SB657: Bill Text

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:

SB657,38,20 (a) As to a subsequent transferee who gave value for property transferred under sub. (1) (a) or (b), the partnership proves that the subsequent transferee knew or had been notified that the person who signed the instrument of initial transfer lacked authority to bind the partnership.

SB657,38,23 (b) As to a transferee who gave value for property transferred under sub. (1) (c), the partnership proves that the transferee knew or had been notified of all of the following:

SB657,38,24 1. The property was partnership property.

SB657,39,2 2. The person who signed the instrument of initial transfer lacked authority to bind the partnership.

SB657,39,6 (3) A partnership may not recover partnership property from a subsequent transferee, for lack of authority under this subchapter to make the transfer, if the partnership would not have been entitled to recover the property under sub. (2) from any earlier transferee of the property.

SB657,39,10 (4) If a person holds all of the partners' interests in a partnership that is dissolved under subch. VIII, all the partnership property vests in that person. The person may sign a record in the name of the partnership to evidence vesting of the property in that person and may file or record the record.

SB657,39,12 178.0303 Statement of partnership authority. (1) (a) A partnership may deliver to the department for filing a statement of partnership authority.

SB657,39,13 (b) The statement of authority must include all of the following:

SB657,39,14 1. The name of the partnership.

SB657,39,16 2. If the partnership is not a limited liability partnership, the street and mailing addresses of its principal office.

SB657,39,18 3. If the partnership is a limited liability partnership, the street address of its registered office in this state and the name of its registered agent at that office.

SB657,39,21 (c) With respect to any position that exists in or with respect to the partnership, the statement of authority may state the authority, or limitations on the authority, of all persons holding the position to do any of the following:

SB657,39,23 1. Sign an instrument transferring real property held in the name of the partnership.

SB657,39,25 2. Enter into other transactions on behalf of, or otherwise act for or bind, the partnership.

SB657,40,2 (d) The statement of authority may state the authority, or limitations on the authority, of a specific person to do any of the following:

SB657,40,4 1. Sign an instrument transferring real property held in the name of the partnership.

SB657,40,6 2. Enter into other transactions on behalf of, or otherwise act for or bind, the partnership.

SB657,40,9 (2) To amend or cancel a statement of authority filed by the department, a partnership must deliver to the department for filing an amendment or cancellation stating all of the following:

SB657,40,10 (a) The name of the partnership.

SB657,40,12 (b) If the partnership is not a limited liability partnership, the street and mailing addresses of the partnership's principal office.

SB657,40,14 (c) If the partnership is a limited liability partnership, the street address of its registered office in this state and the name of its registered agent at that office.

SB657,40,15 (d) The date the statement being affected became effective.

SB657,40,17 (e) The contents of the amendment or a declaration that the statement is canceled.

SB657,40,21 (2m) (a) A statement of authority is renewable for successive 5-year periods. To renew a statement of authority filed by the department, a partnership must deliver to the department for filing, during the 3 months before the cancellation would occur under sub. (10), a statement of renewal that includes all of the following:

SB657,40,22 1. The name of the partnership.

SB657,40,24 2. If the partnership is not a limited liability partnership, the street and mailing addresses of the partnership's principal office.

SB657,41,2 3. If the partnership is a limited liability partnership, the street address of its registered office in this state and the name of its registered agent at that office.

SB657,41,3 4. The statement of authority being affected.

SB657,41,4 5. A declaration that the statement of authority is being renewed.

SB657,41,7 (b) When filed, a statement of renewal that complies with par. (a) renews the statement of authority for a 5-year period commencing with the date of filing of the statement of renewal.

SB657,41,9 (3) A statement of authority affects only the power of a person to bind a partnership to persons that are not partners.

SB657,41,13 (4) Subject to sub. (3) and s. 178.0103 (4) (a), and except as otherwise provided in subs. (6) to (8), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation.

SB657,41,17 (5) Subject to sub. (3), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value any of the following applies:

SB657,41,18 (a) The person has knowledge to the contrary.

SB657,41,19 (b) The statement has been canceled or restrictively amended under sub. (2).

SB657,41,21 (c) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.

SB657,42,2 (6) Subject to sub. (3), an effective statement of authority that grants authority to transfer real property held in the name of the partnership, a certified copy of which statement is recorded in the office of the register of deeds for the county in which the property is located, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value any of the following applies:

SB657,42,5 (a) The statement has been canceled or restrictively amended under sub. (2), and a certified copy of the cancellation or restrictive amendment has been recorded in the office of the register of deeds for the county in which the property is located.

SB657,42,9 (b) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective, and a certified copy of the later-effective statement is recorded in the office of the register of deeds for the county in which the property is located.

SB657,42,13 (7) Subject to sub. (3), if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a partnership is recorded in the office of the register of deeds for the county in which the property is located, all persons are deemed to know of the limitation.

SB657,42,16 (8) Subject to sub. (9), an effective statement of dissolution is a cancellation of any filed statement of authority for the purposes of sub. (6) and is a limitation on authority for purposes of sub. (7).