SB176, s. 89 10Section 89. 179.16 (3) (a) 2. of the statutes is amended to read:
SB176,34,1311 179.16 (3) (a) 2. An omission or defect in a document, if the department
12secretary of state determines from the face of the document that the omission or
13defect is immaterial.
SB176, s. 90 14Section 90. 179.16 (4) (intro.) of the statutes is amended to read:
SB176,34,1615 179.16 (4) (intro.) The department secretary of state shall charge and collect
16for:
SB176, s. 91 17Section 91. 179.16 (5) of the statutes is amended to read:
SB176,34,2218 179.16 (5) The department secretary of state shall charge and collect, for
19processing a document required or permitted to be filed under this chapter in an
20expeditious manner, or preparing the information under sub. (4) in an expeditious
21manner, the expedited service fee under s. 182.01 (4) in addition to the fee required
22by other provisions of this chapter.
SB176, s. 92 23Section 92. 179.18 of the statutes is amended to read:
SB176,35,2 24179.18 Notice conferred by filing. The fact that a certificate of limited
25partnership is on file with the department in the office of the secretary of state is

1notice that the partnership is a limited partnership and the persons designated as
2general partners are general partners, but it is not notice of any other fact.
SB176, s. 93 3Section 93. 179.185 (1) of the statutes is amended to read:
SB176,35,94 179.185 (1) A limited partnership may integrate into a single instrument the
5operative provisions of its certificate of limited partnership, as shown by the original
6certificate and amendments filed under this subchapter, and it may at the same time
7also further amend its certificate of limited partnership by adopting a restated
8certificate of limited partnership. The restated certificate shall be filed together with
9a fee of $25 with the department secretary of state.
SB176, s. 94 10Section 94. 179.185 (4) of the statutes is amended to read:
SB176,35,1511 179.185 (4) On filing the restated certificate with the department secretary of
12state
, the original certificate, as amended under this subchapter, is superseded.
13After its filing, the restated certificate is the certificate of limited partnership of the
14limited partnership, but the original effective date of formation shall remain
15unchanged.
SB176, s. 95 16Section 95. 179.19 of the statutes is amended to read:
SB176,35,21 17179.19 Delivery of certificates to limited partners. Upon the return by
18the department secretary of state under s. 179.16 of a certificate marked "Filed", the
19general partners shall promptly deliver or mail a copy of the certificate of limited
20partnership and each certificate to each limited partner unless the partnership
21agreement provides otherwise.
SB176, s. 96 22Section 96. 179.24 (1) (b) of the statutes is amended to read:
SB176,36,223 179.24 (1) (b) Withdraws from future equity participation in the enterprise by
24executing and filing with the department in the office of the secretary of state,

1together with a $15 filing fee, a certificate declaring withdrawal under this
2paragraph.
SB176, s. 97 3Section 97. 179.82 (intro.) of the statutes is amended to read:
SB176,36,8 4179.82 Registration. (intro.) Before transacting business in this state, a
5foreign limited partnership shall register with the department secretary of state. A
6foreign limited partnership shall submit in duplicate, together with a filing fee of
7$75, an application for registration as a foreign limited partnership, signed and
8sworn to by a general partner and setting forth all of the following:
SB176, s. 98 9Section 98. 179.82 (5) of the statutes is amended to read:
SB176,36,1310 179.82 (5) A statement that the department secretary of state is appointed the
11agent of the foreign limited partnership for service of process under s. 179.88 if the
12agent's authority has been revoked or the agent cannot be found or served with the
13exercise of reasonable diligence.
SB176, s. 99 14Section 99. 179.83 (1) (intro.) of the statutes is amended to read:
SB176,36,1715 179.83 (1) (intro.) If the department secretary of state finds that an application
16for registration conforms to law and all requisite fees have been paid, the department
17secretary of state shall:
SB176, s. 100 18Section 100. 179.84 of the statutes is amended to read:
SB176,36,21 19179.84 Name. A foreign limited partnership may register with the department
20secretary of state under any name that includes without abbreviation the words
21"limited partnership" and that could be registered by a domestic limited partnership.
SB176, s. 101 22Section 101. 179.85 of the statutes is amended to read:
SB176,37,3 23179.85 Amendments. If any statement in the application for registration of
24a foreign limited partnership was false when made or any arrangements or other
25facts described have changed, making the application inaccurate in any respect, the

1foreign limited partnership shall promptly file with the department in the office of
2the secretary of state
, together with a filing fee of $15, a certificate, signed and sworn
3to by a general partner, correcting the statement.
SB176, s. 102 4Section 102. 179.86 (1) of the statutes is amended to read:
SB176,37,75 179.86 (1) A foreign limited partnership may cancel its registration by filing
6with the department secretary of state, together with a filing fee of $15, a certificate
7of cancellation signed and sworn to by a general partner.
SB176, s. 103 8Section 103. 179.86 (2) of the statutes is amended to read:
SB176,37,119 179.86 (2) A cancellation does not terminate the authority of the department
10secretary of state to accept service of process on the foreign limited partnership with
11respect to claims arising out of the transaction of business in this state.
SB176, s. 104 12Section 104. 179.87 (4) of the statutes is amended to read:
SB176,37,1613 179.87 (4) A foreign limited partnership, by transacting business in this state
14without registration, appoints the department secretary of state as its agent for
15service of process under s. 179.88 with respect to claims arising out of the transaction
16of business in this state.
SB176, s. 105 17Section 105. 179.88 of the statutes is amended to read:
SB176,38,2 18179.88 Substituted service. Service of process on the department secretary
19of state
under this subchapter shall be made by serving of duplicate copies of the
20process on the department secretary of state, together with a fee of $10. The
21department secretary of state shall mail notice of the service and a copy of the process
22within 10 days addressed to the foreign limited partnership at its office in the state
23of its organization. The time within which the foreign limited partnership may
24answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after
25the date of the mailing. The department secretary of state shall keep a record of

1service of process under this section showing the day and hour of service and the date
2of mailing.
SB176, s. 106 3Section 106. 180.0103 (6m) of the statutes is repealed.
SB176, s. 107 4Section 107. 180.0120 (1) (intro.) of the statutes is amended to read:
SB176,38,85 180.0120 (1) (intro.) Except as provided in sub. (4), a document required or
6permitted to be filed under this chapter with the department in the office of the
7secretary of state
must satisfy all of the following requirements to be filed under s.
8180.0125 (2) (a):
SB176, s. 108 9Section 108. 180.0120 (1) (f) of the statutes is amended to read:
SB176,38,1110 180.0120 (1) (f) Be on the form prescribed by the department secretary of state
11if the document is described in s. 180.0121 (1).
SB176, s. 109 12Section 109. 180.0120 (1) (g) of the statutes is amended to read:
SB176,38,1513 180.0120 (1) (g) Be delivered to the department office of the secretary of state
14for filing and be accompanied by one exact or conformed copy and the filing fee
15required by s. 180.0122.
SB176, s. 110 16Section 110. 180.0120 (2) of the statutes is amended to read:
SB176,38,1917 180.0120 (2) The department secretary of state shall file photocopies or other
18reproduced copies of typewritten or printed documents if the copies are manually
19signed and satisfy this section.
SB176, s. 111 20Section 111. 180.0120 (4) of the statutes is amended to read:
SB176,38,2321 180.0120 (4) The department secretary of state may waive any of the
22requirements of subs. (1) to (3) if it appears from the face of the document that the
23document's failure to satisfy the requirement is immaterial.
SB176, s. 112 24Section 112. 180.0121 (1) (a) (intro.) of the statutes is amended to read:
SB176,39,2
1180.0121 (1) (a) (intro.) The department secretary of state shall prescribe and
2furnish on request forms for all of the following documents:
SB176, s. 113 3Section 113. 180.0121 (1) (b) of the statutes is amended to read:
SB176,39,64 180.0121 (1) (b) The forms prescribed by the department secretary of state
5under par. (a) 1., 2. and 3. shall require disclosure of only the information required
6under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
SB176, s. 114 7Section 114. 180.0121 (2) of the statutes is amended to read:
SB176,39,108 180.0121 (2) The department secretary of state may prescribe and furnish on
9request forms for other documents required or permitted to be filed by this chapter,
10but use of these forms is not mandatory.
SB176, s. 115 11Section 115. 180.0122 (1) (intro.) of the statutes is amended to read:
SB176,39,1412 180.0122 (1) (intro.)  The department secretary of state shall collect the
13following fees when the documents described in this subsection are delivered for
14filing or, under pars. (e) and (f), the telephone applications are made:
SB176, s. 116 15Section 116. 180.0122 (1m) (intro.) of the statutes is amended to read:
SB176,39,1816 180.0122 (1m) (intro.) The department secretary of state shall collect the
17following fees when the documents described in this subsection are delivered to the
18department secretary of state for filing by an investment company:
SB176, s. 117 19Section 117. 180.0122 (2) of the statutes is amended to read:
SB176,39,2320 180.0122 (2) The department secretary of state shall collect a $10 fee each time
21process is served on the department him or her under this chapter. The party to a
22civil, criminal, administrative or investigatory proceeding causing service of process
23may recover this fee as costs if the party prevails in the proceeding.
SB176, s. 118 24Section 118. 180.0122 (3) (intro.) of the statutes is amended to read:
SB176,40,2
1180.0122 (3) (intro.) The department secretary of state may not collect a fee for
2any of the following:
SB176, s. 119 3Section 119. 180.0122 (4) of the statutes is amended to read:
SB176,40,84 180.0122 (4) In addition to the fees required under sub. (1), the department
5secretary of state shall collect the expedited service fee under s. 182.01 (4) for
6processing in an expeditious manner a document required or permitted to be filed
7under this chapter or for preparing in an expeditious manner a certificate of status
8under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
SB176, s. 120 9Section 120. 180.0123 (1) (a) (intro.) of the statutes is amended to read:
SB176,40,1310 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
11180.1622 (5) or 180.1921 (4), a document filed by the department secretary of state
12under this chapter is effective on the date that it is received by the department office
13of the secretary of state
for filing and at any of the following times on that date:
SB176, s. 121 14Section 121. 180.0123 (1) (b) of the statutes is amended to read:
SB176,40,1715 180.0123 (1) (b) The date that a document is received by the department office
16of the secretary of state
is determined by the department's secretary of state's
17endorsement on the original document under s. 180.0125 (1).
SB176, s. 122 18Section 122. 180.0124 (1) of the statutes is amended to read:
SB176,40,2319 180.0124 (1) A domestic corporation or foreign corporation may correct a
20document that is filed by the department secretary of state before, on or after
21January 1, 1991, if the document contains a statement that was incorrect at the time
22of filing or was defectively executed, including defects in any attestation, seal,
23verification or acknowledgment.
SB176, s. 123 24Section 123. 180.0124 (2) (intro.) of the statutes is amended to read:
SB176,41,3
1180.0124 (2) (intro.) To correct a document under sub. (1), a domestic
2corporation or foreign corporation shall prepare and deliver to the department
3secretary of state for filing articles of correction that satisfy all of the following:
SB176, s. 124 4Section 124. 180.0125 (title) of the statutes is amended to read:
SB176,41,6 5180.0125 (title) Filing duty of department of financial institutions
6secretary of state.
SB176, s. 125 7Section 125. 180.0125 (1) of the statutes is amended to read:
SB176,41,138 180.0125 (1) Upon receipt of a document by the department office of the
9secretary of state
for filing, the department secretary of state shall stamp or
10otherwise endorse the date and time of receipt on the original, the document copy
11and, upon request, any additional document copy received. The department
12secretary of state shall return any additional document copy to the person delivering
13it, as confirmation of the date and time of receipt.
SB176, s. 126 14Section 126. 180.0125 (2) (a) of the statutes is amended to read:
SB176,41,2115 180.0125 (2) (a) Except as provided in par. (b), if a document satisfies s.
16180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2)
17or 180.1506 (1) and (2), the department secretary of state shall file the document by
18stamping or otherwise endorsing "Filed", together with the department secretary of
19state's
name, on both the original and the document copy. After filing a document,
20the department secretary of state shall deliver the document copy to the domestic
21corporation or foreign corporation, or its representative.
SB176, s. 127 22Section 127. 180.0125 (2) (b) of the statutes is amended to read:
SB176,42,223 180.0125 (2) (b) If a domestic corporation or foreign corporation is in default
24in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the
25department secretary of state shall refuse to file any document relating to the

1domestic corporation or foreign corporation until all delinquent fees are paid by the
2domestic corporation or foreign corporation.
SB176, s. 128 3Section 128. 180.0125 (3) (a) of the statutes is amended to read:
SB176,42,84 180.0125 (3) (a) If the department secretary of state refuses to file a document,
5the department secretary of state shall return it to the domestic corporation or
6foreign corporation, or its representative, within 5 business days after the document
7was received by the department secretary of state for filing, together with a brief,
8written explanation of the reason for the refusal.
SB176, s. 129 9Section 129. 180.0125 (3) (b) of the statutes is amended to read:
SB176,42,1210 180.0125 (3) (b) The department's secretary of state's failure to either file or
11return a document within 5 business days after it was received constitutes a refusal
12to file the document.
SB176, s. 130 13Section 130. 180.0125 (3) (c) of the statutes is amended to read:
SB176,42,2114 180.0125 (3) (c) Except as provided in s. 180.0124 (3), if a document that had
15been refused for filing by the department secretary of state is resubmitted and filed
16by the department secretary of state, the effective date of the filed document under
17s. 180.0123 is the date that the resubmitted document is received by the department
18office of the secretary of state for filing or a delayed effective date specified in the
19resubmitted document in accordance with s. 180.0123 (2). The effective time of the
20resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
21is applicable.
SB176, s. 131 22Section 131. 180.0125 (4) (intro.) of the statutes is amended to read:
SB176,42,2523 180.0125 (4) (intro.) Except as provided in s. 180.0203 (2), the department's
24secretary of state's filing of a document or refusal to file a document does not do any
25of the following:
SB176, s. 132
1Section 132. 180.0126 of the statutes is amended to read:
SB176,43,11 2180.0126 (title) Appeal from department of financial institutions'
3secretary of state's refusal to file document. (1) If the department secretary
4of state
refuses to file a document received by his or her office for filing, the domestic
5corporation or foreign corporation may appeal the refusal by filing a petition in
6circuit court to compel the department secretary of state to file the document. The
7domestic corporation or foreign corporation shall file the petition in the circuit court
8for the county where the domestic corporation's or foreign corporation's principal
9office or, if none in this state, its registered office is or will be located. The domestic
10corporation or foreign corporation shall attach to the petition the document and any
11explanation by the department secretary of state of the reasons for the refusal to file.
SB176,43,17 12(2) The domestic corporation or foreign corporation shall file the petition under
13sub. (1) within 30 days after the department secretary of state returns the document
14under s. 180.0125 (3) (a). If the department secretary of state does not return the
15document within the period specified in s. 180.0125 (3) (b), the domestic corporation
16or foreign corporation shall file the petition within 30 days after the period specified
17in s. 180.0125 (3) (b) expires.
SB176,43,20 18(3) The court may summarily order the department secretary of state to file the
19document or take other action that the court considers appropriate. The court's final
20decision may be appealed as in other civil proceedings.
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