SB176: Bill Text

SB176,32,17 179.12 (6) Except as otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective on its filing with the department secretary of state.

SB176, s. 81 Section 81. 179.13 (intro.) of the statutes is amended to read:

SB176,32,23 179.13 Cancellation of certificate. (intro.) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 with the department secretary of state and shall specify all of the following:

SB176, s. 82 Section 82. 179.14 (1) (intro.) of the statutes is amended to read:

SB176,33,3 179.14 (1) (intro.) Each certificate required by this subchapter to be filed with the department in the office of the secretary of state shall be executed in the following manner:

SB176, s. 83 Section 83. 179.15 of the statutes is amended to read:

SB176,33,11 179.15 Execution of certificate by court order. If a person required by s. 179.14 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the department secretary of state to record an appropriate certificate.

SB176, s. 84 Section 84. 179.16 (title) of the statutes is amended to read:

SB176,33,14 179.16 (title) Filing with the department of financial institutions secretary of state.

SB176, s. 85 Section 85. 179.16 (1) (intro.) of the statutes is amended to read:

SB176,33,22 179.16 (1) (intro.)  Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation or of any court order under s. 179.15 shall be delivered to the department secretary of state. A person who executes a certificate as an officer, general partner or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the document does not conform to law, upon receipt of all filing fees the department secretary of state shall do all of the following:

SB176, s. 86 Section 86. 179.16 (1) (b) of the statutes is amended to read:

SB176,33,25 179.16 (1) (b) File one duplicate original with the department secretary of state.

SB176, s. 87 Section 87. 179.16 (2) of the statutes is amended to read:

SB176,34,6 179.16 (2) Upon the filing of a certificate of amendment or court order of amendment in the department secretary of state, the certificate of limited partnership shall be amended as set forth in the certificate or order, and upon the effective date of a certificate of cancellation or court order of cancellation, the certificate of limited partnership is canceled.

SB176, s. 88 Section 88. 179.16 (3) (a) (intro.) of the statutes is amended to read:

SB176,34,9 179.16 (3) (a) (intro.) The department secretary of state may waive any of the following:

SB176, s. 89 Section 89. 179.16 (3) (a) 2. of the statutes is amended to read:

SB176,34,13 179.16 (3) (a) 2. An omission or defect in a document, if the department secretary of state determines from the face of the document that the omission or defect is immaterial.

SB176, s. 90 Section 90. 179.16 (4) (intro.) of the statutes is amended to read:

SB176,34,16 179.16 (4) (intro.) The department secretary of state shall charge and collect for:

SB176, s. 91 Section 91. 179.16 (5) of the statutes is amended to read:

SB176,34,22 179.16 (5) The department secretary of state shall charge and collect, for processing a document required or permitted to be filed under this chapter in an expeditious manner, or preparing the information under sub. (4) in an expeditious manner, the expedited service fee under s. 182.01 (4) in addition to the fee required by other provisions of this chapter.

SB176, s. 92 Section 92. 179.18 of the statutes is amended to read:

SB176,35,2 179.18 Notice conferred by filing. The fact that a certificate of limited partnership is on file with the department in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated as general partners are general partners, but it is not notice of any other fact.

SB176, s. 93 Section 93. 179.185 (1) of the statutes is amended to read:

SB176,35,9 179.185 (1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department secretary of state.

SB176, s. 94 Section 94. 179.185 (4) of the statutes is amended to read:

SB176,35,15 179.185 (4) On filing the restated certificate with the department secretary of state, the original certificate, as amended under this subchapter, is superseded. After its filing, the restated certificate is the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

SB176, s. 95 Section 95. 179.19 of the statutes is amended to read:

SB176,35,21 179.19 Delivery of certificates to limited partners. Upon the return by the department secretary of state under s. 179.16 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.

SB176, s. 96 Section 96. 179.24 (1) (b) of the statutes is amended to read:

SB176,36,2 179.24 (1) (b) Withdraws from future equity participation in the enterprise by executing and filing with the department in the office of the secretary of state, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph.

SB176, s. 97 Section 97. 179.82 (intro.) of the statutes is amended to read:

SB176,36,8 179.82 Registration. (intro.) Before transacting business in this state, a foreign limited partnership shall register with the department secretary of state. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth all of the following:

SB176, s. 98 Section 98. 179.82 (5) of the statutes is amended to read:

SB176,36,13 179.82 (5) A statement that the department secretary of state is appointed the agent of the foreign limited partnership for service of process under s. 179.88 if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.

SB176, s. 99 Section 99. 179.83 (1) (intro.) of the statutes is amended to read:

SB176,36,17 179.83 (1) (intro.) If the department secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the department secretary of state shall:

SB176, s. 100 Section 100. 179.84 of the statutes is amended to read:

SB176,36,21 179.84 Name. A foreign limited partnership may register with the department secretary of state under any name that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.

SB176, s. 101 Section 101. 179.85 of the statutes is amended to read:

SB176,37,3 179.85 Amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the department in the office of the secretary of state, together with a filing fee of $15, a certificate, signed and sworn to by a general partner, correcting the statement.

SB176, s. 102 Section 102. 179.86 (1) of the statutes is amended to read:

SB176,37,7 179.86 (1) A foreign limited partnership may cancel its registration by filing with the department secretary of state, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner.

SB176, s. 103 Section 103. 179.86 (2) of the statutes is amended to read:

SB176,37,11 179.86 (2) A cancellation does not terminate the authority of the department secretary of state to accept service of process on the foreign limited partnership with respect to claims arising out of the transaction of business in this state.

SB176, s. 104 Section 104. 179.87 (4) of the statutes is amended to read:

SB176,37,16 179.87 (4) A foreign limited partnership, by transacting business in this state without registration, appoints the department secretary of state as its agent for service of process under s. 179.88 with respect to claims arising out of the transaction of business in this state.

SB176, s. 105 Section 105. 179.88 of the statutes is amended to read:

SB176,38,2 179.88 Substituted service. Service of process on the department secretary of state under this subchapter shall be made by serving of duplicate copies of the process on the department secretary of state, together with a fee of $10. The department secretary of state shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization. The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department secretary of state shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.

SB176, s. 106 Section 106. 180.0103 (6m) of the statutes is repealed.

SB176, s. 107 Section 107. 180.0120 (1) (intro.) of the statutes is amended to read:

SB176,38,8 180.0120 (1) (intro.) Except as provided in sub. (4), a document required or permitted to be filed under this chapter with the department in the office of the secretary of state must satisfy all of the following requirements to be filed under s. 180.0125 (2) (a):

SB176, s. 108 Section 108. 180.0120 (1) (f) of the statutes is amended to read:

SB176,38,11 180.0120 (1) (f) Be on the form prescribed by the department secretary of state if the document is described in s. 180.0121 (1).

SB176, s. 109 Section 109. 180.0120 (1) (g) of the statutes is amended to read:

SB176,38,15 180.0120 (1) (g) Be delivered to the department office of the secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 180.0122.

SB176, s. 110 Section 110. 180.0120 (2) of the statutes is amended to read:

SB176,38,19 180.0120 (2) The department secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

SB176, s. 111 Section 111. 180.0120 (4) of the statutes is amended to read:

SB176,38,23 180.0120 (4) The department 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.

SB176, s. 112 Section 112. 180.0121 (1) (a) (intro.) of the statutes is amended to read:

SB176,39,2 180.0121 (1) (a) (intro.) The department secretary of state shall prescribe and furnish on request forms for all of the following documents:

SB176, s. 113 Section 113. 180.0121 (1) (b) of the statutes is amended to read:

SB176,39,6 180.0121 (1) (b) The forms prescribed by the department secretary of state under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.

SB176, s. 114 Section 114. 180.0121 (2) of the statutes is amended to read:

SB176,39,10 180.0121 (2) The department secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

SB176, s. 115 Section 115. 180.0122 (1) (intro.) of the statutes is amended to read:

SB176,39,14 180.0122 (1) (intro.)  The department secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing or, under pars. (e) and (f), the telephone applications are made:

SB176, s. 116 Section 116. 180.0122 (1m) (intro.) of the statutes is amended to read:

SB176,39,18 180.0122 (1m) (intro.) The department secretary of state shall collect the following fees when the documents described in this subsection are delivered to the department secretary of state for filing by an investment company:

SB176, s. 117 Section 117. 180.0122 (2) of the statutes is amended to read:

SB176,39,23 180.0122 (2) The department secretary of state shall collect a $10 fee each time process is served on the department him or her under this chapter. The party to a civil, criminal, administrative or investigatory proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.

SB176, s. 118 Section 118. 180.0122 (3) (intro.) of the statutes is amended to read:

SB176,40,2 180.0122 (3) (intro.) The department secretary of state may not collect a fee for any of the following:

SB176, s. 119 Section 119. 180.0122 (4) of the statutes is amended to read:

SB176,40,8 180.0122 (4) In addition to the fees required under sub. (1), the department secretary of state shall collect the expedited service fee under s. 182.01 (4) for processing in an expeditious manner a document required or permitted to be filed under this chapter or for preparing in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).

SB176, s. 120 Section 120. 180.0123 (1) (a) (intro.) of the statutes is amended to read:

SB176,40,13 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a document filed by the department secretary of state under this chapter is effective on the date that it is received by the department office of the secretary of state for filing and at any of the following times on that date:

SB176, s. 121 Section 121. 180.0123 (1) (b) of the statutes is amended to read:

SB176,40,17 180.0123 (1) (b) The date that a document is received by the department office of the secretary of state is determined by the department's secretary of state's endorsement on the original document under s. 180.0125 (1).

SB176, s. 122 Section 122. 180.0124 (1) of the statutes is amended to read:

SB176,40,23 180.0124 (1) A domestic corporation or foreign corporation may correct a document that is filed by the department secretary of state before, on or after January 1, 1991, 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.

SB176, s. 123 Section 123. 180.0124 (2) (intro.) of the statutes is amended to read:

SB176,41,3 180.0124 (2) (intro.) To correct a document under sub. (1), a domestic corporation or foreign corporation shall prepare and deliver to the department secretary of state for filing articles of correction that satisfy all of the following:

SB176, s. 124 Section 124. 180.0125 (title) of the statutes is amended to read:

SB176,41,6 180.0125 (title) Filing duty of department of financial institutions secretary of state.

SB176, s. 125 Section 125. 180.0125 (1) of the statutes is amended to read: