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1(3) If a dissolved limited liability partnership publishes a notice in accordance
2with sub. (2), the claim of each of the following claimants is barred unless the
3claimant commences an action to enforce the claim against the partnership not later
4than 2 years after the publication date of the notice:
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(a) A claimant that did not receive notice in a record under s. 178.0807.
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(b) A claimant whose claim was timely sent to the partnership but not acted
7on.
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(c) A claimant whose claim is contingent at, or based on an event occurring
9after, the date of dissolution.
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10(4) A claim not barred under this section or s. 178.0807 may be enforced against
11any of the following:
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(a) A dissolved limited liability partnership, to the extent of its undistributed
13assets.
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(b) Except as otherwise provided in s. 178.0809, if assets of the partnership
15have been distributed after dissolution, a partner or transferee to the extent of that
16person's proportionate share of the claim or of the partnership's assets distributed
17to the partner or transferee after dissolution, whichever is less, but a person's total
18liability for all claims under this paragraph may not exceed the total amount of
19assets distributed to the person after dissolution.
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(c) Any person liable on the claim under s. 178.0306, 178.0703, or 178.0805.
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21178.0809 Court proceedings. (1) A dissolved limited liability partnership
22that has published a notice under s. 178.0808 may file an application with the circuit
23court in the county where the partnership's principal office is located or, if the
24principal office is not located in this state, where the office of its registered agent is
25or was last located, for a determination of the amount and form of security to be
1provided for payment of claims that are contingent or are not known to the
2partnership or that are based on an event occurring after the effective date of
3dissolution but that, based on the facts known to the partnership, are reasonably
4expected to arise after the effective date of dissolution.
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5(2) Provision need not be made for any claim that is or is reasonably anticipated
6to be barred under s. 178.0808.
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7(3) Not later than 10 days after the filing of an application under sub. (1), the
8dissolved limited liability partnership shall give notice of the proceeding to each
9claimant holding a contingent claim whose contingent claim is known to the
10partnership.
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11(4) In any proceeding under this section, the court may appoint a guardian ad
12litem to represent all claimants whose identities are unknown. The reasonable fees
13and expenses of the guardian, including all reasonable expert witness fees, must be
14paid by the dissolved limited liability partnership.
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15(5) A dissolved limited liability partnership that provides security in the
16amount and form ordered by the court under sub. (1) satisfies the partnership's
17obligations with respect to claims that are contingent, are not known to the
18partnership, or are based on an event occurring after the effective date of dissolution,
19and such claims may not be enforced against a partner or transferee on account of
20assets received in liquidation.
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21178.0810 Liability of partner and person dissociated as partner when
22claim against partnership barred. If a claim against a dissolved partnership is
23barred under s. 178.0807, 178.0808, or 178.0809, any corresponding claim under s.
24178.0306, 178.0703, or 178.0805 is also barred.
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subchapter Ix
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1limited liability partnership
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2178.0901 Statement of qualification.
(1) A domestic partnership may
3become a limited liability partnership pursuant to this section.
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4(2) The terms and conditions on which a domestic partnership becomes a
5limited liability partnership must be approved by the affirmative vote or consent
6necessary to amend the partnership agreement except, in the case of a partnership
7agreement that expressly addresses obligations to contribute to the partnership, the
8affirmative vote or consent necessary to amend those provisions.
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9(3) After the approval required by sub. (2), a partnership may become a limited
10liability partnership by delivering to the department for filing a statement of
11qualification. The statement must contain all of the following:
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(a) The name of the partnership, which name satisfies s. 178.0902.
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(b) The street and mailing addresses of the partnership's principal office and,
14if different, the street address of an office in this state, if any.
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(c) The street address of the partnership's registered office in this state and the
16name of its registered agent at that office.
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(d) A statement that the partnership elects to become a limited liability
18partnership.
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19(4) The partnership's status as a limited liability partnership begins when its
20statement of qualification becomes effective as provided in s. 178.0114 and remains
21effective, regardless of changes in the partnership, until it is canceled pursuant to
22sub. (6) or administratively revoked pursuant to ss. 178.09031 and 178.09032.
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23(5) The status of a partnership as a limited liability partnership and the
24protection against liability of its partners for the debts, obligations, or other
25liabilities of the partnership while it is a limited liability partnership is not affected
1by errors or later changes in the information required to be contained in the
2statement of qualification.
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3(5r) A partnership that becomes, or ceases to be, a limited liability partnership
4is for all purposes the same partnership that existed before such change in status and
5continues to be a partnership under this chapter.
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6(6) A limited liability partnership may amend or cancel its statement of
7qualification by delivering to the department for filing a statement of amendment or
8cancellation. A statement of cancellation must be approved by the affirmative vote
9or consent of all the partners. A statement of amendment or cancellation shall state
10the name of the limited liability partnership and also state the following:
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(a) In the case of an amendment, the text of the amendment.
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(b) In the case of a cancellation, that the statement of qualification is canceled.
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13178.0902 Permitted names. (1) The name of a partnership that is not a
14limited liability partnership may not contain the phrase "Registered Limited
15Liability Partnership" or "Limited Liability Partnership" or the abbreviation
16"R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
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17(2) The name of a limited liability partnership must contain the phrase
18"Registered Limited Liability Partnership" or "Limited Liability Partnership" or the
19abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
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20(3) The name of a limited liability partnership, and the name under which a
21foreign limited liability partnership may register to do business in this state, must
22be distinguishable on the records of the department from all of the following:
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(a) Any name of an existing person whose formation required the filing of a
24record by the department and which is not at the time administratively dissolved.
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1(b) Any name of a limited liability partnership whose statement of qualification
2is in effect.
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(c) Any name under which a person is registered to do business in this state by
4the filing of a record by the department.
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(d) Any name that is reserved under s. 178.0906 or other law of this state
6providing for the reservation of a name by a filing of a record by the department.
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(e) Any name that is registered under s. 178.0907 or other law of this state
8providing for the registration of a name by a filing of a record by the department.
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9(4r) A limited liability partnership or foreign limited liability partnership may
10apply to the department for authorization to use in this state a name that is not
11distinguishable upon the records of the department from one or more of the names
12described in sub. (3). The department shall authorize use of the name applied for if
13any of the following occurs:
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(a) The corporation, limited liability company, nonstock corporation, limited
15partnership, limited liability partnership, foreign limited liability partnership,
16general cooperative association, or limited cooperative association that has or has
17registered or reserved the name consents in writing to the use and submits an
18undertaking in a form satisfactory to the department to change its name to a name
19that is distinguishable upon the records of the department from the name of the
20applicant, or to cancel the registration or reservation.
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(b) The applicant delivers to the department a certified copy of a final judgment
22of a court of competent jurisdiction establishing the applicant's right to use the name
23applied for in this state.
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24(5) In determining whether a name is the same as or not distinguishable on the
25records of the department from the name of another person, words, phrases, or
1abbreviations indicating a type of entity, such as "corporation," "Corp.,"
2"incorporated," "Inc.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited
3liability partnership," "LLP," "L.L.P.," "limited liability limited partnership," "LLLP,"
4"L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.,"
5"limited liability company," "LLC," "L.L.C.," "cooperative association," or
6"cooperative" may not be taken into account.
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7(7) The name of a limited liability partnership or foreign limited liability
8partnership may not contain language stating or implying that the entity is
9organized for a purpose subject to regulation under another statute of this state,
10unless its purpose is not prohibited by, and the entity is subject to all the limitations
11of, the other statute.
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12(8r) A limited liability partnership or foreign limited liability partnership may
13use in this state the name, including the fictitious name, that is used in this state by
14a corporation, limited liability company, nonstock corporation, limited partnership,
15limited liability partnership, foreign limited liability partnership, general
16cooperative association, or limited cooperative association if the limited liability
17partnership or foreign limited liability partnership proposing to use the name has
18done any of the following:
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(a) Merged with the other business entity.
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(b) Been formed by reorganization of the other business entity.
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(c) Acquired all or substantially all of the assets, including the name, of the
22other business entity.
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23178.09031 Grounds for revocation. The department may bring a
24proceeding under s. 178.09032 to administratively revoke the statement of
25qualification of a limited liability partnership if any of the following occurs:
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1(1) The partnership does not pay, within one year after they are due, any fees
2or penalties due the department under this chapter.
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3(2) The partnership does not have on file its annual report with the department
4within one year after it is due.
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5(3) The partnership is without a registered agent or registered office in this
6state for at least one year.
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7(4) The partnership does not notify the department within one year that its
8registered agent or registered office has been changed, that its registered agent has
9resigned, or that its registered office has been discontinued.
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10(5) The partnership violates s. 940.302 (2) or 948.051 (2).
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11178.09032 Procedure for and effect of administrative revocation. (1) 12If the department determines that one or more grounds exist under s. 178.09031 for
13revoking a limited liability partnership's statement of qualification, the department
14may give the partnership notice of the determination. The notice shall be in writing
15and addressed to the registered office of the partnership.
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16(2) (a) Within 60 days after the notice under sub. (1) takes effect under s.
17178.0103 (6), the partnership shall, with respect to each ground for revocation, either
18correct it or demonstrate to the reasonable satisfaction of the department that it does
19not exist.
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(b) If the partnership fails to satisfy par. (a), the department may revoke the
21partnership's statement of qualification. The department shall enter a notation in
22its records to reflect each ground for revocation and the effective date of revocation
23and shall give the partnership notice of those facts. The notice shall be in writing and
24addressed to the registered office of the partnership.
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1(3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as
2undeliverable, the department shall again give notice to the partnership. Except as
3provided under par. (b), this notice shall be in writing and addressed to the principal
4office of the partnership.
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(b) If the notice under par. (a) is returned to the department as undeliverable
6or if the partnership's principal office cannot be determined from the records of the
7department, the department shall give the notice by posting the notice on the
8department's Internet site.
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9(4) A revocation under sub. (2) (b) affects only the partnership's status as a
10limited liability partnership and is not an event of dissolution of the partnership.
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11(5) The partnership's right to the exclusive use of its partnership name
12terminates on the effective date of the revocation of its statement of qualification.
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13178.0904 Reinstatement following administrative revocation. (1) A
14partnership whose statement of qualification is administratively revoked may apply
15to the department for reinstatement. The application shall include all of the
16following:
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(a) The name of the partnership and the effective date of the revocation of its
18statement of qualification.
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(b) A statement that each ground for revocation either did not exist or has been
20cured.
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(c) A statement that the partnership's name satisfies s. 178.0902.
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22(2) (a) Upon application, the department shall reinstate a partnership's
23statement of qualification if the department determines all of the following:
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1. That the application contains the information required by sub. (1) and the
25information is correct.
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12. That all fees and penalties owed by the partnership to the department under
2this chapter have been paid.
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(b) Upon reinstatement of a partnership's statement of qualification under par.
4(a), the department shall enter a notation in its records revising the notation
5specified in s. 178.09032 (2) (b) to reflect cancellation of the revocation and
6reinstatement of the partnership's statement of qualification. The notation shall
7state both the department's determination under par (a) and the effective date of
8reinstatement. The department shall provide notice of the reinstatement to the
9partnership or its representative.
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10(4) When the reinstatement under this section is effective, all of the following
11shall apply:
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(a) Except as provided in par. (c), the reinstatement relates back to and takes
13effect as of the effective date of the administrative revocation.
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(b) Except as provided in par. (c), the partnership's status as a limited liability
15partnership continues as if the revocation had never occurred.
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(c) The rights of a person arising out of an act or omission in reliance on the
17revocation before the person knew or had notice of the reinstatement are unaffected.
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18178.0905 Appeal from denial of reinstatement. (1) If the department
19denies a partnership's application for reinstatement under s. 178.0904, the
20department shall serve the partnership with a written notice, addressed to the
21registered office of the partnership, that explains each reason for denial.
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22(2) The partnership may appeal the denial of reinstatement to the circuit court
23for the county where the partnership's principal office or, if none in this state, its
24registered office is located, within 30 days after service of the notice of denial is
25perfected. To appeal, the partnership shall petition the court to set aside the
1revocation and attach to the petition copies of the department's notice of revocation
2under s. 178.09032 (2) (b), the partnership's application for reinstatement under s.
3178.0904 (1), and the department's notice of denial under sub. (1).
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4(3) The court may order the department to reinstate the partnership's
5statement of qualification or may take other action that the court considers
6appropriate.
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7(4) The court's final decision may be appealed as in other civil proceedings.
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8178.0906 Reservation of name. (1) A person may reserve the exclusive use
9of a name that complies with s. 178.0902, including a fictitious name for a foreign
10limited liability partnership whose partnership name is not available, by delivering
11an application to the department for filing. The application shall include the name
12and address of the applicant and the name proposed to be reserved. If the
13department finds that the name is available, the department shall reserve the name
14for the applicant's exclusive use for a 120-day period, which may be renewed by the
15applicant or a transferee under sub. (2) from time to time.
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16(2) The person who has the right to exclusive use of a reserved name under sub.
17(1) may transfer the reservation to another person by delivering to the department
18a signed notice in a record of the transfer which states the name and address of the
19person to which the reservation is being transferred.
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20178.0907 Registration of name. (1) A foreign limited liability partnership
21not registered to do business in this state under subch. X may register its name, or
22a fictitious name adopted pursuant to s. 178.1006 (1), if the name is distinguishable
23on the records of the department from the names that are not available under s.
24178.0902.
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1(2) To register its name or a fictitious name adopted pursuant to s. 178.1006
2(1), a foreign limited liability partnership must deliver to the department for filing
3an application stating the partnership's name, the jurisdiction and date of its
4formation, and any fictitious name adopted pursuant to s. 178.1006 (1). If the
5department finds that the name applied for is available, the department shall
6register the name for the applicant's exclusive use.
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7(3) The registration of a name under this section expires annually on December
831.
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9(4) A foreign limited liability partnership whose name registration is effective
10may renew the registration by delivering to the department for filing, between
11October 31 and December 31 of each year that the registration is in effect, a renewal
12application that complies with this section. When filed, the renewal application
13renews the registration for the next year.
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14(5) A foreign limited liability partnership whose name registration is effective
15may register as a foreign limited liability partnership under the registered name or
16consent in a signed record to the use of that name by another person that is not an
17individual.
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18178.0908 Registered agent and registered office. (1) Each limited
19liability partnership and each registered foreign limited liability partnership shall
20designate and maintain a registered agent and registered office in this state. The
21designation of a registered agent is an affirmation of fact by the partnership or
22foreign partnership that the agent has consented to serve.
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23(1m) The registered office of a limited liability partnership or registered
24foreign limited liability partnership may, but need not, be the same as any of the
25partnership's places of business. The registered office must be an actual physical
1location with a street address and not solely a post office box, mailbox service, or
2telephone answering service. The registered agent of a limited liability partnership
3or registered foreign limited liability partnership shall be any of the following:
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(a) A natural person who resides in this state and whose business office is
5identical with the registered office.
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(b) A domestic corporation, nonstock corporation, limited liability company,
7limited partnership, or registered limited liability partnership whose business office
8is identical with the registered office.
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(c) A foreign corporation, nonstock corporation, limited liability company,
10limited partnership, or registered limited liability partnership if that entity is
11authorized to transact business in this state and the entity's business office is
12identical with the registered office.
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13(2) A registered agent for a limited liability partnership or registered foreign
14limited liability partnership must have a place of business in this state.
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15(3) The only duties under this chapter of a registered agent that has complied
16with this chapter are the following: