(b) Neither the successor to a foreign registered limited liability partnership that transacted business in this state without a certificate of authority nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court of this state until the foreign registered limited liability partnership or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign registered limited liability partnership, or its successor or assignee, until the court determines if the foreign limited liability partnership or its successor requires a certificate of authority. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign registered limited liability partnership or its successor obtains the certificate of authority.
(d) The failure of a foreign registered limited liability partnership to obtain a certificate of authority does not do any of the following:
1. Impair the validity of any contract or act of the foreign registered limited liability partnership or its title to property in this state.
2. Affect the right of any other party to a contract to maintain any action on the contract.
3. Prevent the foreign registered limited liability partnership from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.
(e) A foreign registered limited liability partnership that transacts business in this state without a certificate of authority is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, for an amount equal to the sum of the following:
1. All fees that would have been imposed under this chapter upon the foreign registered limited liability partnership had it applied for and received a certificate of authority.
2. Fifty percent of the amount under subd. 1. or $5,000, whichever is less.
(f) The foreign registered limited liability partnership shall pay the amount owed under par. (e) to the secretary of state. The secretary of state may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under par. (e).
(g) A partner of a foreign registered limited liability partnership is not liable for the debts and obligations of the foreign registered limited liability partnership solely because the foreign registered limited liability partnership transacted business in this state without a certificate of authority.
97,29
Section 29
. 178.45 (1) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.45 (1) (b) Obtain a certificate of authority from the secretary of state department by filing a registration statement under s. 178.40.
97,30
Section 30
. 178.45 (4) (f) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.45 (4) (f) The foreign registered limited liability partnership shall pay the amount owed under par. (e) to the secretary of state department. The secretary of state department may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under par. (e).
97,31
Section 31
. 178.46 of the statutes is created to read:
178.46 Filing requirements. (1) Except as provided in sub. (4), a document required or permitted to be filed under s. 178.40 or 178.50 in the office of the secretary of state shall satisfy all of the following requirements:
(a) Contain the information required by this chapter, although it may also contain other information.
(b) Be in the English language, except that a partnership name need not be in English if it is written in English letters or Arabic or Roman numerals.
(c) Contain the name of the drafter, if required by s. 14.38 (14).
(d) Be executed in accordance with sub. (3).
(e) Be on the form prescribed by the secretary of state if the document is described in s. 178.47.
(f) Be delivered to the office of the secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 178.48.
(2) The secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) and are originally executed to satisfy sub. (3).
(3) (a) The documents described in s. 178.40 or 178.50 shall be executed by one or more partners authorized by the partnership or as otherwise provided in the partnership agreement.
(b) The person executing a document shall sign it and, beneath or opposite the signature, type or legibly print his or her name.
(4) The secretary of state may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
97,32
Section 32
. 178.46 (1) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.46 (1) (intro.) Except as provided in sub. (4), a document required or permitted to be filed under s. 178.40 or 178.50 in the office of the secretary of state department shall satisfy all of the following requirements:
97,33
Section 33
. 178.46 (1) (e) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.46 (1) (e) Be on the form prescribed by the
secretary of state department if the document is described in s. 178.47.
97,34
Section 34
. 178.46 (1) (f) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.46 (1) (f) Be delivered to the office of the secretary of state department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 178.48.
97,35
Section 35
. 178.46 (2) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.46 (2) The secretary of state
department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) and are originally executed to satisfy sub. (3).
97,36
Section 36
. 178.46 (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.46 (4) The secretary of state
department may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
97,37
Section 37
. 178.47 of the statutes is created to read:
178.47 Forms. (1) (a) The secretary of state shall prescribe and furnish on request forms for all of the following documents:
1. A registration statement under s. 178.40 (1).
2. An amended registration statement under s. 178.40 (2).
3. A notice of withdrawal under s. 178.40 (3).
(b) The forms prescribed by the secretary of state under par. (a) 1., 2. and 3. shall require disclosure of only the information required under s. 178.40 (1), (2) and (3), respectively.
(c) The use of a form prescribed under par. (a) is mandatory.
(2) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed with the secretary's office under this chapter, but use of these forms is not mandatory.
97,38
Section 38
. 178.47 (1) (a) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.47 (1) (a) (intro.) The secretary of state department shall prescribe and furnish on request forms for all of the following documents:
97,39
Section 39
. 178.47 (1) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.47 (1) (b) The forms prescribed by the secretary of state department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under s. 178.40 (1), (2) and (3), respectively.
97,40
Section 40
. 178.47 (2) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.47 (2) The secretary of state
department may prescribe and furnish on request forms for other documents required or permitted to be filed with the secretary's office department under this chapter, but use of these forms is not mandatory.
97,41
Section 41
. 178.48 of the statutes is created to read:
178.48 Filing and service fees.
(1) The secretary of state shall collect the following fees when the documents described under this subsection are delivered to the secretary of state for filing:
(a) Registration statement, $100.
(b) Amendment of registration statement, $40.
(c) Termination of registration, $40.
(d) Articles of correction, $40.
(2) The secretary of state shall collect a $10 fee each time process is served on the secretary of state under this chapter.
(3) In addition to the fees required under sub. (1), the secretary of state shall collect $25 for processing in an expeditious manner a document required or permitted to be filed with the secretary of state under this chapter.
97,42
Section 42
. 178.48 (1) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.48 (1) (intro.) The secretary of state department shall collect the following fees when the documents described under this subsection are delivered to the secretary of state department for filing:
97,43
Section 43
. 178.48 (2) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.48 (2) The secretary of state department shall collect a $10 fee each time process is served on the secretary of state department under this chapter.
97,44
Section 44
. 178.48 (3) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.48 (3) In addition to the fees required under sub. (1), the secretary of state department shall collect $25 for processing in an expeditious manner a document required or permitted to be filed with the secretary of state department under this chapter.
97,45
Section 45
. 178.49 of the statutes is created to read:
178.49 Effective date and time of document. (1) (a) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the office of the secretary of state for filing and at any of the following times on that date:
1. The time of day specified in the document as its effective time.
2. If no effective time is specified, at the close of business.
(b) The date that a document is received by the office of the secretary of state is determined by the secretary of state's endorsement on the original document.
(2) A document may specify a delayed effective date and time, except that the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the date and time specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
97,46
Section 46
. 178.49 (1) (a) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.49 (1) (a) (intro.) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the office of the secretary of state department for filing and at any of the following times on that date:
97,47
Section 47
. 178.49 (1) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.49 (1) (b) The date that a document is received by the office of the secretary of state department is determined by the secretary of state's department's endorsement on the original document.
97,48
Section 48
. 178.50 of the statutes is created to read:
178.50 Correcting filed document.
(1) A registered limited liability partnership or foreign registered limited liability partnership holding a certificate of authority under s. 178.40 may correct a document that was filed with the secretary of state if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.
(2) To correct a document under sub. (1), a registered limited liability partnership or a foreign registered limited liability partnership holding a certificate of authority under s. 178.40 shall file with the secretary of state articles of correction that include all of the following:
(a) A description of the document, including its filing date, or a copy of the document.
(b) An identification of the incorrect statement and the reason that it is incorrect, or the manner in which the execution was defective, whichever applies.
(c) The corrected statement or execution.
(3) (a) Except as provided in par. (b), articles of correction are effective on the effective date of the document that they correct.
(b) With respect to a person relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
97,49
Section 49
. 178.50 (1) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.50 (1) A registered limited liability partnership or foreign registered limited liability partnership holding a certificate of authority under s. 178.40 may correct a document that was filed with the secretary of state
department if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.
97,50
Section 50
. 178.50 (2) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
178.50 (2) (intro.) To correct a document under sub. (1), a registered limited liability partnership or a foreign registered limited liability partnership holding a certificate of authority under s. 178.40 shall file with the secretary of state department articles of correction that include all of the following:
97,51
Section 51
. 178.51 of the statutes is created to read:
178.51 Filing duty of the secretary of state. (1) Upon receipt of a document by the office of the secretary of state for filing, the secretary of state shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.
