SB657: Bill Text

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.

SB657,91,12 (c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.

SB657,91,14 (2) A registered agent for a limited liability partnership or registered foreign limited liability partnership must have a place of business in this state.

SB657,91,16 (3) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

SB657,91,20 (a) To forward to the limited liability partnership or registered foreign limited liability partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent.

SB657,91,23 (b) If the registered agent resigns, to provide the notice required by s. 178.0910 (3) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership.

SB657,91,25 (c) To keep current the information with respect to the agent in the statement of qualification or foreign registration statement.

SB657,92,5 178.0909 Change of registered agent or registered office by limited liability partnership. (1) A limited liability partnership or registered foreign limited liability partnership may change its registered agent or registered office as provided in s. 178.0913 (5) or by delivering to the department for filing a statement of change that states all of the following:

SB657,92,6 (a) The name of the partnership or foreign partnership.

SB657,92,8 (b) The information that is to be in effect as a result of the filing of the statement of change.

SB657,92,10 (2) The partners of a limited liability partnership need not approve the filing of any of the following:

SB657,92,11 (a) A statement of change under this section.

SB657,92,13 (b) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.

SB657,92,16 (3) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability partnership or registered foreign limited liability partnership that the agent has consented to serve.

SB657,92,18 (4) As an alternative to using the procedure in this section, a limited liability partnership may amend its statement of qualification.

SB657,92,22 178.0910 Resignation of registered agent. (1) A registered agent may resign as an agent for a limited liability partnership or registered foreign limited liability partnership by delivering to the department for filing a statement of resignation that states all of the following:

SB657,92,23 (a) The name of the partnership or foreign partnership.

SB657,92,24 (b) The name of the agent.

SB657,93,2 (c) That the agent resigns from serving as registered agent for the partnership or foreign partnership.

SB657,93,4 (d) The address of the partnership or foreign partnership to which the agent will send the notice required by sub. (3).

SB657,93,6 (2) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

SB657,93,8 (a) Sixty days after the department receives the statement of resignation for filing.

SB657,93,10 (b) The date on which the appointment of a successor registered agent is effective.

SB657,93,13 (3) A registered agent promptly shall furnish to the limited liability partnership or registered foreign limited liability partnership notice in a record of the date on which a statement of resignation was filed.

SB657,93,19 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability partnership or registered foreign limited liability partnership. The resignation does not affect any contractual rights the partnership or foreign partnership has against the agent or that the agent has against the partnership or foreign partnership.

SB657,93,22 (5) A registered agent may resign with respect to a limited liability partnership or registered foreign limited liability partnership whether or not the partnership or foreign partnership is in good standing.

SB657,94,6 178.0911 Change of name or address by registered agent. (1) If the name of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name of the registered agent or street address of the registered office of any limited liability partnership or foreign limited liability partnership for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the partnership or foreign partnership in writing of the change and deliver to the department for filing a statement of change that recites that the partnership or foreign partnership has been notified of the change and states all of the following:

SB657,94,8 (a) The name of the partnership or foreign partnership represented by the registered agent.

SB657,94,10 (b) The name and address of the agent as currently shown in the records of the department for the partnership or foreign partnership.

SB657,94,11 (c) The new name, new address, or both, of the agent.

SB657,94,15 (2) A registered agent promptly shall furnish notice to the represented limited liability partnership or registered foreign limited liability partnership of the filing by the department of the statement of change and the changes made by the statement.