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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20the delivery of a record to the department for filing is deemed to have withdrawn its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).
AB837,102,17
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).
AB837,103,2
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.
AB837,104,43
(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.
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8(5) If the department or a court revokes a foreign limited liability partnership's
9statement of foreign registration, the foreign limited liability partnership may be
10served under 178.0912 (2) or (3) or the foreign limited liability partnership's
11registered agent may be served until the registered agent's authority is terminated,
12in any civil, criminal, administrative, or investigatory proceeding based on a cause
13of action which arose while the foreign limited liability partnership was authorized
14to do business in this state.
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15(6) Revocation of a foreign limited liability partnership's statement of foreign
16registration does not terminate the authority of its registered agent.
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17178.10103 Appeal from revocation. (1) A foreign limited liability
18partnership may appeal the department's revocation of its statement of foreign
19registration under s. 178.10102 to the circuit court for the county where the foreign
20limited liability partnership's principal office or, if none in this state, its registered
21office is located, within 30 days after the notice of revocation takes effect under s.
22178.0103 (6). The foreign limited liability partnership shall appeal by petitioning the
23court to set aside the revocation and attaching to the petition copies of its statement
24of foreign registration and the department's notice of revocation.
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1(2) The court may order the department to reinstate the statement of foreign
2registration or may take any other action that the court considers appropriate.
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3(3) The court's final decision may be appealed as in other civil proceedings.
AB837,107,7
4178.1011 Withdrawal of registration of registered foreign limited
5liability partnership. (1) A registered foreign limited liability partnership may
6withdraw its registration by delivering a statement of withdrawal to the department
7for filing. The statement of withdrawal must state all of the following:
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(a) The name of the partnership and the jurisdiction of its governing law.
AB837,107,109
(b) That the partnership is not doing business in this state and that it
10withdraws its registration to do business in this state.
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(c) That the partnership revokes the authority of its registered agent to accept
12service on its behalf and that it consents to service of process under sub. (2) in any
13civil, criminal, administrative, or investigatory proceeding based on a cause of action
14arising during the time the partnership was registered to do business in this state.
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(d) The mailing address of its principal office or, if it has no principal office, an
16address to which service of process may be made under sub. (2), and a commitment
17to notify the department in the future of any change in such address.
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18(2) After the withdrawal of the registration of a foreign limited liability
19partnership, service of process in any action or proceeding based on a cause of action
20arising during the time the partnership was registered to do business in this state
21may be made pursuant to s. 178.0912.
AB837,107,24
22178.1012 Action by attorney general. The attorney general may maintain
23an action to enjoin a foreign limited liability partnership from doing business in this
24state in violation of this subchapter.
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SUBCHAPTER XI
AB837,108,2
1MERGER, INTEREST EXCHANGE,
2
CONVERSION, AND DOMESTICATION
AB837,108,3
3178.1101 Definitions. In this subchapter:
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4(1) "Acquired entity" means the entity all of one or more classes or series of
5interests of which are acquired in an interest exchange.
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6(2) "Acquiring entity" means the entity that acquires all of one or more classes
7or series of interests of the acquired entity in an interest exchange.
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8(2m) "Constituent entity" means a merging entity or a surviving entity in a
9merger.
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10(3) "Conversion" means a transaction authorized by ss. 178.1141 to 178.1145.
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11(4) "Converted entity" means the converting entity as it continues in existence
12after a conversion.
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13(5) "Converting entity" means an entity that engages in a conversion.
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14(8) "Domesticated entity" means the domesticating entity as it continues in
15existence after a domestication.
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16(9) "Domesticating entity" means either a non-United States entity or a
17Wisconsin partnership that engages in a domestication.
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18(10) "Domestication" means a transaction authorized by ss. 178.1151 to
19178.1155.
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20(16) "Interest" means any of the following:
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(a) A share in a business corporation.
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(b) A membership in a nonprofit corporation.
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(c) A partnership interest in a general partnership.
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(d) A partnership interest in a limited partnership.
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(e) A membership interest in a limited liability company.
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1(f) A membership interest or stock in a general cooperative association.
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(g) A membership interest in a limited cooperative association.
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(h) A membership in an unincorporated nonprofit association.
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(i) A beneficial interest in a statutory trust, business trust, or common-law
5business trust.
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(j) A comparable interest in any other type of unincorporated entity.
AB837,109,8
7(17) "Interest exchange" means a transaction authorized by ss. 178.1131 to
8178.1135.
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9(18) "Interest holder" means any of the following:
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(a) A shareholder of a business corporation.
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(b) A member of a nonprofit corporation.
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(c) A general partner of a general partnership.
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(d) A general partner of a limited partnership.
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(e) A limited partner of a limited partnership.
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(f) A member of a limited liability company.
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(g) A member or stockholder of a general cooperative association.
AB837,109,1717
(h) A member of a limited cooperative association.
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(i) A member of an unincorporated nonprofit association.
AB837,109,2019
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or
20common-law business trust.
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(k) Any other direct holder of an interest.
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22(19) "Interest holder liability" means any of the following:
AB837,109,2423
(a) Personal liability for a debt, obligation, or other liability of an entity which
24is imposed on a person under any of the following circumstances: