise, sustained by the partnership
9according to that partner's share in the profits.
AB498-ASA1,5,1211
178.29
(3) The liability is for a debt, obligation or liability for which the partner
12is not liable as provided in s. 178.12 (2).
AB498-ASA1,5,1714
178.31
(4) The individual property of a deceased partner shall be liable for
all 15those obligations of the partnership incurred while the deceased partner was a
16partner
and for which the deceased partner was liable under s. 178.12 but subject
17to the prior payment of the deceased partner's separate debts.
AB498-ASA1, s. 13
18Section
13. 178.35 (1) of the statutes is renumbered 178.35 (1) (intro.) and
19amended to read:
AB498-ASA1,5,2020
178.35
(1) (intro.) The assets of the partnership are
all of the following:
AB498-ASA1,5,2121
(a)
the partnership Partnership property
,.
AB498-ASA1,5,2322
(b)
the contributions Contributions of the partners
necessary for the payment
23of all the liabilities specified in sub.
(2)
(4).
AB498-ASA1, s. 14
24Section
14. 178.35 (2) of the statutes is renumbered 178.35 (2) (intro.) and
25amended to read:
AB498-ASA1,6,2
1178.35
(2) (intro.) The liabilities of the partnership shall rank in order of
2payment, as follows:
AB498-ASA1,6,33
(a)
those Those owing to creditors other than partners
;.
AB498-ASA1,6,44
(b)
those Those owing to partners other than for capital and profits
;.
AB498-ASA1,6,55
(c)
those Those owing to partners in respect of capital
;.
AB498-ASA1,6,66
(d)
those Those owing to partners in respect of profits.
AB498-ASA1,6,138
178.35
(4) The Except as provided in s. 178.12 (2), the partners shall contribute,
9as provided by s. 178.15 (1), the amount necessary to satisfy
the liabilities,
but and 10if any, but not all, of the partners are insolvent, or, not being subject to process, refuse
11to contribute, the other partners shall contribute their share of the liabilities, and,
12in the relative proportions in which they share the profits, the additional amount
13necessary to pay the liabilities.
AB498-ASA1,6,18
15178.40 Registration of limited liability partnerships. (1) To become a
16registered limited liability partnership or a foreign registered limited liability
17partnership, a partnership shall file with the secretary of state the fee specified in
18s. 178.48 and a registration statement that includes all of the following:
AB498-ASA1,6,1919
(a) A name for the partnership that complies with s. 178.42.
AB498-ASA1,6,2120
(b) If a foreign registered limited liability partnership, the name of the state
21or country under whose law it is formed.
AB498-ASA1,6,2222
(c) The mailing address of its principal office.
AB498-ASA1,6,2423
(d) The street address of the registered office and the name and address of the
24registered agent at that office for service of process.
AB498-ASA1,7,2
1(e) A statement that the partnership registers as a registered limited liability
2partnership or a foreign registered limited liability partnership.
AB498-ASA1,7,33
(f) Any other information that the partnership determines to include.
AB498-ASA1,7,6
4(2) A registered limited liability partnership or a foreign registered limited
5liability partnership may amend its registration statement at any time by filing with
6the secretary of state a statement that includes all of the following: