SB176,29,84 178.51 (3) (a) If the department secretary of state refuses to file a document,
5the department secretary of state shall return it to the partnership, or to its
6representative, within 5 business days after the document is received by the office
7of the department secretary of state for filing, together with a brief written
8explanation of the reason for the department's secretary of state's refusal.
SB176, s. 67 9Section 67. 178.51 (3) (b) of the statutes is amended to read:
SB176,29,1210 178.51 (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.
SB176, s. 68 13Section 68. 178.51 (3) (c) of the statutes is amended to read:
SB176,29,2014 178.51 (3) (c) If a document that has been refused for filing by the department
15secretary of state is resubmitted for filing by the department secretary of state, the
16effective date of the document under s. 178.49 is the date that the resubmitted
17document is received by the department secretary of state for filing or a delayed
18effective date specified in the resubmitted document in accordance with s. 178.49 (2).
19The effective time of the resubmitted document shall be determined under s. 178.49
20(1) or (2), whichever is applicable.
SB176, s. 69 21Section 69. 178.52 (title) of the statutes is amended to read:
SB176,29,23 22178.52 (title) Appeal from department's refusal of the secretary of state
23to file document.
SB176, s. 70 24Section 70. 178.52 (1) of the statutes is amended to read:
SB176,30,7
1178.52 (1) If the department secretary of state refuses to file a document
2received for filing, the partnership may appeal the refusal by filing a petition in
3circuit court to compel the department secretary of state to file the document. The
4partnership shall file the petition in the circuit court for the county where the
5partnership's principal office or, if none in this state, its registered office is located.
6The partnership shall attach to the petition the document and any explanation by
7the department secretary of state of the reasons for the refusal to file.
SB176, s. 71 8Section 71. 178.52 (2) of the statutes is amended to read:
SB176,30,139 178.52 (2) The partnership shall file the petition under sub. (1) within 30 days
10after the department secretary of state returns the document under s. 178.51 (3) (a).
11If the department secretary of state does not return the document within the period
12specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days
13after the period specified in s. 178.51 (3) (b) expires.
SB176, s. 72 14Section 72. 178.52 (3) of the statutes is amended to read:
SB176,30,1715 178.52 (3) The court may summarily order the department secretary of state
16to file the document or take other action that the court considers appropriate. The
17court's final decision may be appealed as in other civil proceedings.
SB176, s. 73 18Section 73. 178.52 (4) of the statutes is amended to read:
SB176,30,2219 178.52 (4) If the court orders the department secretary of state to file the
20document under sub. (3), the effective date of the document shall be the date on which
21it was received by the department secretary of state or a delayed effective date, if
22specified under s. 178.49 (2).
SB176, s. 74 23Section 74. 179.01 (2m) of the statutes is repealed.
SB176, s. 75 24Section 75. 179.03 (2) of the statutes is amended to read:
SB176,31,16
1179.03 (2) The reservation shall be made by filing with the department
2secretary of state an application executed by the applicant to reserve a specified
3name together with a fee of $10, or making a telephone application to reserve a
4specified name. The fee for a telephone application to reserve a specified name for
560 days is $20. If the department secretary of state finds that the name is available
6for use by a domestic limited partnership or foreign limited partnership, the
7department secretary of state shall reserve the name for the exclusive use of the
8applicant for a period of 60 days. The department secretary of state shall cancel the
9telephone application to reserve a specified name if the department secretary of state
10does not receive the proper fee within 15 business days after the application. Once
11having reserved a name, the same applicant may not again reserve the same name
12until more than 60 days after the expiration of the last 60-day period for which that
13applicant reserved that name. The right to the exclusive use of a reserved name may
14be transferred to any other person by filing with the department secretary of state,
15together with a fee of $10, a notice of the transfer executed by the applicant for whom
16the name was reserved and specifying the name and address of the transferee.
SB176, s. 76 17Section 76. 179.04 (2) of the statutes is amended to read:
SB176,31,2318 179.04 (2) If a limited partnership fails to maintain an agent for service of
19process in this state or if the agent cannot with reasonable diligence be found,
20substituted service may be made on the department secretary of state by delivering
21duplicate copies of the process, together with a fee of $10. The department secretary
22of state
shall forward one copy by registered mail, addressed to the limited
23partnership at its record office.
SB176, s. 77 24Section 77. 179.11 (1) (intro.) of the statutes is amended to read:
SB176,32,4
1179.11 (1) (intro.) To form a limited partnership, a certificate of limited
2partnership must be executed and filed with the department secretary of state. The
3certificate shall be filed together with a fee of $70 and shall contain all of the following
4information:
SB176, s. 78 5Section 78. 179.11 (2) of the statutes is amended to read:
SB176,32,96 179.11 (2) A limited partnership is formed at the time of the filing of the
7certificate of limited partnership with the department secretary of state or at any
8later time specified in the certificate of limited partnership, if there has been
9substantial compliance with this section.
SB176, s. 79 10Section 79. 179.12 (1) (intro.) of the statutes is amended to read:
SB176,32,1311 179.12 (1) (intro.) A certificate of limited partnership is amended by filing a
12certificate of amendment with the department secretary of state, together with a fee
13of $25. The certificate shall specify all of the following:
SB176, s. 80 14Section 80. 179.12 (6) of the statutes is amended to read:
SB176,32,1715 179.12 (6) Except as otherwise provided in this chapter or in the certificate of
16amendment, a certificate of amendment is effective on its filing with the department
17secretary of state.
SB176, s. 81 18Section 81. 179.13 (intro.) of the statutes is amended to read:
SB176,32,23 19179.13 Cancellation of certificate. (intro.) A certificate of limited
20partnership shall be canceled upon the dissolution and the commencement of
21winding up of the limited partnership or at any other time that there are no limited
22partners. A certificate of cancellation shall be filed together with a fee of $10 with
23the department secretary of state and shall specify all of the following:
SB176, s. 82 24Section 82. 179.14 (1) (intro.) of the statutes is amended to read:
SB176,33,3
1179.14 (1) (intro.) Each certificate required by this subchapter to be filed with
2the department
in the office of the secretary of state shall be executed in the following
3manner:
SB176, s. 83 4Section 83. 179.15 of the statutes is amended to read:
SB176,33,11 5179.15 Execution of certificate by court order. If a person required by s.
6179.14 to execute any certificate fails or refuses to do so, any other person who is
7adversely affected by the failure or refusal, may petition the circuit court to direct
8the execution of the certificate. If the court finds that it is proper for the certificate
9to be executed and that any person so designated has failed or refused to execute the
10certificate, it shall order the department secretary of state to record an appropriate
11certificate.
SB176, s. 84 12Section 84. 179.16 (title) of the statutes is amended to read:
SB176,33,14 13179.16 (title) Filing with the department of financial institutions
14secretary of state.
SB176, s. 85 15Section 85. 179.16 (1) (intro.) of the statutes is amended to read:
SB176,33,2216 179.16 (1) (intro.)  Two signed copies of the certificate of limited partnership
17and of any certificates of amendment or cancellation or of any court order under s.
18179.15 shall be delivered to the department secretary of state. A person who executes
19a certificate as an officer, general partner or fiduciary need not exhibit evidence of
20his or her authority as a prerequisite to filing. Unless the document does not conform
21to law, upon receipt of all filing fees the department secretary of state shall do all of
22the following:
SB176, s. 86 23Section 86. 179.16 (1) (b) of the statutes is amended to read:
SB176,33,2524 179.16 (1) (b) File one duplicate original with the department secretary of
25state
.
SB176, s. 87
1Section 87. 179.16 (2) of the statutes is amended to read:
SB176,34,62 179.16 (2) Upon the filing of a certificate of amendment or court order of
3amendment in the department secretary of state, the certificate of limited
4partnership shall be amended as set forth in the certificate or order, and upon the
5effective date of a certificate of cancellation or court order of cancellation, the
6certificate of limited partnership is canceled.
SB176, s. 88 7Section 88. 179.16 (3) (a) (intro.) of the statutes is amended to read:
SB176,34,98 179.16 (3) (a) (intro.) The department secretary of state may waive any of the
9following:
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.
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