AB150: Bill Text Engrossed

AB150-engrossed,1581,16 179.11 (1) (intro.) To form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state with the department. The certificate shall be filed together with a fee of $70 and shall contain all of the following information:

AB150-engrossed, s. 4502b Section 4502b. 179.11 (2) of the statutes is amended to read:

AB150-engrossed,1581,21 179.11 (2) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state with the department or at any later time specified in the certificate of limited partnership, if there has been substantial compliance with this section.

AB150-engrossed, s. 4503b Section 4503b. 179.12 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1581,25 179.12 (1) (intro.) A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state with the department, together with a fee of $25. The certificate shall specify all of the following:

AB150-engrossed, s. 4504b Section 4504b. 179.12 (6) of the statutes is amended to read:

AB150-engrossed,1582,4 179.12 (6) Except as otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective on its filing in the office of the secretary of state department.

AB150-engrossed, s. 4505b Section 4505b. 179.13 (intro.) of the statutes is amended to read:

AB150-engrossed,1582,11 179.13 Cancellation of certificate. (intro.) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 in the office of the secretary of state with the department and shall specify all of the following:

AB150-engrossed, s. 4506b Section 4506b. 179.14 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1582,15 179.14 (1) (intro.) Each certificate required by this subchapter to be filed in the office of the secretary of state with the department shall be executed in the following manner:

AB150-engrossed, s. 4507b Section 4507b. 179.15 of the statutes is amended to read:

AB150-engrossed,1582,23 179.15 Execution of certificate by court order. If a person required by s. 179.14 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state department to record an appropriate certificate.

AB150-engrossed, s. 4508b Section 4508b. 179.16 (title) of the statutes is amended to read:

AB150-engrossed,1583,2 179.16 (title) Filing with the secretary of state department of financial institutions.

AB150-engrossed, s. 4509b Section 4509b. 179.16 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1583,10 179.16 (1) (intro.)  Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation or of any court order under s. 179.15 shall be delivered to the secretary of state department. A person who executes a certificate as an officer, general partner or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the document does not conform to law, upon receipt of all filing fees the secretary of state department shall do all of the following:

AB150-engrossed, s. 4510b Section 4510b. 179.16 (1) (b) of the statutes is amended to read:

AB150-engrossed,1583,12 179.16 (1) (b) File one duplicate original in his or her office the department.

AB150-engrossed, s. 4511b Section 4511b. 179.16 (2) of the statutes is amended to read:

AB150-engrossed,1583,18 179.16 (2) Upon the filing of a certificate of amendment or court order of amendment in the office of the secretary of state department, the certificate of limited partnership shall be amended as set forth in the certificate or order, and upon the effective date of a certificate of cancellation or court order of cancellation, the certificate of limited partnership is canceled.

AB150-engrossed, s. 4512b Section 4512b. 179.16 (3) (a) (intro.) of the statutes is amended to read:

AB150-engrossed,1583,21 179.16 (3) (a) (intro.) The secretary of state department may waive any of the following:

AB150-engrossed, s. 4513b Section 4513b. 179.16 (3) (a) 2. of the statutes is amended to read:

AB150-engrossed,1583,25 179.16 (3) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.

AB150-engrossed, s. 4514b Section 4514b. 179.16 (4) (intro.) of the statutes is amended to read:

AB150-engrossed,1584,3 179.16 (4) (intro.) The secretary of state department shall charge and collect for:

AB150-engrossed, s. 4515b Section 4515b. 179.16 (5) of the statutes is amended to read:

AB150-engrossed,1584,9 179.16 (5) The secretary of state department shall charge and collect, for processing a document required or permitted to be filed under this chapter in an expeditious manner, or preparing the information under sub. (4) in an expeditious manner, the expedited service fee under s. 14.38 (9) s. 182.01 (4) in addition to the fee required by other provisions of this chapter.

AB150-engrossed, s. 4516b Section 4516b. 179.18 of the statutes is amended to read:

AB150-engrossed,1584,14 179.18 Notice conferred by filing. The fact that a certificate of limited partnership is on file in the office of the secretary of state with the department is notice that the partnership is a limited partnership and the persons designated as general partners are general partners, but it is not notice of any other fact.

AB150-engrossed, s. 4517b Section 4517b. 179.185 (1) of the statutes is amended to read:

AB150-engrossed,1584,21 179.185 (1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 in the office of the secretary of state with the department.

AB150-engrossed, s. 4518b Section 4518b. 179.185 (4) of the statutes is amended to read:

AB150-engrossed,1585,2 179.185 (4) On filing the restated certificate with the secretary of state department, the original certificate, as amended under this subchapter, is superseded. After its filing, the restated certificate is the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

AB150-engrossed, s. 4519b Section 4519b. 179.19 of the statutes is amended to read:

AB150-engrossed,1585,8 179.19 Delivery of certificates to limited partners. Upon the return by the secretary of state department under s. 179.16 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.

AB150-engrossed, s. 4520b Section 4520b. 179.24 (1) (b) of the statutes is amended to read:

AB150-engrossed,1585,13 179.24 (1) (b) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state with the department, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph.

AB150-engrossed, s. 4521b Section 4521b. 179.82 (intro.) of the statutes is amended to read:

AB150-engrossed,1585,19 179.82 Registration. (intro.) Before transacting business in this state, a foreign limited partnership shall register with the secretary of state department. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth all of the following:

AB150-engrossed, s. 4522b Section 4522b. 179.82 (5) of the statutes is amended to read:

AB150-engrossed,1585,24 179.82 (5) A statement that the secretary of state department is appointed the agent of the foreign limited partnership for service of process under s. 179.88 if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.

AB150-engrossed, s. 4523b Section 4523b. 179.83 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1586,3 179.83 (1) (intro.) If the secretary of state department finds that an application for registration conforms to law and all requisite fees have been paid, he or she the department shall:

AB150-engrossed, s. 4524b Section 4524b. 179.83 (1) (b) of the statutes is amended to read:

AB150-engrossed,1586,5 179.83 (1) (b) File in his or her office a duplicate original of the application.

AB150-engrossed, s. 4525b Section 4525b. 179.84 of the statutes is amended to read:

AB150-engrossed,1586,9 179.84 Name. A foreign limited partnership may register with the secretary of state department under any name that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.

AB150-engrossed, s. 4526b Section 4526b. 179.85 of the statutes is amended to read:

AB150-engrossed,1586,16 179.85 Amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state with the department, together with a filing fee of $15, a certificate, signed and sworn to by a general partner, correcting the statement.

AB150-engrossed, s. 4527b Section 4527b. 179.86 (1) of the statutes is amended to read:

AB150-engrossed,1586,20 179.86 (1) A foreign limited partnership may cancel its registration by filing with the secretary of state department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner.

AB150-engrossed, s. 4528b Section 4528b. 179.86 (2) of the statutes is amended to read:

AB150-engrossed,1586,24 179.86 (2) A cancellation does not terminate the authority of the secretary of state department to accept service of process on the foreign limited partnership with respect to claims arising out of the transaction of business in this state.

AB150-engrossed, s. 4529b Section 4529b. 179.87 (4) of the statutes is amended to read:

AB150-engrossed,1587,4 179.87 (4) A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state department as its agent for service of process under s. 179.88 with respect to claims arising out of the transaction of business in this state.

AB150-engrossed, s. 4530b Section 4530b. 179.88 of the statutes is amended to read:

AB150-engrossed,1587,15 179.88 Substituted service. Service of process on the secretary of state department under this subchapter shall be made by serving of duplicate copies of the process on the secretary of state department, together with a fee of $10. The secretary of state department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization. The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The secretary of state department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.

AB150-engrossed, s. 4531b Section 4531b. 180.0103 (6m) of the statutes is created to read:

AB150-engrossed,1587,18 180.0103 (6m) "Department", except in subs. (8) and (18), means the department of financial institutions.

AB150-engrossed, s. 4532b Section 4532b. 180.0120 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1587,23 180.0120 (1) (intro.) Except as provided in sub. (4), a document required or permitted to be filed under this chapter in the office of the secretary of state with the department must satisfy all of the following requirements to be filed under s. 180.0125 (2) (a):

AB150-engrossed, s. 4533b Section 4533b. 180.0120 (1) (d) of the statutes is amended to read:

AB150-engrossed,1588,2 180.0120 (1) (d) Contain the name of the drafter, if required by s. 14.38 (14) 182.01 (3).

AB150-engrossed, s. 4534b Section 4534b. 180.0120 (1) (f) of the statutes is amended to read:

AB150-engrossed,1588,5 180.0120 (1) (f) Be on the form prescribed by the secretary of state department if the document is described in s. 180.0121 (1).

AB150-engrossed, s. 4535b Section 4535b. 180.0120 (1) (g) of the statutes is amended to read:

AB150-engrossed,1588,9 180.0120 (1) (g) Be delivered to the office of the secretary of state department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 180.0122.

AB150-engrossed, s. 4536b Section 4536b. 180.0120 (2) of the statutes is amended to read:

AB150-engrossed,1588,13 180.0120 (2) The secretary of state department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

AB150-engrossed, s. 4537b Section 4537b. 180.0120 (4) of the statutes is amended to read:

AB150-engrossed,1588,17 180.0120 (4) The secretary of state department may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

AB150-engrossed, s. 4538b Section 4538b. 180.0121 (1) (a) (intro.) of the statutes is amended to read:

AB150-engrossed,1588,20 180.0121 (1) (a) (intro.) The secretary of state department shall prescribe and furnish on request forms for all of the following documents:

AB150-engrossed, s. 4539b Section 4539b. 180.0121 (1) (b) of the statutes is amended to read:

AB150-engrossed,1588,24 180.0121 (1) (b) The forms prescribed by the secretary of state department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.

AB150-engrossed, s. 4540b Section 4540b. 180.0121 (2) of the statutes is amended to read:

AB150-engrossed,1589,3 180.0121 (2) The secretary of state department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

AB150-engrossed, s. 4541b Section 4541b. 180.0122 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1589,7 180.0122 (1) (intro.) The secretary of state department shall collect the following fees when the documents described in this subsection are delivered to him or her for filing or, under pars. (e) and (f), the telephone applications are made:

AB150-engrossed, s. 4542b Section 4542b. 180.0122 (2) of the statutes is amended to read:

AB150-engrossed,1589,12 180.0122 (2) The secretary of state department shall collect a $10 fee each time process is served on him or her the department under this chapter. The party to a civil, criminal, administrative or investigatory proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.

AB150-engrossed, s. 4543b Section 4543b. 180.0122 (3) (intro.) of the statutes is amended to read:

AB150-engrossed,1589,15 180.0122 (3) (intro.) The secretary of state department may not collect a fee for any of the following:

AB150-engrossed, s. 4544b Section 4544b. 180.0122 (4) of the statutes is amended to read:

AB150-engrossed,1589,21 180.0122 (4) In addition to the fees required under sub. (1), the secretary of state department shall collect the expedited service fee under s. 14.38 (9) s. 182.01 (4) for processing in an expeditious manner a document required or permitted to be filed under this chapter or for preparing in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).

AB150-engrossed, s. 4545b Section 4545b. 180.0123 (1) (a) (intro.) of the statutes is amended to read:

AB150-engrossed,1590,2 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a document filed by the secretary of state department under this chapter is effective on the date that it is received by the office of the secretary of state department for filing and at any of the following times on that date: