AB498: Bill Text

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.

AB498,16,7 (e) A foreign registered limited liability partnership that transacts business in this state without a certificate of authority is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, for an amount equal to the sum of the following:

AB498,16,10 1. All fees that would have been imposed under this chapter upon the foreign registered limited liability partnership had it applied for and received a certificate of authority.

AB498,16,11 2. Fifty percent of the amount under subd. 1. or $5,000, whichever is less.

AB498,16,16 (f) The foreign registered limited liability partnership shall pay the amount owed under par. (e) to the secretary of state. The secretary of state may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under par. (e).

AB498,16,20 (g) A partner of a foreign registered limited liability partnership is not liable for the debts and obligations of the foreign registered limited liability partnership solely because the foreign registered limited liability partnership transacted business in this state without a certificate of authority.

AB498, s. 21 Section 21. 178.46 of the statutes is created to read:

AB498,16,24 178.46 Filing requirements. (1) Except as provided in sub. (4), a document required or permitted to be filed under s. 178.40 in the office of the secretary of state shall satisfy all of the following requirements:

AB498,17,2 (a) Contain the information required by this chapter, although it may also contain other information.

AB498,17,4 (b) Be in the English language, except that a partnership name need not be in English if it is written in English letters or Arabic or Roman numerals.

AB498,17,5 (c) Contain the name of the drafter, if required by s. 14.38 (14).

AB498,17,6 (d) Be executed in accordance with sub. (3).

AB498,17,8 (e) Be on the form prescribed by the secretary of state if the document is described in s. 178.47.

AB498,17,10 (f) Be delivered to the office of the secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 178.48.

AB498,17,13 (2) The secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) and are originally executed to satisfy sub. (3).

AB498,17,16 (3) (a) The documents described in s. 178.40 shall be executed by one or more partners authorized by the partnership or as otherwise provided in the partnership agreement.

AB498,17,18 (b) The person executing a document shall sign it and, beneath or opposite the signature, type or legibly print his or her name.

AB498,17,21 (4) The secretary of state 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.

AB498, s. 22 Section 22. 178.47 of the statutes is created to read:

AB498,17,24 178.47 Forms. (1) (a) The secretary of state shall prescribe and furnish on request forms for all of the following documents:

AB498,17,25 1. A registration statement under s. 178.40 (1).

AB498,18,1 2. An amended registration statement under s. 178.40 (2).

AB498,18,2 3. A notice of withdrawal under s. 178.40 (3).

AB498,18,5 (b) The forms prescribed by the secretary of state under par. (a) 1., 2. and 3. shall require disclosure of only the information required under s. 178.40 (1), (2) and (3), respectively.

AB498,18,6 (c) The use of a form prescribed under par. (a) is mandatory.

AB498,18,9 (2) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed with the secretary's office under this chapter, but use of these forms is not mandatory.

AB498, s. 23 Section 23. 178.48 of the statutes is created to read:

AB498,18,13 178.48 Filing and service fees. (1) The secretary of state shall collect the following fees when the documents described under this subsection are delivered to the secretary of state for filing.

AB498,18,14 (a) Registration statement, $100.

AB498,18,15 (b) Amendment of registration statement, $40.

AB498,18,16 (c) Termination of registration, $40.

AB498,18,17 (d) Articles of correction, $40.

AB498,18,19 (2) The secretary of state shall collect a $10 fee each time process is served on the secretary of state under this chapter.

AB498,18,22 (3) In addition to the fees required under sub. (1), the secretary of state shall collect $25 for processing in an expeditious manner a document required or permitted to be filed with the secretary of state under this chapter.

AB498, s. 24 Section 24. 178.49 of the statutes is created to read:

AB498,19,2 178.49 Effective date and time of document. (1) (a) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the office of the secretary of state for filing and at any of the following times on that date:

AB498,19,3 1. The time of day specified in the document as its effective time.

AB498,19,4 2. If no effective time is specified, at the close of business.

AB498,19,6 (b) The date that a document is received by the office of the secretary of state is determined by the secretary of state's endorsement on the original document.

AB498,19,12 (2) A document may specify a delayed effective date and time, except that the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the date and time specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.

AB498, s. 25 Section 25. 178.50 of the statutes is created to read:

AB498,19,19 178.50 Correcting filed document. (1) A registered limited liability partnership or foreign registered limited liability partnership holding a certificate of authority under s. 178.40 may correct a document that was filed with the secretary of state 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.

AB498,19,23 (2) To correct a document under sub. (1), a registered limited liability partnership or a foreign registered limited liability partnership holding a certificate of authority under s. 178.40 shall file with the secretary of state articles of correction that include all of the following:

AB498,19,25 (a) A description of the document, including its filing date, or a copy of the document.

AB498,20,2 (b) An identification of the incorrect statement and the reason that it is incorrect, or the manner in which the execution was defective, whichever applies.

AB498,20,3 (c) The corrected statement or execution.

AB498,20,5 (3) (a) Except as provided in par. (b), articles of correction are effective on the effective date of the document that they correct.

AB498,20,7 (b) With respect to a person relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.

AB498, s. 26 Section 26. 178.51 of the statutes is created to read:

AB498,20,14 178.51 Filing duty of the secretary of state. (1) Upon receipt of a document by the office of the secretary of state for filing, the secretary of state shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

AB498,20,20 (2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the secretary of state shall file the document by stamping or otherwise endorsing "Filed", together with the secretary's title, on both the original and the document copy. After filing a document, the secretary of state shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.

AB498,20,24 (b) If a registered limited liability partnership or foreign registered limited liability partnership is in default in the payment of any fee required under s. 178.48, the secretary of state shall refuse to file any document relating to the partnership until all delinquent fees are paid.

AB498,21,4 (3) (a) If the secretary of state refuses to file a document, the secretary of state shall return it to the partnership, or to its representative, within 5 business days after the document is received by the office of the secretary of state for filing, together with a brief written explanation of the reason for the secretary of state's refusal.

AB498,21,6 (b) The secretary of state's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.

AB498,21,12 (c) If a document that has been refused for filing by the secretary of state is resubmitted for filing by the secretary of state, the effective date of the document under s. 178.49 is the date that the resubmitted document is received by the secretary of state for filing or a delayed effective date specified in the resubmitted document in accordance with s. 178.49 (2). The effective time of the resubmitted document shall be determined under s. 178.49 (1) or (2), whichever is applicable.

AB498,21,14 (4) Except as provided in s. 178.41 (1), the secretary of state's filing of a document or refusal to file a document does not do any of the following:

AB498,21,15 (a) Affect the validity or invalidity of the document in whole or part.

AB498,21,17 (b) Relate to the correctness or incorrectness of information contained in the document.

AB498,21,19 (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

AB498, s. 27 Section 27. 178.52 of the statutes is created to read:

AB498,22,2 178.52 Appeal from secretary of state's refusal to file document. (1) If the secretary of state refuses to file a document received for filing, the partnership may appeal the refusal by filing a petition in circuit court to compel the secretary of state to file the document. The partnership shall file the petition in the circuit court for the county where the partnership's principal office or, if none in this state, its registered office is located. The partnership shall attach to the petition the document and any explanation by the secretary of state of the reasons for the refusal to file.

AB498,22,7 (2) The partnership shall file the petition under sub. (1) within 30 days after the secretary of state returns the document under s. 178.51 (3) (a). If the secretary of state does not return the document within the period specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days after the period specified in s. 178.51 (3) (b) expires.

AB498,22,10 (3) The court may summarily order the secretary of state 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.

AB498,22,13 (4) If the court orders the secretary of state to file the document under sub. (3), the effective date of the document shall be the date on which it was received by the secretary of state or a delayed effective date, if specified under s. 178.49 (2).

AB498, s. 28 Section 28. 178.53 of the statutes is created to read:

AB498,22,21 178.53 Applicability to foreign and interstate commerce. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations and govern its internal affairs in accordance with this chapter, and may exercise the powers and enjoy the limitations on partner liability granted under this chapter, in any state, territory, district or possession of the United States or in any foreign country.

AB498, s. 29 Section 29. 180.0401 (2) (a) 9. of the statutes is created to read:

AB498,22,24 180.0401 (2) (a) 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

AB498, s. 30 Section 30. 180.0401 (2) (b) of the statutes is amended to read:

AB498,23,5 180.0401 (2) (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 8. 9. 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) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.

AB498, s. 31 Section 31. 180.0401 (3) (a) of the statutes is amended to read:

AB498,23,12 180.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant.

AB498, s. 32 Section 32. 180.1506 (2) (a) 9. of the statutes is created to read:

AB498,23,15 180.1506 (2) (a) 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

AB498, s. 33 Section 33. 180.1506 (2) (b) of the statutes is amended to read:

AB498,23,22 180.1506 (2) (b) The corporate name of a foreign corporation is not distinguishable from a name referred to in par. (a) 1. to 8. 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 180.0401 (1) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.

AB498, s. 34 Section 34. 180.1506 (3) (a) of the statutes is amended to read: