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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).
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SUBCHAPTER II
AB837,34,2323
NATURE OF PARTNERSHIP
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24178.0201 Partnership as entity. (1) A partnership is an entity distinct from
25its partners.
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1(2) A partnership is the same entity regardless of whether the partnership has
2a statement of qualification in effect under s. 178.0901.
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3178.0202 Formation of partnership. (1) Except as otherwise provided in
4sub. (2), the association of 2 or more persons to carry on, as co-owners, a business
5for profit forms a partnership, whether or not the persons intend to form a
6partnership.
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7(2) An association whose governing law is other than the law of this state is not
8a partnership under this chapter.
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9(3) In determining whether a partnership is formed, the following rules apply:
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(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
11common property, or part ownership does not by itself establish a partnership, even
12if the co-owners share profits made by the use of the property.
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(b) The sharing of gross returns does not by itself establish a partnership, even
14if the persons sharing them have a joint or common right or interest in property from
15which the returns are derived.
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(c) A person who receives a share of the profits of a business is presumed to be
17a partner in the business, unless the profits were received in payment of or for any
18of the following:
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1. A debt by installments or otherwise.
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2. Services as an independent contractor or wages or other compensation to an
21employee.
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4. An annuity or other retirement or health benefit to a deceased or retired
24partner or a beneficiary, representative, or designee of a deceased or retired partner.
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15. Interest or other charge on a loan, even if the amount of payment varies with
2the profits of the business, including a direct or indirect present or future ownership
3of the collateral, or rights to income, proceeds, or increase in value derived from the
4collateral.
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6. The sale of the goodwill of a business or other property by installments or
6otherwise.
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7178.0203 Partnership property. Property acquired by a partnership is
8property of the partnership and not of the partners individually.
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9178.0204 When property is partnership property. (1) Property is
10partnership property if acquired in the name of any of the following:
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(a) The partnership.
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(b) One or more partners with an indication in the instrument transferring title
13to the property of the person's capacity as a partner or of the existence of a
14partnership but without an indication of the name of the partnership.
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15(2) Property is acquired in the name of the partnership by a transfer to any of
16the following:
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(a) The partnership in its name.
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(b) One or more partners in their capacity as partners in the partnership, if the
19name of the partnership is indicated in the instrument transferring title to the
20property.
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21(3) Property is presumed to be partnership property if purchased with
22partnership assets, even if not acquired in the name of the partnership or of one or
23more partners with an indication in the instrument transferring title to the property
24of the person's capacity as a partner or of the existence of a partnership.
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1(4) Property acquired in the name of one or more of the partners, without an
2indication in the instrument transferring title to the property of the person's capacity
3as a partner or of the existence of a partnership and without use of partnership
4assets, is presumed to be separate property, even if used for partnership purposes.
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subchapter III
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relations of partners to persons
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dealing with partnership
AB837,37,9
8178.0301 Partner agent of partnership. Subject to the effect of a statement
9of partnership authority under s. 178.0303, the following rules apply:
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10(1) Each partner is an agent of the partnership for the purpose of its business.
11An act of a partner, including the signing of an instrument in the partnership name,
12for apparently carrying on in the ordinary course the partnership business or
13business of the kind carried on by the partnership binds the partnership, unless the
14partner did not have authority to act for the partnership in the particular matter and
15the person with which the partner was dealing knew or had notice that the partner
16lacked authority.
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17(2) An act of a partner which is not apparently for carrying on in the ordinary
18course the partnership's business or business of the kind carried on by the
19partnership binds the partnership only if the act was actually authorized by all the
20other partners.
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21178.0302 Transfer of partnership property. (1) Partnership property may
22be transferred as follows:
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(a) Subject to the effect of a statement of partnership authority under s.
24178.0303, partnership property held in the name of the partnership may be
1transferred by an instrument of transfer signed by a partner in the partnership
2name.
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(b) Partnership property held in the name of one or more partners with an
4indication in the instrument transferring the property to them of their capacity as
5partners or of the existence of a partnership, but without an indication of the name
6of the partnership, may be transferred by an instrument of transfer signed by the
7persons in whose name the property is held.
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(c) Partnership property held in the name of one or more persons other than
9the partnership, without an indication in the instrument transferring the property
10to them of their capacity as partners or of the existence of a partnership, may be
11transferred by an instrument of transfer signed by the persons in whose name the
12property is held.
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13(2) A partnership may recover partnership property from a transferee, as a
14result of the lack of authority under this subchapter to make the transfer, only if the
15partnership proves that signing of the instrument of initial transfer did not bind the
16partnership under s. 178.0301 and if any of the following is true:
AB837,38,2017
(a) As to a subsequent transferee who gave value for property transferred
18under sub. (1) (a) or (b), the partnership proves that the subsequent transferee knew
19or had been notified that the person who signed the instrument of initial transfer
20lacked authority to bind the partnership.
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(b) As to a transferee who gave value for property transferred under sub. (1)
22(c), the partnership proves that the transferee knew or had been notified of all of the
23following:
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1. The property was partnership property.
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12. The person who signed the instrument of initial transfer lacked authority
2to bind the partnership.
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3(3) A partnership may not recover partnership property from a subsequent
4transferee, for lack of authority under this subchapter to make the transfer, if the
5partnership would not have been entitled to recover the property under sub. (2) from
6any earlier transferee of the property.
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7(4) If a person holds all of the partners' interests in a partnership that is
8dissolved under subch. VIII, all the partnership property vests in that person. The
9person may sign a record in the name of the partnership to evidence vesting of the
10property in that person and may file or record the record.
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11178.0303 Statement of partnership authority. (1) (a) A partnership may
12deliver to the department for filing a statement of partnership authority.
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(b) The statement of authority must include all of the following:
AB837,39,1414
1. The name of the partnership.
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2. If the partnership is not a limited liability partnership, the street and
16mailing addresses of its principal office.
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3. If the partnership is a limited liability partnership, the street address of its
18registered office in this state and the name of its registered agent at that office.