1995 WISCONSIN ACT 97
An Act to renumber and amend 70.21, 178.12, 178.35 (1) and 178.35 (2); to amend 14.38 (14) (intro.), 178.03 (1), 178.15 (1), 178.31 (4), 178.35 (4), 178.40 (1) (intro.), 178.40 (2) (intro.), 178.40 (3) (intro.), 178.41 (1) (a), 178.41 (1) (b), 178.42 (3) (intro.), 178.44 (3), 178.45 (1) (b), 178.45 (4) (f), 178.46 (1) (intro.), 178.46 (1) (e), 178.46 (1) (f), 178.46 (2), 178.46 (4), 178.47 (1) (a) (intro.), 178.47 (1) (b), 178.47 (2), 178.48 (1) (intro.), 178.48 (2), 178.48 (3), 178.49 (1) (a) (intro.), 178.49 (1) (b), 178.50 (1), 178.50 (2) (intro.), 178.51 (title), (1), (2), (3) and (4) (intro.), 178.52, 180.0401 (2) (b), 180.0401 (3) (a), 180.1506 (2) (b), 180.1506 (3) (a), 181.06 (3) (intro.), 182.01 (3) (intro.), 183.0102 (18), 183.0103 (2) (a), 183.0103 (2) (b), 183.0103 (3) and 183.0103 (4) (a); to repeal and recreate 180.0401 (3) (a), 180.1506 (3) (a), 181.06 (3) (intro.) and 183.0103 (4) (a); and to create 70.21 (2), 178.01 (2) (de), 178.01 (2) (dm), 178.01 (2) (g), 178.12 (2), (3) and (4), 178.29 (3), 178.40, 178.41, 178.42, 178.43, 178.44, 178.45, 178.46, 178.47, 178.48, 178.49, 178.50, 178.51, 178.52, 178.53, 180.0401 (2) (a) 9., 180.1506 (2) (a) 9. and 183.1002 (3) (d) of the statutes; relating to: limited liability partnerships.
The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:
97,1
Section 1
. 14.38 (14) (intro.) of the statutes is amended to read:
14.38 (14) Name of drafter on documents. (intro.) No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or 187; no registration statement, amendment of a registration statement, or written notice of withdrawal under s. 178.40; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be filed by the secretary of state unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: “This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:
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Section 2
. 70.21 of the statutes is renumbered 70.21 (1) and amended to read:
70.21 (1) The Except as provided in sub. (2), the personal property of a partnership may be assessed in the names of the persons composing such partnership, so far as known or in the firm name or title under which the partnership business is conducted, and each partner shall be liable for the taxes levied thereon. Undistributed personal property belonging to the estate of a person deceased shall be assessed to the executor or administrator if one shall have been appointed and qualified, on the first day of January in the year in which the assessment is made, otherwise it may be assessed to the estate of such deceased person, and the tax thereon shall be paid by the executor or administrator if one be thereafter appointed, otherwise by the person or persons in possession of such property at the time of the assessment.
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Section 3
. 70.21 (2) of the statutes is created to read:
70.21 (2) The personal property of a limited liability partnership shall be assessed in the name of the partnership, and each partner shall be liable for the taxes levied thereon only to the extent permitted under s. 178.12.
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Section 4
. 178.01 (2) (de) of the statutes is created to read:
178.01 (2) (de) “Department" means the department of financial institutions.
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Section 5
. 178.01 (2) (dm) of the statutes is created to read:
178.01 (2) (dm) “Foreign registered limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another state or country and registered under the laws of that jurisdiction.
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Section 6
. 178.01 (2) (g) of the statutes is created to read:
178.01 (2) (g) “Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the laws of this state and registered under s. 178.40.
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Section 7
. 178.03 (1) of the statutes is amended to read:
178.03 (1) A partnership is an association of 2 or more persons to carry on as coowners a business for profit. A partnership includes a registered limited liability partnership and a foreign registered limited liability partnership.
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Section 8
. 178.12 of the statutes is renumbered 178.12 (1) (intro.) and amended to read:
178.12 (1) (intro.) All Except as provided in sub. (2), all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under ss. 178.10 and 178.11;.
(b) jointly Jointly for all other debts and obligations of the partnership;, but any partner may enter into a separate obligation to perform a partnership contract.
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Section 9
. 178.12 (2), (3) and (4) of the statutes are created to read:
178.12 (2) Except as provided in sub. (3), a partner in a registered limited liability partnership is not personally liable directly or indirectly, or by way of indemnification, contribution, assessment or otherwise, for any debt, obligation or liability of the partnership, whether in tort, contract or otherwise, and including any debt, obligation or liability arising from omissions, negligence, wrongful acts, misconduct or malpractice, arising while the partnership is a registered limited liability partnership.
(3) Subsection (2) does not affect the liability of a partner in a registered limited liability partnership for any of the following:
(a) The partner's own omissions, negligence, wrongful acts, misconduct or malpractice.
(b) The omissions, negligence, wrongful acts, misconduct or malpractice of any person acting under the partner's actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct or malpractice occurred.
(c) Any other debts, obligations and liabilities resulting from the partner's acts or conduct other than as a partner.
(d) Any liability that the partner may have under s. 13.69 (1).
(4) A partner in a registered limited liability partnership is not a proper defendant in a proceeding to recover damages or to enforce obligations of the type described in sub. (2) unless the partner is alleged in good faith to be personally liable under sub. (3).
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Section 10
. 178.15 (1) of the statutes is amended to read:
178.15 (1) Each partner shall be repaid that partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in s. 178.12 (2), each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to that partner's share in the profits.
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Section 11
. 178.29 (3) of the statutes is created to read:
178.29 (3) The liability is for a debt, obligation or liability for which the partner is not liable as provided in s. 178.12 (2).
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Section 12
. 178.31 (4) of the statutes is amended to read:
178.31 (4) The individual property of a deceased partner shall be liable for all those obligations of the partnership incurred while the deceased partner was a partner and for which the deceased partner was liable under s. 178.12 but subject to the prior payment of the deceased partner's separate debts.
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Section 13
. 178.35 (1) of the statutes is renumbered 178.35 (1) (intro.) and amended to read:
178.35 (1) (intro.) The assets of the partnership are all of the following:
(a) the partnership Partnership property,.
(b) the contributions Contributions of the partners necessary for the payment of all the liabilities specified in sub. (2) (4).
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Section 14
. 178.35 (2) of the statutes is renumbered 178.35 (2) (intro.) and amended to read:
178.35 (2) (intro.) The liabilities of the partnership shall rank in order of payment, as follows:
(a) those Those owing to creditors other than partners;.
(b) those Those owing to partners other than for capital and profits;.
(c) those Those owing to partners in respect of capital;.
(d) those Those owing to partners in respect of profits.
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Section 15
. 178.35 (4) of the statutes is amended to read:
178.35 (4) The Except as provided in s. 178.12 (2), the partners shall contribute, as provided by s. 178.15 (1), the amount necessary to satisfy the liabilities,
but and if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
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Section 16
. 178.40 of the statutes is created to read:
178.40 Registration of limited liability partnerships. (1) To become a registered limited liability partnership or a foreign registered limited liability partnership, a partnership shall file with the secretary of state the fee specified in s. 178.48 and a registration statement that includes all of the following:
(a) A name for the partnership that complies with s. 178.42.
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
(c) The mailing address of its principal office.
(d) The street address of the registered office and the name and address of the registered agent at that office for service of process.
(e) A statement that the partnership registers as a registered limited liability partnership or a foreign registered limited liability partnership.
(f) Any other information that the partnership determines to include.
(2) A registered limited liability partnership or a foreign registered limited liability partnership may amend its registration statement at any time by filing with the secretary of state a statement that includes all of the following:
(a) The name of the partnership.
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
(c) The date of the filing of the original registration statement.
(d) The amendment to the registration statement.
(3) A registered limited liability partnership or a foreign registered limited liability partnership may terminate its registration by filing with the secretary of state the fee specified in s. 178.48 and a written notice of withdrawal that includes all of the following:
(a) The name of the partnership.
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
(c) A statement that the partnership withdraws its registration.
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Section 17
. 178.40 (1) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
