AB498: Bill Text

AB498,6,6 178.12 (1) (intro.) All Except as provided in sub. (2), all partners are liable:

AB498,6,8 (a) Jointly and severally for everything chargeable to the partnership under ss. 178.10 and 178.11;.

AB498,6,10 (b) jointly Jointly for all other debts and obligations of the partnership;, but any partner may enter into a separate obligation to perform a partnership contract.

AB498, s. 8 Section 8. 178.12 (2), (3) and (4) of the statutes are created to read:

AB498,6,18 178.12 (2) Except as provided in sub. (3), a partner in a registered limited liability partnership is not personally liable directly or indirectly, or by way of indemnification, contribution, assessment or otherwise, for any debt, obligation or liability of the partnership, whether in tort, contract or otherwise, and including any debt, obligation or liability arising from omissions, negligence, wrongful acts, misconduct or malpractice, arising while the partnership is a registered limited liability partnership.

AB498,6,20 (3) Subsection (2) does not affect the liability of a partner in a registered limited liability partnership for any of the following:

AB498,6,22 (a) The partner's own omissions, negligence, wrongful acts, misconduct or malpractice.

AB498,7,2 (b) The omissions, negligence, wrongful acts, misconduct or malpractice of any person acting under the partner's actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct or malpractice occurred.

AB498,7,4 (c) Any other debts, obligations and liabilities resulting from the partner's acts or conduct other than as a partner.

AB498,7,5 (d) Any liability that the partner may have under s. 13.69 (1).

AB498,7,9 (4) A partner in a registered limited liability partnership is not a proper defendant in a proceeding to recover damages or to enforce obligations of the type described in sub. (2) unless the partner is alleged in good faith to be personally liable under sub. (3).

AB498, s. 9 Section 9. 178.15 (1) of the statutes is amended to read:

AB498,7,16 178.15 (1) Each partner shall be repaid that partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in s. 178.12 (2), each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to that partner's share in the profits.

AB498, s. 10 Section 10. 178.29 (3) of the statutes is created to read:

AB498,7,19 178.29 (3) The liability is for a debt, obligation or liability for which the partner is not liable as provided in s. 178.12 (2).

AB498, s. 11 Section 11. 178.31 (4) of the statutes is amended to read:

AB498,7,24 178.31 (4) The individual property of a deceased partner shall be liable for all those obligations of the partnership incurred while the deceased partner was a partner and for which the deceased partner was liable under s. 178.12 but subject to the prior payment of the deceased partner's separate debts.

AB498, s. 12 Section 12. 178.35 (1) of the statutes is renumbered 178.35 (1) (intro.) and amended to read:

AB498,8,3 178.35 (1) (intro.) The assets of the partnership are all of the following:

AB498,8,4 (a) the partnership Partnership property,.

AB498,8,6 (b) the contributions Contributions of the partners specified in sub. (4) that are necessary for the payment of all the liabilities specified in sub. (2).

AB498, s. 13 Section 13. 178.35 (2) of the statutes is renumbered 178.35 (2) (intro.) and amended to read:

AB498,8,10 178.35 (2) (intro.) The liabilities of the partnership shall rank in order of payment, as follows:

AB498,8,11 (a) those Those owing to creditors other than partners;.

AB498,8,12 (b) those Those owing to partners other than for capital and profits;.

AB498,8,13 (c) those Those owing to partners in respect of capital;.

AB498,8,14 (d) those Those owing to partners in respect of profits.

AB498, s. 14 Section 14. 178.35 (4) of the statutes is amended to read:

AB498,8,21 178.35 (4) The Except as provided in s. 178.12 (2), the partners shall contribute, as provided by s. 178.15 (1), the amount necessary to satisfy the liabilities, but and if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

AB498, s. 15 Section 15. 178.40 of the statutes is created to read:

AB498,9,2 178.40 Registration of limited liability partnerships. (1) To become a registered limited liability partnership or a foreign registered limited liability partnership, a partnership shall file with the secretary of state the fee specified in s. 178.48 and a registration statement that includes all of the following:

AB498,9,3 (a) A name for the partnership that complies with s. 178.42.

AB498,9,5 (b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.

AB498,9,6 (c) The mailing address of its principal office.

AB498,9,8 (d) The street address of the registered office and the name and address of the registered agent at that office for service of process.

AB498,9,10 (e) A statement that the partnership registers as a registered limited liability partnership or a foreign registered limited liability partnership.

AB498,9,11 (f) Any other information that the partnership determines to include.

AB498,9,14 (2) A registered limited liability partnership or a foreign registered limited liability partnership may amend its registration statement at any time by filing with the secretary of state a statement that includes all of the following:

AB498,9,15 (a) The name of the partnership.

AB498,9,17 (b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.

AB498,9,18 (c) The date of the filing of the original registration statement.

AB498,9,19 (d) The amendment to the registration statement.

AB498,9,23 (3) A registered limited liability partnership or a foreign registered limited liability partnership may terminate its registration by filing with the secretary of state the fee specified in s. 178.48 and a written notice of withdrawal that includes all of the following:

AB498,9,24 (a) The name of the partnership.

AB498,10,2 (b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.

AB498,10,3 (c) A statement that the partnership withdraws its registration.

AB498, s. 16 Section 16. 178.41 of the statutes is created to read:

AB498,10,6 178.41 Effect of registration. (1) A registration of a limited liability partnership is effective when the registration statement takes effect under s. 178.49.

AB498,10,11 (a) The secretary of state's filing of a registration statement is conclusive proof that the partnership is registered as a registered limited liability partnership or a foreign registered limited liability partnership under this chapter, except in a proceeding by the state to revoke the registration, and is notice of all other facts set forth in the registration statement.

AB498,10,15 (b) The secretary of state's filing of a registration statement of a foreign registered limited liability partnership under s. 178.40 constitutes its certificate of authority to transact business in this state and is notice of all other facts set forth in the registration statement.

AB498,10,18 (2) (a) A partnership that registers as a registered limited liability partnership is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state.

AB498,11,4 (b) If a registered limited liability partnership or a foreign registered limited liability partnership dissolves for any reason and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, and so long as the partnership continues to comply with s. 178.42, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new registration statement. The partnership continuing the business shall be considered to have filed any documents required or permitted under this chapter which were filed by the dissolved registered limited liability partnership or foreign registered limited liability partnership.

AB498,11,10 (3) If a registered limited liability partnership or a foreign registered limited liability partnership dissolves for any reason and winds up its affairs, liquidates or terminates, the registration statement remains in effect as to the partnership and partners during the period of winding up and remains in effect as to the partners after liquidation or termination with respect to liabilities of the partnership incurred, assumed or arising before the effective date of liquidation or termination.

AB498,11,17 (4) A partnership continues as a registered limited liability partnership or foreign registered limited liability partnership if there is substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership or foreign registered limited liability partnership and the liability of a partner of that registered limited liability partnership or foreign registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in any filing under this chapter.

AB498, s. 17 Section 17. 178.42 of the statutes is created to read:

AB498,11,22 178.42 Name of registered limited liability partnership. (1) The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.

AB498,12,2 (2) The name of a foreign registered limited liability partnership transacting business in this state shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP", or other words or abbreviations as may be required or authorized by the laws of the jurisdiction in which the partnership is formed.

AB498,12,5 (3) Except as provided in sub. (4), the name of a registered limited liability partnership shall be distinguishable upon the records of the secretary of state from all of the following names:

AB498,12,8 (a) The name of any other domestic or foreign registered limited liability partnership, limited partnership, or limited liability company existing, registered or licensed to transact business under the laws of this state.

AB498,12,9 (b) Any name reserved or registered under ch. 179 or 183.

AB498,12,14 (4) The name of a registered limited liability partnership is not distinguishable from a name referred to under sub. (3) (a) and (b) if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) or (2) or the words "limited partnership", "limited liability company" or abbreviations of these words.

AB498,12,18 (5) If the name of a domestic or foreign limited liability partnership is not distinguishable from a name referred to under sub. (3) (a) and (b), the domestic or foreign limited liability partnership may register under a fictitious name that is distinguishable from a name referred to under sub. (3) (a) and (b).

AB498, s. 18 Section 18. 178.43 of the statutes is created to read:

AB498,12,24 178.43 Registered office and registered agent. A registered limited liability partnership and foreign registered limited liability partnership shall continuously maintain a registered office and registered agent. The registered office may be the same as any of the partnership's places of business. The registered agent shall be any of the following:

AB498,13,2 (1) A natural person who resides in this state and whose business office is identical with the registered office.

AB498,13,4 (2) A domestic corporation, nonstock corporation, limited liability company, limited partnership or registered limited liability partnership.

AB498,13,8 (3) A foreign corporation, foreign limited liability company, foreign limited partnership or foreign registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.

AB498, s. 19 Section 19. 178.44 of the statutes is created to read:

AB498,13,13 178.44 Service on registered limited liability partnership. (1) A registered limited liability partnership's or foreign registered limited liability partnership's registered agent is the partnership's agent for service of process, notice or demand required or permitted by law to be served on the partnership.

AB498,13,19 (2) Except as provided in sub. (3), if a registered limited liability partnership or a foreign registered limited liability partnership has no registered agent or the agent cannot with reasonable diligence be served, the partnership may be served by registered or certified mail, return receipt requested, addressed to the partnership at its principal office. Service is perfected under this subsection at the earliest of the following:

AB498,13,20 (a) The date on which the partnership receives the mail.

AB498,13,21 (b) The date shown on the return receipt, if signed on behalf of the partnership.

AB498,13,23 (c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

AB498,14,4 (3) If the address of the registered limited liability partnership's or foreign registered limited liability partnership's principal office cannot be determined from the records of the secretary of state, the partnership may be served by publishing a class 3 notice, under ch. 985, in the community in which the partnership's principal office or registered office, as most recently designated in the records of the secretary of state, is located.

AB498,14,8 (4) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a registered limited liability partnership or a foreign registered limited liability partnership in any other manner permitted by law.

AB498, s. 20 Section 20. 178.45 of the statutes is created to read:

AB498,14,12 178.45 Foreign registered limited liability partnerships. (1) Before transacting business in this state, a foreign registered limited liability partnership shall do all of the following:

AB498,14,15 (a) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged.

AB498,14,17 (b) Obtain a certificate of authority from the secretary of state by filing a registration statement under s. 178.40.

AB498,14,19 (2) A foreign registered limited liability partnership holding a valid certificate of authority under this section is subject to ss. 178.40 to 178.53.

AB498,14,23 (3) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign limited liability partnership is formed.

AB498,15,3 (4) The following shall apply to a foreign registered limited liability partnership transacting business in this state without filing a registration statement and obtaining a certificate of authority under s. 178.40:

AB498,15,6 (a) A foreign registered limited liability partnership transacting business in this state without a certificate of authority may not maintain a proceeding in a court of this state until it obtains a certificate of authority.

AB498,15,11 (b) Neither the successor to a foreign registered limited liability partnership that transacted business in this state without a certificate of authority nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court of this state until the foreign registered limited liability partnership or its successor obtains a certificate of authority.

AB498,15,17 (c) A court may stay a proceeding commenced by a foreign registered limited liability partnership, or its successor or assignee, until the court determines if the foreign limited liability partnership or its successor requires a certificate of authority. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign registered limited liability partnership or its successor obtains the certificate of authority.

AB498,15,19 (d) The failure of a foreign registered limited liability partnership to obtain a certificate of authority does not do any of the following:

AB498,15,21 1. Impair the validity of any contract or act of the foreign registered limited liability partnership or its title to property in this state.

AB498,15,23 2. Affect the right of any other party to a contract to maintain any action on the contract.

AB498,16,3 3. Prevent the foreign registered limited liability partnership from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.