AB566,39,1815 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been
16withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's
17charter or the equivalent or right to conduct business has not been reinstated, within
1890 days after the notification under subd. 1.
AB566,58 19Section 58 . 178.0701 (5) of the statutes is amended to read:
AB566,39,2420 178.0701 (5) If no agreement for the purchase of the interest of a person
21dissociated as a partner is reached within 120 days after a written demand for
22payment, the partnership shall pay, or cause to be paid, in money to the person the
23amount the partnership estimates to be the buyout price and accrued interest,
24reduced by any offsets and accrued interest under sub. (3).
AB566,59 25Section 59 . 178.0701 (7) (d) of the statutes is amended to read:
AB566,40,5
1178.0701 (7) (d) Written notice that the payment is in full satisfaction of the
2obligation to purchase unless, not later than 120 days after the written notice, the
3person dissociated as a partner commences an action to determine the buyout price,
4any offsets and accrued interest under sub. (3), or other terms of the obligation to
5purchase.
AB566,60 6Section 60 . 178.0701 (9) of the statutes is amended to read:
AB566,40,227 178.0701 (9) A person dissociated as a partner may maintain an action against
8the partnership, pursuant to s. 178.0410 (2), to determine the buyout price of that
9person's interest, any offsets and accrued interest under sub. (3), or other terms of
10the obligation to purchase. The action must be commenced not later than 120 days
11after the partnership has tendered payment or an offer to pay in accordance with
12subs. (5) to (8) to the extent applicable or within one year after written demand for
13payment if no payment or offer to pay is tendered. The court shall determine the
14buyout price of the person's interest, any offset due under sub. (3), and accrued
15interest, and enter judgment for any additional payment or refund. If deferred
16payment is authorized under sub. (8), the court shall also determine the security for
17payment and other terms of the obligation to purchase. The court may assess
18reasonable attorney fees and the fees and expenses of appraisers or other experts for
19a party to the action, in amounts the court finds equitable, against a party that the
20court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be
21based on the partnership's failure to tender payment or an offer to pay or to comply
22with sub. (7).
AB566,61 23Section 61 . 178.0804 (1) (intro.) of the statutes is amended to read:
AB566,41,3
1178.0804 (1) (intro.) A partnership is bound by a partner's act with respect to
2a transaction with another person party after dissolution if any of the following
3applies:
AB566,62 4Section 62 . 178.0806 (3) (a) of the statutes is amended to read:
AB566,41,105 178.0806 (3) (a) Each person that was a partner when the obligation was
6incurred and that has not been released from the obligation under s. 178.0703 (3) or
7(4)
shall contribute to the partnership for the purpose of enabling the partnership to
8satisfy the obligation. The contribution due from each of those persons is in
9proportion to the right to receive distributions in the capacity of a partner in effect
10for each of those persons when the obligation was incurred.
AB566,63 11Section 63 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).
AB566,64 12Section 64 . 178.0807 (2) (c) of the statutes is amended to read:
AB566,41,1513 178.0807 (2) (c) State the deadline for receipt of a claim, which may not be less
14than 120 days after the date the notice is received by the claimant effective under s.
15178.0103 (6)
.
AB566,65 16Section 65 . 178.0807 (3) (b) 1. and 2. of the statutes are amended to read:
AB566,41,2017 178.0807 (3) (b) 1. The partnership causes notifies the claimant to receive a
18notice
in a record stating that the claim is rejected and will be barred unless the
19claimant commences an action against the partnership to enforce the claim within
2090 days after the claimant receives the notice is effective under s. 178.0103 (6).
AB566,41,2221 2. The claimant does not commence the required action within 90 days after
22the claimant receives the notice of rejection is effective under s. 178.0103 (6).
AB566,66 23Section 66 . 178.0807 (4) of the statutes is amended to read:
AB566,42,224 178.0807 (4) This section does not apply to a claim based on an event occurring
25after the date of dissolution or a liability that on that date is contingent, or a liability

1for an additional assessment under s. 71.74 or for sales and use taxes determined as
2owing under s. 77.59
.
AB566,67 3Section 67 . 178.0808 (title) of the statutes is amended to read:
AB566,42,5 4178.0808 (title) Other claims Claims against dissolved limited liability
5partnership
generally.
AB566,68 6Section 68 . 178.0808 (1) of the statutes is amended to read:
AB566,42,97 178.0808 (1) A dissolved limited liability partnership may publish notice of its
8dissolution and request persons having claims against the partnership , whether
9known or unknown,
to present them in accordance with the notice.
AB566,69 10Section 69 . 178.0808 (2) (a) of the statutes is amended to read:
AB566,42,1511 178.0808 (2) (a) It must be published as a class 1 notice, under ch. 985, in a
12newspaper of general circulation in the county in this state in which the dissolved
13limited liability partnership's principal office is located or, if the principal office is not
14located in this state, in the county in which the office of the partnership's registered
15agent office is or was last located.
AB566,70 16Section 70 . 178.0809 (1) of the statutes is amended to read:
AB566,42,2517 178.0809 (1) A dissolved limited liability partnership that has published a
18notice under s. 178.0808 may file an application with the circuit court in the county
19in this state where the partnership's principal office is located or, if the principal
20office is not located in this state, where the office of its partnership's registered agent
21office is or was last located, for a determination of the amount and form of security
22to be provided for payment of claims that are contingent or are not known to the
23partnership or that are based on an event occurring after the effective date of
24dissolution but that, based on the facts known to the partnership, are reasonably
25expected to arise after the effective date of dissolution.
AB566,71
1Section 71. 178.0901 (3) (c) of the statutes is amended to read:
AB566,43,32 178.0901 (3) (c) The street address of the partnership's registered office in this
3state and the name and e-mail address of its registered agent at that office.
AB566,72 4Section 72 . 178.0902 (1) of the statutes is amended to read:
AB566,43,95 178.0902 (1) The name of a partnership that is not a limited liability
6partnership may not contain the phrase “Registered Limited Liability Partnership"
7or “Limited Liability Partnership" or the abbreviation “ R.L.L.P.," “L.L.P.," “RLLP,"
8or “LLP." or a variation of these abbreviations that differs only with respect to
9capitalization of letters or punctuation.
AB566,73 10Section 73 . 178.0902 (2) of the statutes is amended to read:
AB566,43,1511 178.0902 (2) The name of a limited liability partnership must contain the
12phrase “Registered Limited Liability Partnership" or “Limited Liability
13Partnership" or the abbreviation “R.L.L.P.," “L.L.P.," “RLLP," or “LLP.or a variation
14of these abbreviations that differs only with respect to capitalization of letters or
15punctuation.
AB566,74 16Section 74 . 178.0902 (5) of the statutes is amended to read:
AB566,44,217 178.0902 (5) In determining whether a name is the same as or not
18distinguishable on the records of the department from the name of another person,
19words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
20“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “ limited
21partnership," “LP," “L.P.," “limited liability partnership," “LLP," “L.L.P.," “ limited
22liability limited partnership," “LLLP," “L.L.L.P.," “registered limited liability limited
23partnership," “RLLLP," “R.L.L.L.P.," “limited liability company," “LLC," “L.L.C.,"
24“cooperative association," or “cooperative," or a variation of these abbreviations that

1differs only with respect to capitalization of letters or punctuation,
may not be taken
2into account.
AB566,75 3Section 75 . 178.09032 (5) of the statutes is amended to read:
AB566,44,64 178.09032 (5) The partnership's right to the exclusive use of its partnership
5name terminates on the effective date of the revocation of its statement of
6qualification under sub. (2) (b).
AB566,76 7Section 76 . 178.09032 (6) of the statutes is created to read:
AB566,44,108 178.09032 (6) The administrative revocation of a statement of qualification of
9a limited liability partnership does not terminate the authority of its registered
10agent.
AB566,77 11Section 77 . 178.0905 (2) of the statutes is amended to read:
AB566,44,1912 178.0905 (2) The partnership may appeal the denial of reinstatement to the
13circuit court for the county where the partnership's principal office or, if none in this
14state, its registered office is located, within 30 days after service of the notice of denial
15is perfected effective under s. 178.0103 (6). To appeal, the partnership shall petition
16the court to set aside the revocation and attach to the petition copies of the
17department's notice of revocation under s. 178.09032 (2) (b), the partnership's
18application for reinstatement under s. 178.0904 (1), and the department's notice of
19denial under sub. (1).
AB566,78 20Section 78 . 178.0908 (2) of the statutes is amended to read:
AB566,44,2321 178.0908 (2) A registered agent for a limited liability partnership or registered
22foreign limited liability partnership must have an e-mail account and a place of
23business in this state.
AB566,79 24Section 79 . 178.0911 (1) (intro.) of the statutes is amended to read:
AB566,45,9
1178.0911 (1) (intro.) If the name or e-mail address of a registered agent
2changes or if the street address of a registered agent's office changes, the registered
3agent may change the name or e-mail address of the registered agent or street
4address of the registered office of any limited liability partnership or foreign limited
5liability partnership for which he, she, or it is the registered agent. To make the
6change under this subsection, the registered agent shall notify the partnership or
7foreign partnership in writing of the change and deliver to the department for filing
8a statement of change that recites that the partnership or foreign partnership has
9been notified of the change and states all of the following:
AB566,80 10Section 80 . 178.0911 (1) (b) of the statutes is amended to read:
AB566,45,1311 178.0911 (1) (b) The name, e-mail address, and street address of the agent as
12currently shown in the records of the department for the partnership or foreign
13partnership.
AB566,81 14Section 81 . 178.0911 (1) (c) of the statutes is amended to read:
AB566,45,1615 178.0911 (1) (c) The Any new name, new e-mail address, or new street address,
16or both,
of the agent.
AB566,82 17Section 82 . 178.0912 (1) of the statutes is amended to read:
AB566,45,2318 178.0912 (1) A limited liability partnership or registered foreign limited
19liability partnership may be served with any process, notice, or demand required or
20permitted by law by serving its registered agent. The department may serve any
21written notice required or authorized under this chapter by e-mailing it to the
22registered agent's e-mail address on file with the department, and such notice shall
23be effective as provided in s. 178.0103 (6).
AB566,83 24Section 83 . 178.0913 (1) (b) of the statutes is amended to read:
AB566,46,2
1178.0913 (1) (b) The street address of its registered office in this state and the
2name and e-mail address of its registered agent at that office.
AB566,84 3Section 84 . 178.1003 (5) of the statutes is amended to read:
AB566,46,54 178.1003 (5) The address of the partnership's registered office in this state and
5the name and e-mail address of its registered agent at that office.
AB566,85 6Section 85 . 178.1004 (intro.) of the statutes is amended to read:
AB566,46,10 7178.1004 Amendment or cancellation of foreign registration
8statement.
(intro.) A registered foreign limited liability partnership shall deliver
9to the department for filing an amendment to, or cancellation of, as appropriate, its
10foreign registration statement if there is a change in any of the following:
AB566,86 11Section 86 . 178.1004 (1) of the statutes is amended to read:
AB566,46,1412 178.1004 (1) The name of the partnership and, if the name of the partnership
13filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted
14pursuant to s. 178.1006 (1)
.
AB566,87 15Section 87 . 178.1004 (4) of the statutes is amended to read:
AB566,46,1816 178.1004 (4) The information required by s. 178.1003 (5), unless such
17information has previously been changed pursuant to s. 178.0116, 178.0909, or
18178.0913 (5).
AB566,88 19Section 88 . 178.1006 (1) of the statutes is amended to read:
AB566,46,2420 178.1006 (1) A foreign limited liability partnership whose name does not
21comply with s. 178.0902 (3) may not register to do business in this state until it
22adopts, for the purpose of doing business in this state, a fictitious name that complies
23with s. 178.0902 (3). After registering to do business in this state with a fictitious
24name, the partnership shall only do business in this state under the fictitious name.
AB566,89 25Section 89 . 178.1006 (2) of the statutes is amended to read:
AB566,47,4
1178.1006 (2) If a registered foreign limited liability partnership changes its
2name to one that does not comply with s. 178.0902 (3), it may not do business in this
3state until it complies with sub. (1) by amending its registration to adopt a fictitious
4name that complies with s. 178.0902 (3).
AB566,90 5Section 90 . 178.1009 (1) (c) of the statutes is amended to read:
AB566,47,96 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign
7limited liability partnership has merged or to which it has been converted and, if the
8name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s.
9178.1006 (1).
AB566,91 10Section 91 . 178.1009 (1) (f) of the statutes is amended to read:
AB566,47,1311 178.1009 (1) (f) The street address of the applicant foreign entity's registered
12office in this state and the name and e-mail address of its registered agent at that
13address.
AB566,92 14Section 92 . 178.10101 (1) (d) of the statutes is amended to read:
AB566,47,1915 178.10101 (1) (d) The foreign limited liability partnership does not inform the
16department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or
17registered office has changed, that its registered agent has resigned, or that its
18registered office has been discontinued, within 6 months of the change, resignation,
19or discontinuance.
AB566,93 20Section 93 . 178.10102 (1) of the statutes is amended to read:
AB566,47,2521 178.10102 (1) If the department determines that one or more grounds exist
22under s. 178.10101 for revocation of a foreign limited liability partnership's
23statement of foreign registration, the department may give the foreign limited
24liability partnership notice of the determination. The notice shall be in writing and
25addressed to the registered office agent of the foreign limited liability partnership.
AB566,94
1Section 94. 178.10102 (2) (b) of the statutes is amended to read:
AB566,48,82 178.10102 (2) (b) If the foreign limited liability partnership fails to satisfy par.
3(a), the department may revoke the foreign limited liability partnership's statement
4of foreign registration by entering a notation in the department's records to reflect
5each ground for revocation and the effective date of the revocation. The department
6shall give the foreign limited liability partnership notice of each ground for
7revocation and the effective date of the revocation. The notice shall be in writing and
8addressed to the registered office agent of the foreign limited liability partnership.
AB566,95 9Section 95 . 178.1011 (1) (c) of the statutes is amended to read:
AB566,48,1410 178.1011 (1) (c) That Whether the partnership revokes the authority of its
11registered agent to accept service on its behalf and, in any event, that it also consents
12to service of process under sub. (2) in any civil, criminal, administrative, or
13investigatory proceeding based on a cause of action arising during the time the
14partnership was registered to do business in this state.
AB566,96 15Section 96 . 178.1101 (16) (b) of the statutes is amended to read:
AB566,48,1616 178.1101 (16) (b) A membership in a nonprofit or nonstock corporation.
AB566,97 17Section 97 . 178.1101 (16) (h) of the statutes is amended to read:
AB566,48,1818 178.1101 (16) (h) A membership in an unincorporated nonprofit association.
AB566,98 19Section 98 . 178.1101 (18) (b) of the statutes is amended to read:
AB566,48,2020 178.1101 (18) (b) A member of a nonprofit or nonstock corporation.
AB566,99 21Section 99 . 178.1101 (18) (i) of the statutes is amended to read:
AB566,48,2222 178.1101 (18) (i) A member of an unincorporated nonprofit association.
AB566,100 23Section 100 . 178.1102 (2) of the statutes is amended to read:
AB566,49,324 178.1102 (2) A transaction effected under this chapter subchapter may not
25create or impair a right, duty, or obligation of a person under the law of this state,

1other than this subchapter, relating to a change in control, takeover, business
2combination, control-share acquisition, or similar transaction involving a domestic
3constituent, acquired, or converting entity.
AB566,101 4Section 101 . 178.1123 (2) of the statutes is amended to read:
AB566,49,105 178.1123 (2) Subject to s. 178.1161 and the governing law of each constituent
6entity
, after a plan of merger is approved, and at any time before a merger becomes
7effective, except as otherwise provided in the plan of merger, the constituent entities
8may amend the plan of merger or abandon the merger as provided in the plan of
9merger or, except as otherwise provided in the plan of merger, with the same vote or
10consent as was required to approve the plan of merger.
Loading...
Loading...