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23agent's authority has been revoked or the agent cannot be found or served with the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).
AB150-engrossed,1590,128
180.0124
(1) A domestic corporation or foreign corporation may correct a
9document that is filed by the
secretary of state
department before, on or after
10January 1, 1991, if the document contains a statement that was incorrect at the time
11of filing or was defectively executed, including defects in any attestation, seal,
12verification or acknowledgment.
AB150-engrossed,1590,1614
180.0124
(2) (intro.) To correct a document under sub. (1), a domestic
15corporation or foreign corporation shall prepare and deliver to the
secretary of state 16department for filing articles of correction that satisfy all of the following:
AB150-engrossed,1590,19
18180.0125 (title)
Filing duty of secretary of state department of financial
19institutions.
AB150-engrossed,1591,221
180.0125
(1) Upon receipt of a document by the
office of the secretary of state 22department for filing, the
secretary of state department shall stamp or otherwise
23endorse the date and time of receipt on the original, the document copy and, upon
24request, any additional document copy received. The
secretary of state department
1shall return any additional document copy to the person delivering it, as
2confirmation of the date and time of receipt.
AB150-engrossed,1591,104
180.0125
(2) (a) Except as provided in par. (b), if a document satisfies s.
5180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2)
6or 180.1506 (1) and (2), the
secretary of state department shall file the document by
7stamping or otherwise endorsing "Filed", together with
his or her the department 8name
and official title, on both the original and the document copy. After filing a
9document, the
secretary of state department shall deliver the document copy to the
10domestic corporation or foreign corporation, or its representative.
AB150-engrossed,1591,1612
180.0125
(2) (b) If a domestic corporation or foreign corporation is in default
13in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the
14secretary of state department shall refuse to file any document relating to the
15domestic corporation or foreign corporation until all delinquent fees are paid by the
16domestic corporation or foreign corporation.
AB150-engrossed,1591,2218
180.0125
(3) (a) If the
secretary of state department refuses to file a document,
19he or she the department shall return it to the domestic corporation or foreign
20corporation, or its representative, within 5 business days after the document was
21received by the
office of the secretary of state
department for filing, together with a
22brief, written explanation of the reason for
his or her the refusal.
AB150-engrossed,1592,3
1180.0125
(3) (b) The
secretary of state's department's failure to either file or
2return a document within 5 business days after it was received constitutes a refusal
3to file the document.
AB150-engrossed,1592,125
180.0125
(3) (c) Except as provided in s. 180.0124 (3), if a document that had
6been refused for filing by the
secretary of state
department is resubmitted and filed
7by the
secretary of state department, the effective date of the filed document under
8s. 180.0123 is the date that the resubmitted document is received by the
office of the
9secretary of state department for filing or a delayed effective date specified in the
10resubmitted document in accordance with s. 180.0123 (2). The effective time of the
11resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
12is applicable.
AB150-engrossed,1592,1614
180.0125
(4) (intro.) Except as provided in s. 180.0203 (2), the
secretary of
15state's department's filing of a document or refusal to file a document does not do any
16of the following:
AB150-engrossed,1593,3
18180.0126 Appeal from secretary of state's department of financial
19institutions' refusal to file document. (1) If the
secretary of state department 20refuses to file a document received by his or her office for filing, the domestic
21corporation or foreign corporation may appeal the refusal by filing a petition in
22circuit court to compel the
secretary of state department to file the document. The
23domestic corporation or foreign corporation shall file the petition in the circuit court
24for the county where the domestic corporation's or foreign corporation's principal
25office or, if none in this state, its registered office is or will be located. The domestic
1corporation or foreign corporation shall attach to the petition the document and any
2explanation by the
secretary of state department of the reasons for
his or her the 3refusal to file.
AB150-engrossed,1593,9
4(2) The domestic corporation or foreign corporation shall file the petition under
5sub. (1) within 30 days after the
secretary of state
department returns the document
6under s. 180.0125 (3) (a). If the
secretary of state
department does not return the
7document within the period specified in s. 180.0125 (3) (b), the domestic corporation
8or foreign corporation shall file the petition within 30 days after the period specified
9in s. 180.0125 (3) (b) expires.
AB150-engrossed,1593,12
10(3) The court may summarily order the
secretary of state department to file the
11document or take other action that the court considers appropriate. The court's final
12decision may be appealed as in other civil proceedings.
AB150-engrossed,1593,18
14180.0127 Evidentiary effect of copy of filed document. A
certificate that
15contains the secretary of state's signature, produced manually or in facsimile, and
16this state's seal and that is attached to a certified copy of a document filed by the
17secretary of state department is conclusive evidence that the original document is on
18file with the
secretary of state department.
AB150-engrossed,1593,2120
180.0128
(1) Any person may obtain from the
secretary of state department,
21upon request, a certificate of status for a domestic corporation or foreign corporation.
AB150-engrossed,1593,2523
180.0128
(2) (b) 3. The domestic corporation or foreign corporation has, during
24its most recently completed report year, filed with the
secretary of state department 25an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
AB150-engrossed,1594,32
180.0128
(3) The certificate of status may include other facts of record in the
3office of the secretary of state department that are requested.