SB276: Bill Text

SB276,21,4 (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.

SB276,21,6 (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.

SB276,21,12 (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.

SB276,21,14 (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:

SB276,21,15 (a) Affect the validity or invalidity of the document in whole or part.

SB276,21,17 (b) Relate to the correctness or incorrectness of information contained in the document.

SB276,21,19 (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

SB276, s. 27 Section 27. 178.52 of the statutes is created to read:

SB276,22,2 178.52 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.

SB276,22,7 (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.

SB276,22,10 (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.

SB276,22,13 (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).

SB276, s. 28 Section 28. 178.53 of the statutes is created to read:

SB276,22,21 178.53 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.

SB276, s. 29 Section 29. 180.0401 (2) (a) 9. of the statutes is created to read:

SB276,22,24 180.0401 (2) (a) 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

SB276, s. 30 Section 30. 180.0401 (2) (b) of the statutes is amended to read:

SB276,23,5 180.0401 (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.

SB276, s. 31 Section 31. 180.0401 (3) (a) of the statutes is amended to read:

SB276,23,12 180.0401 (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.

SB276, s. 32 Section 32. 180.1506 (2) (a) 9. of the statutes is created to read:

SB276,23,15 180.1506 (2) (a) 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

SB276, s. 33 Section 33. 180.1506 (2) (b) of the statutes is amended to read:

SB276,23,22 180.1506 (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.

SB276, s. 34 Section 34. 180.1506 (3) (a) of the statutes is amended to read:

SB276,24,4 180.1506 (3) (a) The other foreign corporation or the domestic 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.

SB276, s. 35 Section 35. 181.06 (3) (intro.) of the statutes is amended to read:

SB276,24,14 181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name of any corporation, limited liability company, limited liability partnership or limited partnership existing under any law of this state, or any foreign corporation, foreign limited liability company, foreign limited liability partnership or foreign limited partnership authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the manner provided in this chapter or reserved or registered in the manner provided in ch. 180, except that this subsection shall not apply if the applicant files with the secretary of state either of the following:

SB276, s. 36 Section 36. 183.0102 (18) of the statutes is amended to read:

SB276,24,18 183.0102 (18) "Person" includes an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

SB276, s. 37 Section 37. 183.0103 (2) (a) of the statutes is amended to read:

SB276,24,22 183.0103 (2) (a) The name of any other limited liability company, a corporation, a nonstock corporation, a limited partnership, a limited liability partnership or a cooperative association existing under the laws of this state.

SB276, s. 38 Section 38. 183.0103 (2) (b) of the statutes is amended to read:

SB276,25,3 183.0103 (2) (b) The name of any foreign limited liability company, foreign corporation, foreign nonstock corporation, foreign limited partnership , foreign limited liability partnership or foreign cooperative association, or the designated, registered or fictitious name under which any such entity is licensed to transact business in this state.

SB276, s. 39 Section 39. 183.0103 (3) of the statutes is amended to read:

SB276,25,10 183.0103 (3) The name of a limited liability company is not distinguishable from a name referred to in sub. (2) (a) to (c) 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 of the words "corporation", "incorporated", "limited", "company", "limited partnership", "limited liability partnership" or "cooperative" or an abbreviation of these words.

SB276, s. 40 Section 40. 183.0103 (4) (a) of the statutes is amended to read:

SB276,25,17 183.0103 (4) (a) The other limited liability company, corporation, 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.

SB276, s. 41 Section 41. 183.1002 (3) (d) of the statutes is created to read:

SB276,25,20 183.1002 (3) (d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state.

SB276,25,21 (End)