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21(5) Service of process, notice, or demand may be made by other means under
22law other than this chapter.
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23178.0913 Annual report for department.
(1) A limited liability
24partnership or registered foreign limited liability partnership shall deliver to the
25department for filing an annual report that states all of the following:
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1(a) The name of the partnership or registered foreign partnership.
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(b) The street address of its registered office in this state and the name of its
3registered agent at that office.
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(c) The street address of its principal office.
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(d) The name of at least one partner.
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(e) In the case of a foreign partnership, the jurisdiction of its governing law and
7any fictitious name adopted under s. 178.1006 (1).
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8(2) Information in the annual report must be current as of the date the report
9is signed by the limited liability partnership or registered foreign limited liability
10partnership.
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11(3) (a) A domestic limited liability partnership shall deliver its annual report
12to the department in each year following the calendar year in which the domestic
13limited liability partnership's statement of qualification became effective, during the
14calendar year quarter in which the anniversary date of the statement of
15qualification's effective date occurs.
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(b) A registered foreign limited liability partnership shall deliver its annual
17report to the department during the first calendar quarter of each year following the
18calendar year in which the foreign limited liability partnership registered to do
19business in this state.
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20(4) If an annual report does not contain the information required by this
21section, the department promptly shall notify the reporting limited liability
22partnership or registered foreign limited liability partnership in a record and return
23the report to it for correction. If the annual report is corrected to contain the
24information required by this section and delivered to the department within 30 days
1after the effective date of the notice under s. 178.0103 (6), the annual report is timely
2filed.
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3(5) If an annual report contains a registered office or registered agent which
4differs from the information shown in the records of the department immediately
5before the report becomes effective, the differing information is considered a
6statement of change under s. 178.0909.
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foreign limited
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liability partnership
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10178.1001 Governing law. (1) The governing law of a foreign limited liability
11partnership governs all of the following:
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(a) The internal affairs of the partnership.
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(b) The liability of a partner as partner for a debt, obligation, or other liability
14of the foreign partnership.
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15(2) A foreign limited liability partnership is not precluded from registering to
16do business in this state because of any difference between its governing law and the
17law of this state.
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18(3) Registration of a foreign limited liability partnership to do business in this
19state does not authorize the foreign partnership to engage in any business or exercise
20any power that a limited liability partnership may not engage in or exercise in this
21state.
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22178.1002 Registration to do business in this state. (1) A foreign limited
23liability partnership may not do business in this state until it registers with the
24department under this chapter.
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1(2) A foreign limited liability partnership doing business in this state may not
2maintain an action or proceeding in this state unless it has registered to do business
3in this state.
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4(3) The failure of a foreign limited liability partnership to register to do
5business in this state does not impair the validity of a contract or act of the foreign
6partnership or its title to property in this state or preclude it from defending an action
7or proceeding in this state.
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8(4) A limitation on the liability of a partner of a foreign limited liability
9partnership is not waived solely because the foreign partnership does business in
10this state without registering to do business in this state.
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11(5) Section 178.1001 (1) and (2) applies even if a foreign limited liability
12partnership fails to register under this subchapter.
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13(5m) (a) A foreign limited liability partnership that does business in this state
14without registering to do business in this state is liable to this state, for each year
15or any part of a year during which it did business in this state without registration,
16in an amount equal to all of the following:
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1. All fees and other charges that would have been imposed by this chapter on
18the foreign limited liability partnership had it properly filed a foreign registration
19statement as required by this section and thereafter filed all reports required by this
20chapter.
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2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.
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(b) The foreign limited liability partnership shall pay the amount owed under
23par. (a) to the department, and the department may not file a foreign registration
24statement for the foreign limited liability partnership until the amount owed is paid.
1The attorney general may enforce a foreign limited liability partnership's obligation
2to pay to the department any amount owed under this subsection.
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3178.1003 Foreign registration statement. To register to do business in this
4state, a foreign limited liability partnership must deliver a foreign registration
5statement to the department for filing. The statement must state all of the following:
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6(1) The name of the partnership and, if the name does not comply with s.
7178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).
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8(2) That the partnership is a foreign limited liability partnership.
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9(3) The jurisdiction of the partnership's governing law.
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10(4) The street and mailing addresses of the partnership's principal office and,
11if the partnership's governing law requires the partnership to maintain an office in
12the jurisdiction of such governing law, the street and mailing addresses of the
13required office.
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14(5) The address of the partnership's registered office in this state and the name
15of its registered agent at that office.
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16178.1004 Amendment or cancellation of foreign registration
17statement. A registered foreign limited liability partnership shall deliver to the
18department for filing an amendment to, or cancellation of, as appropriate, its foreign
19registration statement if there is a change in any of the following:
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20(1) The name of the partnership.
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21(1r) The cessation of the partnership's status as a foreign limited liability
22partnership.
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23(2) The jurisdiction of the partnership's governing law.
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24(3) An address required by s. 178.1003 (4).
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1(4) The information required by s. 178.1003 (5), unless such information has
2previously been changed pursuant to s. 178.0909 or 178.0913 (5).
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3178.1005 Activities not constituting doing business. (1) Activities of a
4foreign limited liability partnership which do not constitute doing business in this
5state under this subchapter include all of the following:
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(a) Maintaining, defending, mediating, arbitrating, or settling an action or
7proceeding.
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(b) Carrying on any activity concerning its internal affairs, including holding
9meetings of its partners.
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(c) Maintaining accounts in financial institutions.
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(d) Maintaining offices or agencies for the transfer, exchange, and registration
12of securities of the partnership or maintaining trustees or depositaries with respect
13to those securities.
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(e) Selling through independent contractors.
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(f) Soliciting or obtaining orders by any means if the orders require acceptance
16outside this state before they become contracts.
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(g) Creating or acquiring indebtedness, mortgages, or security interests in
18property.
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(h) Securing or collecting debts or enforcing mortgages or security interests in
20property securing the debts and holding, protecting, or maintaining property.
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(i) Conducting an isolated transaction that is not in the course of similar
22transactions.
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(j) Owning, without more, property.
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(k) Doing business in interstate commerce.
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1(2) A person does not do business in this state solely by being a partner of a
2foreign limited liability partnership that does business in this state.
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3(3) This section does not apply in determining the contacts or activities that
4may subject a foreign limited liability partnership to service of process, taxation, or
5regulation under law of this state other than this chapter.
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6178.1006 Noncomplying name of foreign limited liability partnership. 7(1) A foreign limited liability partnership whose name does not comply with s.
8178.0902 (3) may not register to do business in this state until it adopts, for the
9purpose of doing business in this state, a fictitious name that complies with s.
10178.0902 (3). After registering to do business in this state with a fictitious name, the
11partnership shall only do business in this state under the fictitious name.
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12(2) If a registered foreign limited liability partnership changes its name to one
13that does not comply with s. 178.0902 (3), it may not do business in this state until
14it complies with sub. (1) by amending its registration to adopt a fictitious name that
15complies with s. 178.0902 (3).
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16178.1007 Withdrawal deemed on conversion to or merger into
17domestic filing entity or domestic limited liability partnership. A registered
18foreign limited liability partnership that converts to, or merges into, a domestic
19limited liability partnership or to or into a domestic entity whose formation requires
20the delivery of a record to the department for filing is deemed to have withdrawn its
21registration on the effective date of the conversion or merger, unless the registration
22is transferred to such partnership pursuant to s. 178.1009.
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23178.1008 Withdrawal on dissolution or conversion to nonfiling entity
24other than limited liability partnership. (1) (a) A registered foreign limited
25liability partnership that has dissolved and completed winding up or has converted
1to, or merged into, a domestic or foreign entity whose formation does not require the
2delivery of a record for filing by the department, other than a limited liability
3partnership, shall deliver a statement of withdrawal to the department for filing, as
4provided in s. 178.1011.
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(b) In the case of a merger or conversion, the statement under par. (a) must also
6state the name and type of entity to which or into which the partnership has
7converted or merged and the jurisdiction of its governing law.
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8(2) After a withdrawal under this section is effective, service of process in any
9action or proceeding based on a cause of action arising during the time the foreign
10limited liability partnership was registered to do business in this state may be made
11pursuant to s. 178.0912, as provided in s. 178.1011 (2).
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12178.1009 Transfer of registration. (1) When a registered foreign limited
13liability partnership has merged into a foreign entity that is not registered to do
14business in this state or has converted to a foreign entity required to register with
15the department to do business in this state, the foreign entity shall deliver to the
16department for filing an application for transfer of registration. The application
17must state all of the following:
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(a) The name of the registered foreign limited partnership before the merger
19or conversion.
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(b) That before the merger or conversion the registration pertained to a foreign
21limited liability partnership.
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(c) The name of the applicant foreign entity into which the foreign limited
23liability partnership has merged or to which it has been converted and, if the name
24does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s.
25178.1006 (1).
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1(d) The type of entity of the applicant foreign entity and the jurisdiction of its
2governing law.
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(e) The street and mailing addresses of the principal office of the applicant
4foreign entity and, if the partnership's governing law requires the entity to maintain
5an office in the jurisdiction of that governing law, the street and mailing addresses
6of that office.
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(f) The street address of the applicant foreign entity's registered office in this
8state and the name of its registered agent at that address.
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9(2) When an application for transfer of registration takes effect, the
10registration of the foreign limited liability partnership to do business in this state is
11transferred without interruption to the foreign entity into which the partnership has
12merged or to which it has been converted.
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13178.10101 Grounds for revocation. (1) Except as provided in sub. (2), the
14department may bring a proceeding under s. 178.10102 to revoke the statement of
15foreign registration of a foreign limited liability partnership authorized to do
16business in this state if any of the following applies:
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(a) The foreign limited liability partnership fails to file its annual report with
18the department within 4 months after it is due.
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(b) The foreign limited liability partnership does not pay, within 4 months after
20they are due, any fees or penalties due the department under this chapter.
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(c) The foreign limited liability partnership is without a registered agent or
22registered office in this state for at least 6 months.
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(d) The foreign limited liability partnership does not inform the department
24under s. 178.0909 or 178.0910 that its registered agent or registered office has
1changed, that its registered agent has resigned, or that its registered office has been
2discontinued, within 6 months of the change, resignation, or discontinuance.
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(e) The foreign limited liability partnership's statement of foreign registration
4contains fraudulent or materially false information.
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(f) The department receives a duly authenticated certificate from the secretary
6of state or other official having custody of partnership records in the jurisdiction of
7the foreign limited liability partnership's governing law stating that it has been
8dissolved or disappeared as the result of a merger or other event.
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(g) The foreign limited liability partnership violates s. 940.302 (2) or 948.051
10(2).
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11(2) If the department receives a certificate under sub. (1) (f) and a statement
12by the foreign limited liability partnership that the certificate is submitted to
13terminate its authority to do business in this state, the department shall revoke the
14foreign limited liability partnership's foreign registration statement under s.
15178.10102 (2) (b).
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16(3) A court may revoke under s. 946.87 the statement of foreign registration
17of a foreign limited liability partnership authorized to transact business in this state.
18The court shall notify the department of the action, and the department shall revoke
19the foreign limited liability partnership's statement of foreign registration under s.
20178.10102.
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21178.10102 Procedure for and effect of revocation. (1) If the department
22determines that one or more grounds exist under s. 178.10101 for revocation of a
23statement of foreign registration, the department may give the foreign limited
24liability partnership notice of the determination. The notice shall be in writing and
25addressed to the registered office of the foreign limited liability partnership.
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1(2) (a) Within 60 days after the notice under sub. (1) takes effect under s.
2178.0103 (6), the foreign limited liability partnership shall, with respect to each
3ground for revocation, either correct it or demonstrate to the reasonable satisfaction
4of the department that it does not exist.
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(b) If the foreign limited liability partnership fails to satisfy par. (a), the
6department may revoke the foreign limited liability partnership's statement of
7foreign registration by entering a notation in the department's records to reflect each
8ground for revocation and the effective date of the revocation. The department shall
9give the foreign limited liability partnership notice of each ground for revocation and
10the effective date of the revocation. The notice shall be in writing and addressed to
11the registered office of the foreign limited liability partnership.
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(c) 1. The department shall reinstate the statement of foreign registration if the
13foreign limited liability partnership does all of the following within 6 months after
14the effective date of the revocation:
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a. Corrects each ground for revocation.
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b. Pays any fees or penalties due the department under this chapter or $5,000,
17whichever is less.
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2. A reinstatement under this paragraph shall relate back to and take effect
19as of the effective date of the revocation, and the foreign limited liability partnership
20may resume carrying on its business as if the revocation never occurred.
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21(3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as
22undeliverable, the department shall again give notice to the foreign limited liability
23partnership. Except as provided under par. (b), the notice shall be in writing and
24addressed to the principal office of the foreign limited liability partnership.
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1(b) If the notice under par. (a) is returned to the department as undeliverable
2or if the foreign limited liability partnership's principal office cannot be determined
3from the records of the department, the department shall give notice by posting the
4notice on the department's Internet site.
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5(4) The authority of a foreign limited liability partnership to transact business
6in this state, other than as provided in s. 178.1005 (1) and (2), ends on the effective
7date of the revocation of its statement of foreign registration.