AB150, s. 4517 8Section 4517. 179.185 (1) of the statutes is amended to read:
AB150,1534,149 179.185 (1) A limited partnership may integrate into a single instrument the
10operative provisions of its certificate of limited partnership, as shown by the original
11certificate and amendments filed under this subchapter, and it may at the same time
12also further amend its certificate of limited partnership by adopting a restated
13certificate of limited partnership. The restated certificate shall be filed together with
14a fee of $25 in the office of the secretary of state with the department.
AB150, s. 4518 15Section 4518. 179.185 (4) of the statutes is amended to read:
AB150,1534,2016 179.185 (4) On filing the restated certificate with the secretary of state
17department, the original certificate, as amended under this subchapter, is
18superseded. After its filing, the restated certificate is the certificate of limited
19partnership of the limited partnership, but the original effective date of formation
20shall remain unchanged.
AB150, s. 4519 21Section 4519. 179.19 of the statutes is amended to read:
AB150,1535,2 22179.19 Delivery of certificates to limited partners. Upon the return by
23the secretary of state department under s. 179.16 of a certificate marked "Filed", the
24general partners shall promptly deliver or mail a copy of the certificate of limited

1partnership and each certificate to each limited partner unless the partnership
2agreement provides otherwise.
AB150, s. 4520 3Section 4520. 179.24 (1) (b) of the statutes is amended to read:
AB150,1535,74 179.24 (1) (b) Withdraws from future equity participation in the enterprise by
5executing and filing in the office of the secretary of state with the department,
6together with a $15 filing fee, a certificate declaring withdrawal under this
7paragraph.
AB150, s. 4521 8Section 4521. 179.82 (intro.) of the statutes is amended to read:
AB150,1535,13 9179.82 Registration. (intro.) Before transacting business in this state, a
10foreign limited partnership shall register with the secretary of state department. A
11foreign limited partnership shall submit in duplicate, together with a filing fee of
12$75, an application for registration as a foreign limited partnership, signed and
13sworn to by a general partner and setting forth all of the following:
AB150, s. 4522 14Section 4522. 179.82 (5) of the statutes is amended to read:
AB150,1535,1815 179.82 (5) A statement that the secretary of state department is appointed the
16agent of the foreign limited partnership for service of process under s. 179.88 if the
17agent's authority has been revoked or the agent cannot be found or served with the
18exercise of reasonable diligence.
AB150, s. 4523 19Section 4523. 179.83 (1) (intro.) of the statutes is amended to read:
AB150,1535,2220 179.83 (1) (intro.) If the secretary of state department finds that an application
21for registration conforms to law and all requisite fees have been paid, he or she the
22department
shall:
AB150, s. 4524 23Section 4524. 179.83 (1) (b) of the statutes is amended to read:
AB150,1535,2424 179.83 (1) (b) File in his or her office a duplicate original of the application.
AB150, s. 4525 25Section 4525. 179.84 of the statutes is amended to read:
AB150,1536,3
1179.84 Name. A foreign limited partnership may register with the secretary
2of state
department under any name that includes without abbreviation the words
3"limited partnership" and that could be registered by a domestic limited partnership.
AB150, s. 4526 4Section 4526. 179.85 of the statutes is amended to read:
AB150,1536,10 5179.85 Amendments. If any statement in the application for registration of
6a foreign limited partnership was false when made or any arrangements or other
7facts described have changed, making the application inaccurate in any respect, the
8foreign limited partnership shall promptly file in the office of the secretary of state
9with the department, together with a filing fee of $15, a certificate, signed and sworn
10to by a general partner, correcting the statement.
AB150, s. 4527 11Section 4527. 179.86 (1) of the statutes is amended to read:
AB150,1536,1412 179.86 (1) A foreign limited partnership may cancel its registration by filing
13with the secretary of state department, together with a filing fee of $15, a certificate
14of cancellation signed and sworn to by a general partner.
AB150, s. 4528 15Section 4528. 179.86 (2) of the statutes is amended to read:
AB150,1536,1816 179.86 (2) A cancellation does not terminate the authority of the secretary of
17state
department to accept service of process on the foreign limited partnership with
18respect to claims arising out of the transaction of business in this state.
AB150, s. 4529 19Section 4529. 179.87 (4) of the statutes is amended to read:
AB150,1536,2320 179.87 (4) A foreign limited partnership, by transacting business in this state
21without registration, appoints the secretary of state department as its agent for
22service of process under s. 179.88 with respect to claims arising out of the transaction
23of business in this state.
AB150, s. 4530 24Section 4530. 179.88 of the statutes is amended to read:
AB150,1537,10
1179.88 Substituted service. Service of process on the secretary of state
2department under this subchapter shall be made by serving of duplicate copies of the
3process on the secretary of state department, together with a fee of $10. The
4secretary of state department shall mail notice of the service and a copy of the process
5within 10 days addressed to the foreign limited partnership at its office in the state
6of its organization. The time within which the foreign limited partnership may
7answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after
8the date of the mailing. The secretary of state department shall keep a record of
9service of process under this section showing the day and hour of service and the date
10of mailing.
AB150, s. 4531 11Section 4531. 180.0103 (6m) of the statutes is created to read:
AB150,1537,1312 180.0103 (6m) "Department", except in subs. (8) and (18), means the
13department of revenue.
AB150, s. 4532 14Section 4532. 180.0120 (1) (intro.) of the statutes is amended to read:
AB150,1537,1815 180.0120 (1) (intro.) Except as provided in sub. (4), a document required or
16permitted to be filed under this chapter in the office of the secretary of state with the
17department
must satisfy all of the following requirements to be filed under s.
18180.0125 (2) (a):
AB150, s. 4533 19Section 4533. 180.0120 (1) (d) of the statutes is amended to read:
AB150,1537,2120 180.0120 (1) (d) Contain the name of the drafter, if required by s. 14.38 (14)
2173.20 (3).
AB150, s. 4534 22Section 4534. 180.0120 (1) (f) of the statutes is amended to read:
AB150,1537,2423 180.0120 (1) (f) Be on the form prescribed by the secretary of state department
24if the document is described in s. 180.0121 (1).
AB150, s. 4535 25Section 4535. 180.0120 (1) (g) of the statutes is amended to read:
AB150,1538,3
1180.0120 (1) (g) Be delivered to the office of the secretary of state department
2for filing and be accompanied by one exact or conformed copy and the filing fee
3required by s. 180.0122.
AB150, s. 4536 4Section 4536. 180.0120 (2) of the statutes is amended to read:
AB150,1538,75 180.0120 (2) The secretary of state department shall file photocopies or other
6reproduced copies of typewritten or printed documents if the copies are manually
7signed and satisfy this section.
AB150, s. 4537 8Section 4537. 180.0120 (4) of the statutes is amended to read:
AB150,1538,119 180.0120 (4) The secretary of state department may waive any of the
10requirements of subs. (1) to (3) if it appears from the face of the document that the
11document's failure to satisfy the requirement is immaterial.
AB150, s. 4538 12Section 4538. 180.0121 (1) (a) (intro.) of the statutes is amended to read:
AB150,1538,1413 180.0121 (1) (a) (intro.) The secretary of state department shall prescribe and
14furnish on request forms for all of the following documents:
AB150, s. 4539 15Section 4539. 180.0121 (1) (b) of the statutes is amended to read:
AB150,1538,1816 180.0121 (1) (b) The forms prescribed by the secretary of state department
17under par. (a) 1., 2. and 3. shall require disclosure of only the information required
18under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
AB150, s. 4540 19Section 4540. 180.0121 (2) of the statutes is amended to read:
AB150,1538,2220 180.0121 (2) The secretary of state department may prescribe and furnish on
21request forms for other documents required or permitted to be filed by this chapter,
22but use of these forms is not mandatory.
AB150, s. 4541 23Section 4541. 180.0122 (1) (intro.) of the statutes is amended to read:
AB150,1539,3
1180.0122 (1) (intro.) The secretary of state department shall collect the
2following fees when the documents described in this subsection are delivered to him
3or her
for filing or, under pars. (e) and (f), the telephone applications are made:
AB150, s. 4542 4Section 4542. 180.0122 (2) of the statutes is amended to read:
AB150,1539,85 180.0122 (2) The secretary of state department shall collect a $10 fee each time
6process is served on him or her the department under this chapter. The party to a
7civil, criminal, administrative or investigatory proceeding causing service of process
8may recover this fee as costs if the party prevails in the proceeding.
AB150, s. 4543 9Section 4543. 180.0122 (3) (intro.) of the statutes is amended to read:
AB150,1539,1110 180.0122 (3) (intro.) The secretary of state department may not collect a fee for
11any of the following:
AB150, s. 4544 12Section 4544. 180.0122 (4) of the statutes is amended to read:
AB150,1539,1713 180.0122 (4) In addition to the fees required under sub. (1), the secretary of
14state
department shall collect the expedited service fee under s. 14.38 (9) s. 73.20 (4)
15for processing in an expeditious manner a document required or permitted to be filed
16under this chapter or for preparing in an expeditious manner a certificate of status
17under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
AB150, s. 4545 18Section 4545. 180.0123 (1) (a) (intro.) of the statutes is amended to read:
AB150,1539,2219 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
20180.1622 (5) or 180.1921 (4), a document filed by the secretary of state department
21under this chapter is effective on the date that it is received by the office of the
22secretary of state
department for filing and at any of the following times on that date:
AB150, s. 4546 23Section 4546. 180.0123 (1) (b) of the statutes is amended to read:
AB150,1540,3
1180.0123 (1) (b) The date that a document is received by the office of the
2secretary of state
department is determined by the secretary of state's department's
3endorsement on the original document under s. 180.0125 (1).
AB150, s. 4547 4Section 4547. 180.0124 (1) of the statutes is amended to read:
AB150,1540,95 180.0124 (1) A domestic corporation or foreign corporation may correct a
6document that is filed by the secretary of state department before, on or after
7January 1, 1991, if the document contains a statement that was incorrect at the time
8of filing or was defectively executed, including defects in any attestation, seal,
9verification or acknowledgment.
AB150, s. 4548 10Section 4548. 180.0124 (2) (intro.) of the statutes is amended to read:
AB150,1540,1311 180.0124 (2) (intro.) To correct a document under sub. (1), a domestic
12corporation or foreign corporation shall prepare and deliver to the secretary of state
13department for filing articles of correction that satisfy all of the following:
AB150, s. 4549 14Section 4549. 180.0125 (title) of the statutes is amended to read:
AB150,1540,15 15180.0125 (title) Filing duty of secretary of state department of revenue.
AB150, s. 4550 16Section 4550. 180.0125 (1) of the statutes is amended to read:
AB150,1540,2217 180.0125 (1) Upon receipt of a document by the office of the secretary of state
18department for filing, the secretary of state department shall stamp or otherwise
19endorse the date and time of receipt on the original, the document copy and, upon
20request, any additional document copy received. The secretary of state department
21shall return any additional document copy to the person delivering it, as
22confirmation of the date and time of receipt.
AB150, s. 4551 23Section 4551. 180.0125 (2) (a) of the statutes is amended to read:
AB150,1541,524 180.0125 (2) (a) Except as provided in par. (b), if a document satisfies s.
25180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2)

1or 180.1506 (1) and (2), the secretary of state department shall file the document by
2stamping or otherwise endorsing "Filed", together with his or her the department
3name and official title, on both the original and the document copy. After filing a
4document, the secretary of state department shall deliver the document copy to the
5domestic corporation or foreign corporation, or its representative.
AB150, s. 4552 6Section 4552. 180.0125 (2) (b) of the statutes is amended to read:
AB150,1541,117 180.0125 (2) (b) If a domestic corporation or foreign corporation is in default
8in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the
9secretary of state department shall refuse to file any document relating to the
10domestic corporation or foreign corporation until all delinquent fees are paid by the
11domestic corporation or foreign corporation.
AB150, s. 4553 12Section 4553. 180.0125 (3) (a) of the statutes is amended to read:
AB150,1541,1713 180.0125 (3) (a) If the secretary of state department refuses to file a document,
14he or she the department shall return it to the domestic corporation or foreign
15corporation, or its representative, within 5 business days after the document was
16received by the office of the secretary of state department for filing, together with a
17brief, written explanation of the reason for his or her the refusal.
AB150, s. 4554 18Section 4554. 180.0125 (3) (b) of the statutes is amended to read:
AB150,1541,2119 180.0125 (3) (b) The secretary of state's department's failure to either file or
20return a document within 5 business days after it was received constitutes a refusal
21to file the document.
AB150, s. 4555 22Section 4555. 180.0125 (3) (c) of the statutes is amended to read:
AB150,1542,523 180.0125 (3) (c) Except as provided in s. 180.0124 (3), if a document that had
24been refused for filing by the secretary of state department is resubmitted and filed
25by the secretary of state department, the effective date of the filed document under

1s. 180.0123 is the date that the resubmitted document is received by the office of the
2secretary of state
department for filing or a delayed effective date specified in the
3resubmitted document in accordance with s. 180.0123 (2). The effective time of the
4resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
5is applicable.
AB150, s. 4556 6Section 4556. 180.0125 (4) (intro.) of the statutes is amended to read:
AB150,1542,97 180.0125 (4) (intro.)  Except as provided in s. 180.0203 (2), the secretary of
8state's
department's filing of a document or refusal to file a document does not do any
9of the following:
AB150, s. 4557 10Section 4557. 180.0126 of the statutes is amended to read:
AB150,1542,20 11180.0126 Appeal from secretary of state's department of revenue's
12refusal to file document. (1)
If the secretary of state department refuses to file
13a document received by his or her office for filing, the domestic corporation or foreign
14corporation may appeal the refusal by filing a petition in circuit court to compel the
15secretary of state department to file the document. The domestic corporation or
16foreign corporation shall file the petition in the circuit court for the county where the
17domestic corporation's or foreign corporation's principal office or, if none in this state,
18its registered office is or will be located. The domestic corporation or foreign
19corporation shall attach to the petition the document and any explanation by the
20secretary of state department of the reasons for his or her the refusal to file.
AB150,1543,2 21(2) The domestic corporation or foreign corporation shall file the petition under
22sub. (1) within 30 days after the secretary of state department returns the document
23under s. 180.0125 (3) (a). If the secretary of state department does not return the
24document within the period specified in s. 180.0125 (3) (b), the domestic corporation

1or foreign corporation shall file the petition within 30 days after the period specified
2in s. 180.0125 (3) (b) expires.
AB150,1543,5 3(3) The court may summarily order the secretary of state department to file the
4document or take other action that the court considers appropriate. The court's final
5decision may be appealed as in other civil proceedings.
AB150, s. 4558 6Section 4558. 180.0127 of the statutes is amended to read:
AB150,1543,11 7180.0127 Evidentiary effect of copy of filed document. A certificate that
8contains the secretary of state's signature, produced manually or in facsimile, and
9this state's seal and that is attached to a
certified copy of a document filed by the
10secretary of state department is conclusive evidence that the original document is on
11file with the secretary of state department.
AB150, s. 4559 12Section 4559. 180.0128 (1) of the statutes is amended to read:
AB150,1543,1413 180.0128 (1) Any person may obtain from the secretary of state department,
14upon request, a certificate of status for a domestic corporation or foreign corporation.
AB150, s. 4560 15Section 4560. 180.0128 (2) (b) 3. of the statutes is amended to read:
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