AB150-engrossed,1581,2118
179.11
(2) A limited partnership is formed at the time of the filing of the
19certificate of limited partnership
in the office of the secretary of state with the
20department or at any later time specified in the certificate of limited partnership, if
21there has been substantial compliance with this section.
AB150-engrossed,1581,2523
179.12
(1) (intro.) A certificate of limited partnership is amended by filing a
24certificate of amendment
in the office of the secretary of state with the department,
25together with a fee of $25. The certificate shall specify all of the following:
AB150-engrossed,1582,42
179.12
(6) Except as otherwise provided in this chapter or in the certificate of
3amendment, a certificate of amendment is effective on its filing in the
office of the
4secretary of state department.
AB150-engrossed,1582,11
6179.13 Cancellation of certificate. (intro.) A certificate of limited
7partnership shall be canceled upon the dissolution and the commencement of
8winding up of the limited partnership or at any other time that there are no limited
9partners. A certificate of cancellation shall be filed together with a fee of $10
in the
10office of the secretary of state with the department and shall specify all of the
11following:
AB150-engrossed,1582,1513
179.14
(1) (intro.) Each certificate required by this subchapter to be filed
in the
14office of the secretary of state with the department shall be executed in the following
15manner:
AB150-engrossed,1582,23
17179.15 Execution of certificate by court order. If a person required by s.
18179.14 to execute any certificate fails or refuses to do so, any other person who is
19adversely affected by the failure or refusal, may petition the circuit court to direct
20the execution of the certificate. If the court finds that it is proper for the certificate
21to be executed and that any person so designated has failed or refused to execute the
22certificate, it shall order the
secretary of state
department to record an appropriate
23certificate.
AB150-engrossed,1583,2
1179.16 (title)
Filing with the
secretary of state department of financial
2institutions.
AB150-engrossed,1583,104
179.16
(1) (intro.) Two signed copies of the certificate of limited partnership
5and of any certificates of amendment or cancellation or of any court order under s.
6179.15 shall be delivered to the
secretary of state
department. A person who executes
7a certificate as an officer, general partner or fiduciary need not exhibit evidence of
8his or her authority as a prerequisite to filing. Unless the document does not conform
9to law, upon receipt of all filing fees the
secretary of state department shall do all of
10the following:
AB150-engrossed,1583,1212
179.16
(1) (b) File one duplicate original in
his or her office the department.
AB150-engrossed,1583,1814
179.16
(2) Upon the filing of a certificate of amendment or court order of
15amendment in the
office of the secretary of state
department, the certificate of
16limited partnership shall be amended as set forth in the certificate or order, and upon
17the effective date of a certificate of cancellation or court order of cancellation, the
18certificate of limited partnership is canceled.
AB150-engrossed,1583,2120
179.16
(3) (a) (intro.) The
secretary of state department may waive any of the
21following:
AB150-engrossed,1583,2523
179.16
(3) (a) 2. An omission or defect in a document, if the
secretary of state 24department determines from the face of the document that the omission or defect is
25immaterial.
AB150-engrossed,1584,32
179.16
(4) (intro.) The
secretary of state department shall charge and collect
3for:
AB150-engrossed,1584,95
179.16
(5) The
secretary of state
department shall charge and collect, for
6processing a document required or permitted to be filed under this chapter in an
7expeditious manner, or preparing the information under sub. (4) in an expeditious
8manner, the expedited service fee under
s. 14.38 (9)
s. 182.01 (4) in addition to the
9fee required by other provisions of this chapter.
AB150-engrossed,1584,14
11179.18 Notice conferred by filing. The fact that a certificate of limited
12partnership is on file
in the office of the secretary of state with the department is
13notice that the partnership is a limited partnership and the persons designated as
14general partners are general partners, but it is not notice of any other fact.
AB150-engrossed,1584,2116
179.185
(1) A limited partnership may integrate into a single instrument the
17operative provisions of its certificate of limited partnership, as shown by the original
18certificate and amendments filed under this subchapter, and it may at the same time
19also further amend its certificate of limited partnership by adopting a restated
20certificate of limited partnership. The restated certificate shall be filed together with
21a fee of $25
in the office of the secretary of state
with the department.
AB150-engrossed,1585,223
179.185
(4) On filing the restated certificate with the
secretary of state 24department, the original certificate, as amended under this subchapter, is
25superseded. After its filing, the restated certificate is the certificate of limited
1partnership of the limited partnership, but the original effective date of formation
2shall remain unchanged.
AB150-engrossed,1585,8
4179.19 Delivery of certificates to limited partners. Upon the return by
5the
secretary of state department under s. 179.16 of a certificate marked "Filed", the
6general partners shall promptly deliver or mail a copy of the certificate of limited
7partnership and each certificate to each limited partner unless the partnership
8agreement provides otherwise.
AB150-engrossed,1585,1310
179.24
(1) (b) Withdraws from future equity participation in the enterprise by
11executing and filing
in the office of the secretary of state with the department,
12together with a $15 filing fee, a certificate declaring withdrawal under this
13paragraph.
AB150-engrossed,1585,19
15179.82 Registration. (intro.) Before transacting business in this state, a
16foreign limited partnership shall register with the
secretary of state department. A
17foreign limited partnership shall submit in duplicate, together with a filing fee of
18$75, an application for registration as a foreign limited partnership, signed and
19sworn to by a general partner and setting forth all of the following:
AB150-engrossed,1585,2421
179.82
(5) A statement that the
secretary of state department is appointed the
22agent of the foreign limited partnership for service of process under s. 179.88 if the
23agent's authority has been revoked or the agent cannot be found or served with the
24exercise of reasonable diligence.
AB150-engrossed,1586,3
1179.83
(1) (intro.) If the
secretary of state department finds that an application
2for registration conforms to law and all requisite fees have been paid,
he or she the
3department shall:
AB150-engrossed,1586,55
179.83
(1) (b) File
in his or her office a duplicate original of the application.
AB150-engrossed,1586,9
7179.84 Name. A foreign limited partnership may register with the
secretary
8of state department under any name that includes without abbreviation the words
9"limited partnership" and that could be registered by a domestic limited partnership.
AB150-engrossed,1586,16
11179.85 Amendments. If any statement in the application for registration of
12a foreign limited partnership was false when made or any arrangements or other
13facts described have changed, making the application inaccurate in any respect, the
14foreign limited partnership shall promptly file
in the office of the secretary of state 15with the department, together with a filing fee of $15, a certificate, signed and sworn
16to by a general partner, correcting the statement.
AB150-engrossed,1586,2018
179.86
(1) A foreign limited partnership may cancel its registration by filing
19with the
secretary of state department, together with a filing fee of $15, a certificate
20of cancellation signed and sworn to by a general partner.
AB150-engrossed,1586,2422
179.86
(2) A cancellation does not terminate the authority of the
secretary of
23state department to accept service of process on the foreign limited partnership with
24respect to claims arising out of the transaction of business in this state.
AB150-engrossed,1587,4
1179.87
(4) A foreign limited partnership, by transacting business in this state
2without registration, appoints the
secretary of state
department as its agent for
3service of process under s. 179.88 with respect to claims arising out of the transaction
4of business in this state.
AB150-engrossed,1587,15
6179.88 Substituted service. Service of process on the
secretary of state 7department under this subchapter shall be made by serving of duplicate copies of the
8process on the
secretary of state department, together with a fee of $10. The
9secretary of state department shall mail notice of the service and a copy of the process
10within 10 days addressed to the foreign limited partnership at its office in the state
11of its organization. The time within which the foreign limited partnership may
12answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after
13the date of the mailing. The
secretary of state
department shall keep a record of
14service of process under this section showing the day and hour of service and the date
15of mailing.
AB150-engrossed,1587,1817
180.0103
(6m) "Department", except in subs. (8) and (18), means the
18department of financial institutions.
AB150-engrossed,1587,2320
180.0120
(1) (intro.) Except as provided in sub. (4), a document required or
21permitted to be filed under this chapter
in the office of the secretary of state with the
22department must satisfy all of the following requirements to be filed under s.
23180.0125 (2) (a):
AB150-engrossed,1588,2
1180.0120
(1) (d) Contain the name of the drafter, if required by s.
14.38 (14) 2182.01 (3).
AB150-engrossed,1588,54
180.0120
(1) (f) Be on the form prescribed by the
secretary of state department 5if the document is described in s. 180.0121 (1).
AB150-engrossed,1588,97
180.0120
(1) (g) Be delivered to the
office of the secretary of state department 8for filing and be accompanied by one exact or conformed copy and the filing fee
9required by s. 180.0122.
AB150-engrossed,1588,1311
180.0120
(2) The
secretary of state
department shall file photocopies or other
12reproduced copies of typewritten or printed documents if the copies are manually
13signed and satisfy this section.
AB150-engrossed,1588,1715
180.0120
(4) The
secretary of state
department may waive any of the
16requirements of subs. (1) to (3) if it appears from the face of the document that the
17document's failure to satisfy the requirement is immaterial.
AB150-engrossed,1588,2019
180.0121
(1) (a) (intro.) The
secretary of state department shall prescribe and
20furnish on request forms for all of the following documents:
AB150-engrossed,1588,2422
180.0121
(1) (b) The forms prescribed by the
secretary of state department 23under par. (a) 1., 2. and 3. shall require disclosure of only the information required
24under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
AB150-engrossed,1589,3
1180.0121
(2) The
secretary of state department may prescribe and furnish on
2request forms for other documents required or permitted to be filed by this chapter,
3but use of these forms is not mandatory.
AB150-engrossed,1589,75
180.0122
(1) (intro.) The
secretary of state department shall collect the
6following fees when the documents described in this subsection are delivered
to him
7or her for filing or, under pars. (e) and (f), the telephone applications are made:
AB150-engrossed,1589,129
180.0122
(2) The
secretary of state
department shall collect a $10 fee each time
10process is served on
him or her the department under this chapter. The party to a
11civil, criminal, administrative or investigatory proceeding causing service of process
12may recover this fee as costs if the party prevails in the proceeding.
AB150-engrossed,1589,1514
180.0122
(3) (intro.) The
secretary of state department may not collect a fee for
15any of the following:
AB150-engrossed,1589,2117
180.0122
(4) In addition to the fees required under sub. (1), the
secretary of
18state department shall collect the expedited service fee under
s. 14.38 (9) s. 182.01
19(4) for processing in an expeditious manner a document required or permitted to be
20filed under this chapter or for preparing in an expeditious manner a certificate of
21status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
AB150-engrossed,1590,223
180.0123
(1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
24180.1622 (5) or 180.1921 (4), a document filed by the
secretary of state department
1under this chapter is effective on the date that it is received by the
office of the
2secretary of state department for filing and at any of the following times on that date:
AB150-engrossed,1590,64
180.0123
(1) (b) The date that a document is received by the
office of the
5secretary of state department is determined by the
secretary of state's department's 6endorsement on the original document under s. 180.0125 (1).