SB657: Bill Text

SB657,79,18 (b) It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.

SB657,79,21 (c) It must state that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice.

SB657,79,25 (d) Unless the partnership has been throughout its existence a limited liability partnership, it must state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on s. 178.0306.

SB657,80,4 (3) If a dissolved limited liability partnership publishes a notice in accordance with sub. (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 2 years after the publication date of the notice:

SB657,80,5 (a) A claimant that did not receive notice in a record under s. 178.0807.

SB657,80,7 (b) A claimant whose claim was timely sent to the partnership but not acted on.

SB657,80,9 (c) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

SB657,80,11 (4) A claim not barred under this section or s. 178.0807 may be enforced against any of the following:

SB657,80,13 (a) A dissolved limited liability partnership, to the extent of its undistributed assets.

SB657,80,19 (b) Except as otherwise provided in s. 178.0809, if assets of the partnership have been distributed after dissolution, a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.

SB657,80,20 (c) Any person liable on the claim under s. 178.0306, 178.0703, or 178.0805.

SB657,81,4 178.0809 Court proceedings. (1) A dissolved limited liability partnership that has published a notice under s. 178.0808 may file an application with the circuit court in the county where the partnership's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution.

SB657,81,6 (2) Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 178.0808.

SB657,81,10 (3) Not later than 10 days after the filing of an application under sub. (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership.

SB657,81,14 (4) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.

SB657,81,20 (5) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under sub. (1) satisfies the partnership's obligations with respect to claims that are contingent, are not known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.

SB657,81,24 178.0810 Liability of partner and person dissociated as partner when claim against partnership barred. If a claim against a dissolved partnership is barred under s. 178.0807, 178.0808, or 178.0809, any corresponding claim under s. 178.0306, 178.0703, or 178.0805 is also barred.

SB657,81,25 subchapter Ix

SB657,82,1 limited liability partnership

SB657,82,3 178.0901 Statement of qualification. (1) A domestic partnership may become a limited liability partnership pursuant to this section.

SB657,82,8 (2) The terms and conditions on which a domestic partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.

SB657,82,11 (3) After the approval required by sub. (2), a partnership may become a limited liability partnership by delivering to the department for filing a statement of qualification. The statement must contain all of the following:

SB657,82,12 (a) The name of the partnership, which name satisfies s. 178.0902.

SB657,82,14 (b) The street and mailing addresses of the partnership's principal office and, if different, the street address of an office in this state, if any.

SB657,82,16 (c) The street address of the partnership's registered office in this state and the name of its registered agent at that office.

SB657,82,18 (d) A statement that the partnership elects to become a limited liability partnership.

SB657,82,22 (4) The partnership's status as a limited liability partnership begins when its statement of qualification becomes effective as provided in s. 178.0114 and remains effective, regardless of changes in the partnership, until it is canceled pursuant to sub. (6) or administratively revoked pursuant to ss. 178.09031 and 178.09032.

SB657,83,2 (5) The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.

SB657,83,5 (5r) A partnership that becomes, or ceases to be, a limited liability partnership is for all purposes the same partnership that existed before such change in status and continues to be a partnership under this chapter.

SB657,83,10 (6) A limited liability partnership may amend or cancel its statement of qualification by delivering to the department for filing a statement of amendment or cancellation. A statement of cancellation must be approved by the affirmative vote or consent of all the partners. A statement of amendment or cancellation shall state the name of the limited liability partnership and also state the following:

SB657,83,11 (a) In the case of an amendment, the text of the amendment.

SB657,83,12 (b) In the case of a cancellation, that the statement of qualification is canceled.

SB657,83,16 178.0902 Permitted names. (1) The name of a partnership that is not a limited liability partnership may not contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."

SB657,83,19 (2) The name of a limited liability partnership must contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."

SB657,83,22 (3) The name of a limited liability partnership, and the name under which a foreign limited liability partnership may register to do business in this state, must be distinguishable on the records of the department from all of the following:

SB657,83,24 (a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

SB657,84,2 (b) Any name of a limited liability partnership whose statement of qualification is in effect.

SB657,84,4 (c) Any name under which a person is registered to do business in this state by the filing of a record by the department.

SB657,84,6 (d) Any name that is reserved under s. 178.0906 or other law of this state providing for the reservation of a name by a filing of a record by the department.

SB657,84,8 (e) Any name that is registered under s. 178.0907 or other law of this state providing for the registration of a name by a filing of a record by the department.

SB657,84,13 (4r) A limited liability partnership or foreign limited liability partnership may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (3). The department shall authorize use of the name applied for if any of the following occurs:

SB657,84,20 (a) The corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association that has or has registered or reserved the name consents in writing to the use and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

SB657,84,23 (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

SB657,85,6 (5) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as "corporation," "Corp.," "incorporated," "Inc.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited liability partnership," "LLP," "L.L.P.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability company," "LLC," "L.L.C.," "cooperative association," or "cooperative" may not be taken into account.

SB657,85,11 (7) The name of a limited liability partnership or foreign limited liability partnership may not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

SB657,85,18 (8r) A limited liability partnership or foreign limited liability partnership may use in this state the name, including the fictitious name, that is used in this state by a corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association if the limited liability partnership or foreign limited liability partnership proposing to use the name has done any of the following:

SB657,85,19 (a) Merged with the other business entity.

SB657,85,20 (b) Been formed by reorganization of the other business entity.

SB657,85,22 (c) Acquired all or substantially all of the assets, including the name, of the other business entity.

SB657,85,25 178.09031 Grounds for revocation. The department may bring a proceeding under s. 178.09032 to administratively revoke the statement of qualification of a limited liability partnership if any of the following occurs:

SB657,86,2 (1) The partnership does not pay, within one year after they are due, any fees or penalties due the department under this chapter.

SB657,86,4 (2) The partnership does not have on file its annual report with the department within one year after it is due.

SB657,86,6 (3) The partnership is without a registered agent or registered office in this state for at least one year.

SB657,86,9 (4) The partnership does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

SB657,86,10 (5) The partnership violates s. 940.302 (2) or 948.051 (2).

SB657,86,15 178.09032 Procedure for and effect of administrative revocation. (1) If the department determines that one or more grounds exist under s. 178.09031 for revoking a limited liability partnership's statement of qualification, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered office of the partnership.

SB657,86,19 (2) (a) Within 60 days after the notice under sub. (1) takes effect under s. 178.0103 (6), the partnership shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.

SB657,86,24 (b) If the partnership fails to satisfy par. (a), the department may revoke the partnership's statement of qualification. The department shall enter a notation in its records to reflect each ground for revocation and the effective date of revocation and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered office of the partnership.

SB657,87,4 (3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership.

SB657,87,8 (b) If the notice under par. (a) is returned to the department as undeliverable or if the partnership's principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department's Internet site.

SB657,87,10 (4) A revocation under sub. (2) (b) affects only the partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.

SB657,87,12 (5) The partnership's right to the exclusive use of its partnership name terminates on the effective date of the revocation of its statement of qualification.

SB657,87,16 178.0904 Reinstatement following administrative revocation. (1) A partnership whose statement of qualification is administratively revoked may apply to the department for reinstatement. The application shall include all of the following:

SB657,87,18 (a) The name of the partnership and the effective date of the revocation of its statement of qualification.

SB657,87,20 (b) A statement that each ground for revocation either did not exist or has been cured.

SB657,87,21 (c) A statement that the partnership's name satisfies s. 178.0902.

SB657,87,23 (2) (a) Upon application, the department shall reinstate a partnership's statement of qualification if the department determines all of the following:

SB657,87,25 1. That the application contains the information required by sub. (1) and the information is correct.

SB657,88,2 2. That all fees and penalties owed by the partnership to the department under this chapter have been paid.

SB657,88,9 (b) Upon reinstatement of a partnership's statement of qualification under par. (a), the department shall enter a notation in its records revising the notation specified in s. 178.09032 (2) (b) to reflect cancellation of the revocation and reinstatement of the partnership's statement of qualification. The notation shall state both the department's determination under par (a) and the effective date of reinstatement. The department shall provide notice of the reinstatement to the partnership or its representative.

SB657,88,11 (4) When the reinstatement under this section is effective, all of the following shall apply:

SB657,88,13 (a) Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative revocation.

SB657,88,15 (b) Except as provided in par. (c), the partnership's status as a limited liability partnership continues as if the revocation had never occurred.

SB657,88,17 (c) The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.

SB657,88,21 178.0905 Appeal from denial of reinstatement. (1) If the department denies a partnership's application for reinstatement under s. 178.0904, the department shall serve the partnership with a written notice, addressed to the registered office of the partnership, that explains each reason for denial.

SB657,89,3 (2) The partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. To appeal, the partnership shall petition the court to set aside the revocation and attach to the petition copies of the department's notice of revocation under s. 178.09032 (2) (b), the partnership's application for reinstatement under s. 178.0904 (1), and the department's notice of denial under sub. (1).

SB657,89,6 (3) The court may order the department to reinstate the partnership's statement of qualification or may take other action that the court considers appropriate.

SB657,89,7 (4) The court's final decision may be appealed as in other civil proceedings.

SB657,89,15 178.0906 Reservation of name. (1) A person may reserve the exclusive use of a name that complies with s. 178.0902, including a fictitious name for a foreign limited liability partnership whose partnership name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.

SB657,89,19 (2) The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.

SB657,89,24 178.0907 Registration of name. (1) A foreign limited liability partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 178.1006 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 178.0902.

SB657,90,6 (2) To register its name or a fictitious name adopted pursuant to s. 178.1006 (1), a foreign limited liability partnership must deliver to the department for filing an application stating the partnership's name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 178.1006 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.

SB657,90,8 (3) The registration of a name under this section expires annually on December 31.

SB657,90,13 (4) A foreign limited liability partnership whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.

SB657,90,17 (5) A foreign limited liability partnership whose name registration is effective may register as a foreign limited liability partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

SB657,90,22 178.0908 Registered agent and registered office. (1) Each limited liability partnership and each registered foreign limited liability partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the partnership or foreign partnership that the agent has consented to serve.

SB657,91,3 (1m) The registered office of a limited liability partnership or registered foreign limited liability partnership may, but need not, be the same as any of the partnership's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent of a limited liability partnership or registered foreign limited liability partnership shall be any of the following:

SB657,91,5 (a) A natural person who resides in this state and whose business office is identical with the registered office.

SB657,91,8 (b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership whose business office is identical with the registered office.