SB657: Bill Text

SB657,30,3 (2) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 178.0117 (2).

SB657,30,9 (3) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

SB657,30,13 178.0115 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 178.1123 (2), 178.1133 (2), 178.1143 (2), and 178.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

SB657,30,14 (2) A statement of withdrawal must satisfy all of the following:

SB657,30,16 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

SB657,30,17 (b) It must identify the record to be withdrawn.

SB657,30,20 (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

SB657,30,22 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

SB657,30,25 178.0116 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

SB657,31,1 (a) The record at the time of filing was inaccurate.

SB657,31,2 (b) The record was defectively signed.

SB657,31,3 (c) The electronic transmission of the record to the department was defective.

SB657,31,5 (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

SB657,31,6 (3) (a) A statement of correction may not state a delayed effective date.

SB657,31,7 (b) A statement of correction must satisfy all of the following:

SB657,31,8 1. It must be signed by the person correcting the filed record.

SB657,31,9 2. It must identify the filed record to be corrected.

SB657,31,10 3. It must specify the inaccuracy or defect to be corrected.

SB657,31,11 4. It must correct the inaccuracy or defect.

SB657,31,15 (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 178.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

SB657,31,19 178.0117 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

SB657,31,24 (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the partnership to which the statement pertains.

SB657,32,2 (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

SB657,32,4 (a) Return the record or notify the person that submitted the record of the refusal.

SB657,32,5 (b) Provide a brief explanation in a record of the reason for the refusal.

SB657,32,9 (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

SB657,32,11 (5) The filing of or refusal to file a record does not create a presumption of any of the following:

SB657,32,12 (a) That the record does or does not conform to the requirements of this chapter.

SB657,32,13 (b) That the information contained in the record is correct or incorrect.

SB657,32,16 (6) Except as otherwise provided by s. 178.0912 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

SB657,32,17 (a) In person to the person that submitted it.

SB657,32,18 (b) To the address of the person's registered agent.

SB657,32,19 (c) To the principal office of the person.

SB657,32,20 (d) To another address the person provides to the department for delivery.

SB657,32,22 178.0119 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

SB657,33,2 178.0120 Fees; certified copies; filing false documents. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. Subject to sub. (2) (a), the department may also collect a fee in connection with any request under s. 178.0121.

SB657,33,3 (2) (a) Any fee under sub (1) shall be established by the department by rule.

SB657,33,6 (b) The department may collect an expedited service fee, established by rule, for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter.

SB657,33,8 (c) The department may, by rule, specify a larger fee for filing records in paper format.

SB657,33,10 (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

SB657,33,15 (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.

SB657,33,18 178.0121 Confirmation of status. (1) Any person may obtain from the department, upon request, a certificate of status for a limited liability partnership or a foreign limited liability partnership.

SB657,33,19 (2) A certificate of status shall include all of the following information:

SB657,33,21 (a) The limited liability partnership's name or the foreign limited liability partnership's name and fictitious name, if any, used in this state.

SB657,33,22 (b) Whether each of the following is true:

SB657,33,25 1. The limited liability partnership is a limited liability partnership under the laws of this state, or the foreign limited liability partnership is authorized to transact business in this state.

SB657,34,3 2. The limited liability partnership or the foreign limited liability partnership has, during its most recently completed report year, filed with the department the annual report required by s. 178.0913.

SB657,34,6 3. The limited liability partnership has not filed a cancellation of its statement of qualification and is not the subject of a proceeding under s. 178.09032 to revoke its statement of qualification.

SB657,34,9 4. The foreign limited liability partnership has not filed a cancellation of its registration statement and is not the subject of a proceeding under s. 178.10102 to revoke its registration statement.

SB657,34,12 (c) The limited liability partnership's effective date of its statement of qualification or the foreign limited liability partnership's effective date of its registration statement.

SB657,34,14 (3) The certificate of status may include other facts of record in the department that are requested.

SB657,34,18 (4) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited liability partnership or the foreign limited liability partnership is in existence or is authorized to transact business in this state.

SB657,34,21 (5) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

SB657,34,22 SUBCHAPTER II

SB657,34,23 NATURE OF PARTNERSHIP

SB657,34,25 178.0201 Partnership as entity. (1) A partnership is an entity distinct from its partners.

SB657,35,2 (2) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under s. 178.0901.

SB657,35,6 178.0202 Formation of partnership. (1) Except as otherwise provided in sub. (2), the association of 2 or more persons to carry on, as co-owners, a business for profit forms a partnership, whether or not the persons intend to form a partnership.

SB657,35,8 (2) An association whose governing law is other than the law of this state is not a partnership under this chapter.

SB657,35,9 (3) In determining whether a partnership is formed, the following rules apply:

SB657,35,12 (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

SB657,35,15 (b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

SB657,35,18 (c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment of or for any of the following:

SB657,35,19 1. A debt by installments or otherwise.

SB657,35,21 2. Services as an independent contractor or wages or other compensation to an employee.

SB657,35,22 3. Rent.

SB657,35,24 4. An annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner.

SB657,36,4 5. Interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral.

SB657,36,6 6. The sale of the goodwill of a business or other property by installments or otherwise.

SB657,36,8 178.0203 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.

SB657,36,10 178.0204 When property is partnership property. (1) Property is partnership property if acquired in the name of any of the following:

SB657,36,11 (a) The partnership.

SB657,36,14 (b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

SB657,36,16 (2) Property is acquired in the name of the partnership by a transfer to any of the following:

SB657,36,17 (a) The partnership in its name.

SB657,36,20 (b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

SB657,36,24 (3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

SB657,37,4 (4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

SB657,37,5 subchapter III

SB657,37,6 relations of partners to persons

SB657,37,7 dealing with partnership

SB657,37,9 178.0301 Partner agent of partnership. Subject to the effect of a statement of partnership authority under s. 178.0303, the following rules apply:

SB657,37,16 (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.

SB657,37,20 (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership's business or business of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.

SB657,37,22 178.0302 Transfer of partnership property. (1) Partnership property may be transferred as follows:

SB657,38,2 (a) Subject to the effect of a statement of partnership authority under s. 178.0303, partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partnership name.

SB657,38,7 (b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.

SB657,38,12 (c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.

SB657,38,16 (2) A partnership may recover partnership property from a transferee, as a result of the lack of authority under this subchapter to make the transfer, only if the partnership proves that signing of the instrument of initial transfer did not bind the partnership under s. 178.0301 and if any of the following is true: