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1b. Filed a petition under s. 178.0112.
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c. Delivered to the department for filing a statement of change under s.
3178.0909 or a statement of correction under s. 178.0116.
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4(2) To the extent the partnership agreement expressly relieves a partner of
5responsibility for maintaining the accuracy of information contained in records
6delivered on behalf of the partnership to the department for filing under this chapter
7and imposes that responsibility on one or more other partners, the liability stated in
8sub. (1) (b) applies to those other partners and not to the partner that the partnership
9agreement relieves of the responsibility.
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10(3) An individual who signs a record authorized or required to be filed under
11this chapter affirms under penalty of perjury that the information stated in the
12record is accurate.
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13178.0110 Applicability. (1) This chapter applies to a partnership formed on
14or after January 1, 2018, unless the partnership is the successor to a partnership
15under s. 178.36, 2013 stats.
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16(2) On January 1, 2018, this chapter applies to a partnership formed before
17January 1, 2018, including a partnership that is the successor to a partnership under
18s. 178.36, 2013 stats., except as follows:
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(a) If a partnership elects, in a manner allowed by law for amending the
20partnership agreement, to be subject to this chapter as of any date between the
21effective date of this paragraph .... [LRB inserts date], and January 1, 2018, and files
22with the department a statement of applicability to that effect, this chapter applies
23to the partnership as of the date that the statement of applicability is effective under
24s. 178.0114.
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1(b) If a partnership elects, in a manner allowed by law for amending the
2partnership agreement, to continue to be subject to ch. 178, 2013 stats., and files with
3the department a statement of nonapplicability to that effect prior to January 1,
42018, the partnership shall not be subject to this chapter. Thereafter, if the
5partnership elects, in such manner, to be subject to this chapter as of any subsequent
6date and files with the department a statement of applicability to that effect, this
7chapter applies to the partnership as of the date that the statement of applicability
8is effective under s. 178.0114.
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(c) Any statement of applicability to be subject to this chapter pursuant to a
10valid election by the partnership shall be irrevocable upon such filing.
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(d) Upon this chapter becoming applicable with respect to a partnership, all of
12the following apply:
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1. This chapter shall not, and the corresponding provisions of ch. 178, 2013
14stats., shall, be applicable with respect to obligations incurred by the partnership
15prior to such applicability.
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2. Any provisions of a partnership agreement that were valid and in effect
17immediately prior to this chapter becoming applicable with respect to the
18partnership shall continue to be valid and applicable to the extent allowed under
19prior law.
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3. A registration statement filed by a registered limited liability partnership
21or foreign registered limited liability partnership under ch. 178, 2013 stats., shall be
22effective as a statement of qualification or statement of foreign qualification,
23respectively, under this chapter.
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1178.0111 Delivery of record.
(1) Except as otherwise provided in this
2chapter, permissible means of delivery of a record include delivery by hand, mail,
3conventional commercial practice, and electronic transmission.
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4(2) Delivery to the department is effective only when a record is received by the
5department.
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6178.0112 Signing and filing pursuant to judicial order. (1) If a person
7required by this chapter to sign a record or deliver a record to the department for
8filing under this chapter does not do so, any other person that is aggrieved may
9petition the circuit court to order any of the following:
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(a) The person to sign the record.
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(b) The person to deliver the record to the department for filing.
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(c) The department to file the record unsigned.
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13(2) If a petitioner under sub. (1) is not the partnership or foreign partnership
14to which the record pertains, the petitioner shall make the partnership or foreign
15partnership a party to the action.
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16(3) A record filed under sub. (1) (c) is effective without being signed.
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17178.0113 Filing requirements. (1) Subject to sub. (1m), to be filed by the
18department pursuant to this chapter, a record must be received by the department,
19comply with this chapter, and satisfy all of the following:
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(a) The filing of the record must be required or permitted by this chapter.
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(b) The record must be physically delivered in written form unless and to the
22extent the department permits electronic delivery of records.
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(c) The words in the record must be in English, and numbers must be in Arabic
24or Roman numerals, but the name of an entity need not be in English if written in
25English letters or Arabic or Roman numerals.
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1(d) The record must be signed by a person authorized or required under this
2chapter to sign the record.
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(e) The record must state the name and capacity, if any, of each individual who
4signed it, either on behalf of the individual or the person authorized or required to
5sign the record, but need not contain a seal, attestation, acknowledgment, or
6verification.
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(f) The record must contain the name of the drafter, if required by s. 182.01 (3).
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8(1m) The department may waive any of the requirements of sub. (1) (a) to (f)
9if it appears from the face of the document that the document's failure to satisfy the
10requirement is immaterial.
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11(2) If law other than this chapter prohibits the disclosure by the department
12of information contained in a record delivered to the department for filing, the
13department shall file the record if the record otherwise complies with this chapter
14but may redact the information.
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15(3) When a record is delivered to the department for filing, any fee required
16under this chapter and any fee, interest, or penalty required to be paid to the
17department must be paid in a manner permitted by the department.
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18(5) The department may provide forms for filings required or permitted to be
19made by this chapter and may require their use.
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20178.0114 Effective date and time. Except as otherwise provided in s.
21178.0115 and subject to s. 178.0116 (3), a record filed under this chapter is effective
22as follows:
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23(1) Except as provided in subs. (2) and (3), on the date that it is received by the
24department for filing and at any of the following times on that date:
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(a) The time of day specified in the document as its effective time.
AB837,30,1
1(b) If no effective time is specified, at the close of business.
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2(2) The date that a document is received by the department is determined by
3the department's endorsement on the original document under s. 178.0117 (2).
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4(3) A document may specify a delayed effective date and time, except the
5effective date may not be more than 90 days after the date that it is received for filing.
6If a document specifies a delayed effective date and time in accordance with this
7subsection, the document is effective at the time and date specified. If a delayed
8effective date, but no time, is specified, the document is effective at the close of
9business on that date.
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10178.0115 Withdrawal of filed record before effectiveness. (1) Except as
11otherwise provided in ss. 178.1123 (2), 178.1133 (2), 178.1143 (2), and 178.1153 (2),
12a record delivered to the department for filing may be withdrawn before it takes
13effect by delivering to the department for filing a statement of withdrawal.
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14(2) A statement of withdrawal must satisfy all of the following:
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(a) It must be signed by each person that signed the record being withdrawn,
16except as otherwise agreed by those persons.
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(b) It must identify the record to be withdrawn.
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(c) If signed by fewer than all the persons that signed the record being
19withdrawn, it must state that the record is withdrawn in accordance with the
20agreement of all the persons that signed the record.
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21(3) On filing by the department of a statement of withdrawal, the action or
22transaction evidenced by the original record does not take effect.
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23178.0116 Correcting filed record. (1) A person on whose behalf a filed
24record was delivered to the department for filing may correct the record if any of the
25following applies:
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1(a) The record at the time of filing was inaccurate.
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(b) The record was defectively signed.
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(c) The electronic transmission of the record to the department was defective.
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4(2) To correct a filed record, a person on whose behalf the record was delivered
5to the department must deliver to the department for filing a statement of correction.
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6(3) (a) A statement of correction may not state a delayed effective date.
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(b) A statement of correction must satisfy all of the following:
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1. It must be signed by the person correcting the filed record.
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2. It must identify the filed record to be corrected.
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3. It must specify the inaccuracy or defect to be corrected.
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4. It must correct the inaccuracy or defect.
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12(4) A statement of correction is effective as of the effective date of the filed
13record that it corrects except for purposes of s. 178.0103 (4) and as to persons relying
14on the uncorrected filed record and adversely affected by the correction. For those
15purposes and as to those persons, the statement of correction is effective when filed.
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16178.0117 Duty of department to file; review of refusal to file; delivery
17of record by department. (1) The department shall file a record delivered to the
18department for filing which satisfies this chapter. The duty of the department under
19this section is ministerial.
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20(2) When the department files a record, the department shall record it as filed
21on the date of its delivery. After filing a record, the department shall deliver to the
22person that submitted the record a copy of the record with an acknowledgment of the
23date of filing and, in the case of a statement of denial, also to the partnership to which
24the statement pertains.
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1(3) If the department refuses to file a record, the department shall, not later
2than 5 business days after the record is delivered, do all of the following:
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(a) Return the record or notify the person that submitted the record of the
4refusal.
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(b) Provide a brief explanation in a record of the reason for the refusal.
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6(4) If the department refuses to file a record, the person that submitted the
7record may petition the circuit court to compel filing of the record. The record and
8the explanation of the department of the refusal to file must be attached to the
9petition. The court may decide the matter in a summary proceeding.
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10(5) The filing of or refusal to file a record does not create a presumption of any
11of the following:
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(a) That the record does or does not conform to the requirements of this chapter.
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(b) That the information contained in the record is correct or incorrect.
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14(6) Except as otherwise provided by s. 178.0912 or by law other than this
15chapter, the department may deliver any record to a person by delivering it in any
16of the following ways:
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(a) In person to the person that submitted it.
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(b) To the address of the person's registered agent.
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(c) To the principal office of the person.
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(d) To another address the person provides to the department for delivery.
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21178.0119 Supplemental principles of law. Unless displaced by particular
22provisions of this chapter, the principles of law and equity supplement this chapter.
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23178.0120 Fees; certified copies; filing false documents. (1) Subject to
24sub. (2) (a), the department may collect a fee for filing, or providing a certified copy
1of, a record under this chapter. Subject to sub. (2) (a), the department may also collect
2a fee in connection with any request under s. 178.0121.
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3(2) (a) Any fee under sub (1) shall be established by the department by rule.
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(b) The department may collect an expedited service fee, established by rule,
5for processing in an expeditious manner a record required or permitted to be filed
6with the department under this chapter.
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(c) The department may, by rule, specify a larger fee for filing records in paper
8format.
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9(3) A certified copy of a record filed by the department is conclusive evidence
10that the original record is on file with the department.
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11(4) A person may not sign a document with intent that it be delivered to the
12department for filing, or deliver a document or cause a document to be delivered to
13the department for filing, if the person knows that the document is false in any
14material respect at the time of its delivery. Whoever violates this subsection is guilty
15of a Class I felony.
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16178.0121 Confirmation of status. (1) Any person may obtain from the
17department, upon request, a certificate of status for a limited liability partnership
18or a foreign limited liability partnership.
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19(2) A certificate of status shall include all of the following information:
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(a) The limited liability partnership's name or the foreign limited liability
21partnership's name and fictitious name, if any, used in this state.
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(b) Whether each of the following is true:
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1. The limited liability partnership is a limited liability partnership under the
24laws of this state, or the foreign limited liability partnership is authorized to transact
25business in this state.
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12. The limited liability partnership or the foreign limited liability partnership
2has, during its most recently completed report year, filed with the department the
3annual report required by s. 178.0913.
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3. The limited liability partnership has not filed a cancellation of its statement
5of qualification and is not the subject of a proceeding under s. 178.09032 to revoke
6its statement of qualification.
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4. The foreign limited liability partnership has not filed a cancellation of its
8registration statement and is not the subject of a proceeding under s. 178.10102 to
9revoke its registration statement.
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(c) The limited liability partnership's effective date of its statement of
11qualification or the foreign limited liability partnership's effective date of its
12registration statement.
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13(3) The certificate of status may include other facts of record in the department
14that are requested.
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15(4) Subject to any qualification stated in a certificate of status issued by the
16department, the certificate is conclusive evidence that the limited liability
17partnership or the foreign limited liability partnership is in existence or is
18authorized to transact business in this state.
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19(5) Upon request by telephone or otherwise, the department shall confirm, by
20telephone, any of the information required in a certificate of status under sub. (2) and
21may confirm any other information permitted under sub. (3).