AB150: Bill Text

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

AB150,1534,14 179.185 (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, s. 4518 Section 4518. 179.185 (4) of the statutes is amended to read:

AB150,1534,20 179.185 (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certificate with the secretary of state department, the original certificate, as amended under this subchapter, is superseded.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, s. 4519 Section 4519. 179.19 of the statutes is amended to read:

AB150,1535,2 179.19 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, s. 4520 Section 4520. 179.24 (1) (b) of the statutes is amended to read:

AB150,1535,7 179.24 (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, s. 4521 Section 4521. 179.82 (intro.) of the statutes is amended to read:

AB150,1535,13 179.82 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, s. 4522 Section 4522. 179.82 (5) of the statutes is amended to read:

AB150,1535,18 179.82 (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, s. 4523 Section 4523. 179.83 (1) (intro.) of the statutes is amended to read:

AB150,1535,22 179.83 (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, s. 4524 Section 4524. 179.83 (1) (b) of the statutes is amended to read:

AB150,1535,24 179.83 (1) (b) File in his or her office a duplicate original of the application.

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

AB150,1536,3 179.84 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, s. 4526 Section 4526. 179.85 of the statutes is amended to read:

AB150,1536,10 179.85 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, s. 4527 Section 4527. 179.86 (1) of the statutes is amended to read:

AB150,1536,14 179.86 (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, s. 4528 Section 4528. 179.86 (2) of the statutes is amended to read:

AB150,1536,18 179.86 (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, s. 4529 Section 4529. 179.87 (4) of the statutes is amended to read:

AB150,1536,23 179.87 (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, s. 4530 Section 4530. 179.88 of the statutes is amended to read:

AB150,1537,10 179.88 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, s. 4531 Section 4531. 180.0103 (6m) of the statutes is created to read:

AB150,1537,13 180.0103 (6m) "Department", except in subs. (8) and (18), means the department of revenue.

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

AB150,1537,18 180.0120 (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, s. 4533 Section 4533. 180.0120 (1) (d) of the statutes is amended to read:

AB150,1537,21 180.0120 (1) (d) Contain the name of the drafter, if required by s. 14.38 (14) 73.20 (3).

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

AB150,1537,24 180.0120 (1) (f) Be on the form prescribed by the secretary of state department if the document is described in s. 180.0121 (1).

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

AB150,1538,3 180.0120 (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, s. 4536 Section 4536. 180.0120 (2) of the statutes is amended to read:

AB150,1538,7 180.0120 (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, s. 4537 Section 4537. 180.0120 (4) of the statutes is amended to read:

AB150,1538,11 180.0120 (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, s. 4538 Section 4538. 180.0121 (1) (a) (intro.) of the statutes is amended to read:

AB150,1538,14 180.0121 (1) (a) (intro.) The secretary of state department shall prescribe and furnish on request forms for all of the following documents:

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

AB150,1538,18 180.0121 (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, s. 4540 Section 4540. 180.0121 (2) of the statutes is amended to read:

AB150,1538,22 180.0121 (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, s. 4541 Section 4541. 180.0122 (1) (intro.) of the statutes is amended to read:

AB150,1539,3 180.0122 (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, s. 4542 Section 4542. 180.0122 (2) of the statutes is amended to read:

AB150,1539,8 180.0122 (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, s. 4543 Section 4543. 180.0122 (3) (intro.) of the statutes is amended to read:

AB150,1539,11 180.0122 (3) (intro.) The secretary of state department may not collect a fee for any of the following:

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

AB150,1539,17 180.0122 (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. 73.20 (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, s. 4545 Section 4545. 180.0123 (1) (a) (intro.) of the statutes is amended to read:

AB150,1539,22 180.0123 (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:

AB150, s. 4546 Section 4546. 180.0123 (1) (b) of the statutes is amended to read:

AB150,1540,3 180.0123 (1) (b) The date that a document is received by the office of the secretary of state department is determined by the secretary of state's department's endorsement on the original document under s. 180.0125 (1).

AB150, s. 4547 Section 4547. 180.0124 (1) of the statutes is amended to read:

AB150,1540,9 180.0124 (1) A domestic corporation or foreign corporation may correct a document that is filed by the secretary of state department before, on or after January 1, 1991, if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.

AB150, s. 4548 Section 4548. 180.0124 (2) (intro.) of the statutes is amended to read:

AB150,1540,13 180.0124 (2) (intro.) To correct a document under sub. (1), a domestic corporation or foreign corporation shall prepare and deliver to the secretary of state department for filing articles of correction that satisfy all of the following:

AB150, s. 4549 Section 4549. 180.0125 (title) of the statutes is amended to read:

AB150,1540,15 180.0125 (title) Filing duty of secretary of state department of revenue.

AB150, s. 4550 Section 4550. 180.0125 (1) of the statutes is amended to read:

AB150,1540,22 180.0125 (1) Upon receipt of a document by the office of the secretary of state department for filing, the secretary of state department shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The secretary of state department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

AB150, s. 4551 Section 4551. 180.0125 (2) (a) of the statutes is amended to read:

AB150,1541,5 180.0125 (2) (a) Except as provided in par. (b), if a document satisfies s. 180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2) or 180.1506 (1) and (2), the secretary of state department shall file the document by stamping or otherwise endorsing "Filed", together with his or her the department name and official title, on both the original and the document copy. After filing a document, the secretary of state department shall deliver the document copy to the domestic corporation or foreign corporation, or its representative.

AB150, s. 4552 Section 4552. 180.0125 (2) (b) of the statutes is amended to read:

AB150,1541,11 180.0125 (2) (b) If a domestic corporation or foreign corporation is in default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the secretary of state department shall refuse to file any document relating to the domestic corporation or foreign corporation until all delinquent fees are paid by the domestic corporation or foreign corporation.

AB150, s. 4553 Section 4553. 180.0125 (3) (a) of the statutes is amended to read:

AB150,1541,17 180.0125 (3) (a) If the secretary of state department refuses to file a document, he or she the department shall return it to the domestic corporation or foreign corporation, or its representative, within 5 business days after the document was received by the office of the secretary of state department for filing, together with a brief, written explanation of the reason for his or her the refusal.

AB150, s. 4554 Section 4554. 180.0125 (3) (b) of the statutes is amended to read:

AB150,1541,21 180.0125 (3) (b) The secretary of state's department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file the document.

AB150, s. 4555 Section 4555. 180.0125 (3) (c) of the statutes is amended to read:

AB150,1542,5 180.0125 (3) (c) Except as provided in s. 180.0124 (3), if a document that had been refused for filing by the secretary of state department is resubmitted and filed by the secretary of state department, the effective date of the filed document under s. 180.0123 is the date that the resubmitted document is received by the office of the secretary of state department for filing or a delayed effective date specified in the resubmitted document in accordance with s. 180.0123 (2). The effective time of the resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever is applicable.

AB150, s. 4556 Section 4556. 180.0125 (4) (intro.) of the statutes is amended to read:

AB150,1542,9 180.0125 (4) (intro.)  Except as provided in s. 180.0203 (2), the secretary of state's department's filing of a document or refusal to file a document does not do any of the following:

AB150, s. 4557 Section 4557. 180.0126 of the statutes is amended to read:

AB150,1542,20 180.0126 Appeal from secretary of state's department of revenue's refusal to file document. (1) If the secretary of state department refuses to file a document received by his or her office for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the secretary of state department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the secretary of state department of the reasons for his or her the refusal to file.

AB150,1543,2 (2) The domestic corporation or foreign corporation shall file the petition under sub. (1) within 30 days after the secretary of state department returns the document under s. 180.0125 (3) (a). If the secretary of state department does not return the document within the period specified in s. 180.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in s. 180.0125 (3) (b) expires.

AB150,1543,5 (3) The court may summarily order the secretary of state department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.

AB150, s. 4558 Section 4558. 180.0127 of the statutes is amended to read:

AB150,1543,11 180.0127 Evidentiary effect of copy of filed document. A certificate that contains the secretary of state's signature, produced manually or in facsimile, and this state's seal and that is attached to a certified copy of a document filed by the secretary of state department is conclusive evidence that the original document is on file with the secretary of state department.

AB150, s. 4559 Section 4559. 180.0128 (1) of the statutes is amended to read:

AB150,1543,14 180.0128 (1) Any person may obtain from the secretary of state department, upon request, a certificate of status for a domestic corporation or foreign corporation.

AB150, s. 4560 Section 4560. 180.0128 (2) (b) 3. of the statutes is amended to read: