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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:
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(a) To forward to the limited liability partnership or registered foreign limited
18liability partnership at the address most recently supplied to the agent by the
19partnership or foreign partnership any process, notice, or demand pertaining to the
20partnership or foreign partnership which is served on or received by the agent.
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(b) If the registered agent resigns, to provide the notice required by s. 178.0910
22(3) to the partnership or foreign partnership at the address most recently supplied
23to the agent by the partnership or foreign partnership.
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(c) To keep current the information with respect to the agent in the statement
25of qualification or foreign registration statement.
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1178.0909 Change of registered agent or registered office by limited
2liability partnership. (1) A limited liability partnership or registered foreign
3limited liability partnership may change its registered agent or registered office as
4provided in s. 178.0913 (5) or by delivering to the department for filing a statement
5of change that states all of the following:
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(a) The name of the partnership or foreign partnership.
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(b) The information that is to be in effect as a result of the filing of the statement
8of change.
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9(2) The partners of a limited liability partnership need not approve the filing
10of any of the following:
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(a) A statement of change under this section.
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(b) A similar filing changing the registered agent or registered office, if any, of
13the partnership in any other jurisdiction.
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14(3) A statement of change under this section designating a new registered
15agent is an affirmation of fact by the limited liability partnership or registered
16foreign limited liability partnership that the agent has consented to serve.
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17(4) As an alternative to using the procedure in this section, a limited liability
18partnership may amend its statement of qualification.
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19178.0910 Resignation of registered agent. (1) A registered agent may
20resign as an agent for a limited liability partnership or registered foreign limited
21liability partnership by delivering to the department for filing a statement of
22resignation that states all of the following:
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(a) The name of the partnership or foreign partnership.
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(b) The name of the agent.
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1(c) That the agent resigns from serving as registered agent for the partnership
2or foreign partnership.
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(d) The address of the partnership or foreign partnership to which the agent
4will send the notice required by sub. (3).
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5(2) The resignation under sub. (1) is effective and, if applicable, the registered
6office is discontinued on the earlier of the following:
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(a) Sixty days after the department receives the statement of resignation for
8filing.
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(b) The date on which the appointment of a successor registered agent is
10effective.
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11(3) A registered agent promptly shall furnish to the limited liability
12partnership or registered foreign limited liability partnership notice in a record of
13the date on which a statement of resignation was filed.
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14(4) When a statement of resignation takes effect, the registered agent ceases
15to have responsibility under this chapter for any matter thereafter tendered to it as
16agent for the limited liability partnership or registered foreign limited liability
17partnership. The resignation does not affect any contractual rights the partnership
18or foreign partnership has against the agent or that the agent has against the
19partnership or foreign partnership.
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20(5) A registered agent may resign with respect to a limited liability partnership
21or registered foreign limited liability partnership whether or not the partnership or
22foreign partnership is in good standing.
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23178.0911 Change of name or address by registered agent. (1) If the name
24of a registered agent changes or if the street address of a registered agent's office
25changes, the registered agent may change the name of the registered agent or street
1address of the registered office of any limited liability partnership or foreign limited
2liability partnership for which he, she, or it is the registered agent. To make the
3change under this subsection, the registered agent shall notify the partnership or
4foreign partnership in writing of the change and deliver to the department for filing
5a statement of change that recites that the partnership or foreign partnership has
6been notified of the change and states all of the following:
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(a) The name of the partnership or foreign partnership represented by the
8registered agent.
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(b) The name and address of the agent as currently shown in the records of the
10department for the partnership or foreign partnership.
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(c) The new name, new address, or both, of the agent.
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12(2) A registered agent promptly shall furnish notice to the represented limited
13liability partnership or registered foreign limited liability partnership of the filing
14by the department of the statement of change and the changes made by the
15statement.
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16178.0912 Service of process, notice, or demand. (1) A limited liability
17partnership or registered foreign limited liability partnership may be served with
18any process, notice, or demand required or permitted by law by serving its registered
19agent.
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20(2) Except as provided in sub. (3), if a limited liability partnership or registered
21foreign limited liability partnership has no registered agent, or its registered agent
22cannot with reasonable diligence be served, the partnership or foreign partnership
23may be served by registered or certified mail, return receipt requested, or by similar
24commercial delivery service, addressed to the partnership or foreign partnership at
1its principal office, as shown on the records of the department on the date of sending.
2Service is perfected under this subsection at the earliest of the following:
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(a) The date the partnership or foreign partnership receives the mail or
4delivery by the commercial delivery service.
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(b) The date shown on the return receipt, if signed on the behalf of the
6partnership or foreign partnership.
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(c) Five days after it is deposited in the U.S. mail, or with the commercial
8delivery service, if correctly addressed and with sufficient postage or payment.
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9(3) If process, notice, or demand in an action cannot be served on a limited
10liability partnership or registered foreign limited liability partnership pursuant to
11sub. (1) or (2), service may be made by handing a copy to the individual in charge of
12any regular place of business of the partnership or foreign partnership if the
13individual served is not a plaintiff in the action. If the address of the partnership's
14or foreign partnership's principal office cannot be determined from the records of the
15department, the partnership or foreign partnership may be served by publishing a
16class 3 notice, under ch. 985, in the community where the partnership's or foreign
17partnership's principal office or registered office, as most recently designated in the
18records of the department, is located.
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19(4) Service of process, notice, or demand on a registered agent must be in a
20written record.
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21(5) Service of process, notice, or demand may be made by other means under
22law other than this chapter.
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23178.0913 Annual report for department.
(1) A limited liability
24partnership or registered foreign limited liability partnership shall deliver to the
25department for filing an annual report that states all of the following:
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1(a) The name of the partnership or registered foreign partnership.
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(b) The street address of its registered office in this state and the name of its
3registered agent at that office.
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(c) The street address of its principal office.
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(d) The name of at least one partner.
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(e) In the case of a foreign partnership, the jurisdiction of its governing law and
7any fictitious name adopted under s. 178.1006 (1).
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8(2) Information in the annual report must be current as of the date the report
9is signed by the limited liability partnership or registered foreign limited liability
10partnership.