AB498,6,66 178.12 (1) (intro.) All Except as provided in sub. (2), all partners are liable:
AB498,6,87 (a) Jointly and severally for everything chargeable to the partnership under ss.
8178.10 and 178.11;.
AB498,6,109 (b) jointly Jointly for all other debts and obligations of the partnership;, but any
10partner may enter into a separate obligation to perform a partnership contract.
AB498, s. 8 11Section 8. 178.12 (2), (3) and (4) of the statutes are created to read:
AB498,6,1812 178.12 (2) Except as provided in sub. (3), a partner in a registered limited
13liability partnership is not personally liable directly or indirectly, or by way of
14indemnification, contribution, assessment or otherwise, for any debt, obligation or
15liability of the partnership, whether in tort, contract or otherwise, and including any
16debt, obligation or liability arising from omissions, negligence, wrongful acts,
17misconduct or malpractice, arising while the partnership is a registered limited
18liability partnership.
AB498,6,20 19(3) Subsection (2) does not affect the liability of a partner in a registered limited
20liability partnership for any of the following:
AB498,6,2221 (a) The partner's own omissions, negligence, wrongful acts, misconduct or
22malpractice.
AB498,7,223 (b) The omissions, negligence, wrongful acts, misconduct or malpractice of any
24person acting under the partner's actual supervision and control in the specific

1activity in which the omissions, negligence, wrongful acts, misconduct or
2malpractice occurred.
AB498,7,43 (c) Any other debts, obligations and liabilities resulting from the partner's acts
4or conduct other than as a partner.
AB498,7,55 (d) Any liability that the partner may have under s. 13.69 (1).
AB498,7,9 6(4) A partner in a registered limited liability partnership is not a proper
7defendant in a proceeding to recover damages or to enforce obligations of the type
8described in sub. (2) unless the partner is alleged in good faith to be personally liable
9under sub. (3).
AB498, s. 9 10Section 9. 178.15 (1) of the statutes is amended to read:
AB498,7,1611 178.15 (1) Each partner shall be repaid that partner's contributions, whether
12by way of capital or advances to the partnership property and share equally in the
13profits and surplus remaining after all liabilities, including those to partners, are
14satisfied; and, except as provided in s. 178.12 (2), each partner must contribute
15towards the losses, whether of capital or otherwise, sustained by the partnership
16according to that partner's share in the profits.
AB498, s. 10 17Section 10. 178.29 (3) of the statutes is created to read:
AB498,7,1918 178.29 (3) The liability is for a debt, obligation or liability for which the partner
19is not liable as provided in s. 178.12 (2).
AB498, s. 11 20Section 11. 178.31 (4) of the statutes is amended to read:
AB498,7,2421 178.31 (4) The individual property of a deceased partner shall be liable for all
22those obligations of the partnership incurred while the deceased partner was a
23partner and for which the deceased partner was liable under s. 178.12 but subject
24to the prior payment of the deceased partner's separate debts.
AB498, s. 12
1Section 12. 178.35 (1) of the statutes is renumbered 178.35 (1) (intro.) and
2amended to read:
AB498,8,33 178.35 (1) (intro.) The assets of the partnership are all of the following:
AB498,8,44 (a) the partnership Partnership property,.
AB498,8,65 (b) the contributions Contributions of the partners specified in sub. (4) that are
6necessary for the payment of all the liabilities specified in sub. (2).
AB498, s. 13 7Section 13. 178.35 (2) of the statutes is renumbered 178.35 (2) (intro.) and
8amended to read:
AB498,8,109 178.35 (2) (intro.) The liabilities of the partnership shall rank in order of
10payment, as follows:
AB498,8,1111 (a) those Those owing to creditors other than partners;.
AB498,8,1212 (b) those Those owing to partners other than for capital and profits;.
AB498,8,1313 (c) those Those owing to partners in respect of capital;.
AB498,8,1414 (d) those Those owing to partners in respect of profits.
AB498, s. 14 15Section 14. 178.35 (4) of the statutes is amended to read:
AB498,8,2116 178.35 (4) The Except as provided in s. 178.12 (2), the partners shall contribute,
17as provided by s. 178.15 (1), the amount necessary to satisfy the liabilities, but and
18if any, but not all, of the partners are insolvent, or, not being subject to process, refuse
19to contribute, the other partners shall contribute their share of the liabilities, and,
20in the relative proportions in which they share the profits, the additional amount
21necessary to pay the liabilities.
AB498, s. 15 22Section 15. 178.40 of the statutes is created to read:
AB498,9,2 23178.40 Registration of limited liability partnerships. (1) To become a
24registered limited liability partnership or a foreign registered limited liability

1partnership, a partnership shall file with the secretary of state the fee specified in
2s. 178.48 and a registration statement that includes all of the following:
AB498,9,33 (a) A name for the partnership that complies with s. 178.42.
AB498,9,54 (b) If a foreign registered limited liability partnership, the name of the state
5or country under whose law it is formed.
AB498,9,66 (c) The mailing address of its principal office.
AB498,9,87 (d) The street address of the registered office and the name and address of the
8registered agent at that office for service of process.
AB498,9,109 (e) A statement that the partnership registers as a registered limited liability
10partnership or a foreign registered limited liability partnership.
AB498,9,1111 (f) Any other information that the partnership determines to include.
AB498,9,14 12(2) A registered limited liability partnership or a foreign registered limited
13liability partnership may amend its registration statement at any time by filing with
14the secretary of state a statement that includes all of the following:
AB498,9,1515 (a) The name of the partnership.
AB498,9,1716 (b) If a foreign registered limited liability partnership, the name of the state
17or country under whose law it is formed.
AB498,9,1818 (c) The date of the filing of the original registration statement.
AB498,9,1919 (d) The amendment to the registration statement.
AB498,9,23 20(3) A registered limited liability partnership or a foreign registered limited
21liability partnership may terminate its registration by filing with the secretary of
22state the fee specified in s. 178.48 and a written notice of withdrawal that includes
23all of the following:
AB498,9,2424 (a) The name of the partnership.
AB498,10,2
1(b) If a foreign registered limited liability partnership, the name of the state
2or country under whose law it is formed.
AB498,10,33 (c) A statement that the partnership withdraws its registration.
AB498, s. 16 4Section 16. 178.41 of the statutes is created to read:
AB498,10,6 5178.41 Effect of registration. (1) A registration of a limited liability
6partnership is effective when the registration statement takes effect under s. 178.49.
AB498,10,117 (a) The secretary of state's filing of a registration statement is conclusive proof
8that the partnership is registered as a registered limited liability partnership or a
9foreign registered limited liability partnership under this chapter, except in a
10proceeding by the state to revoke the registration, and is notice of all other facts set
11forth in the registration statement.
AB498,10,1512 (b) The secretary of state's filing of a registration statement of a foreign
13registered limited liability partnership under s. 178.40 constitutes its certificate of
14authority to transact business in this state and is notice of all other facts set forth
15in the registration statement.
AB498,10,18 16(2) (a) A partnership that registers as a registered limited liability partnership
17is for all purposes the same partnership that existed before the registration and
18continues to be a partnership under the laws of this state.
AB498,11,419 (b) If a registered limited liability partnership or a foreign registered limited
20liability partnership dissolves for any reason and its business continues without
21winding up the partnership affairs and without liquidating or terminating the
22partnership, and so long as the partnership continues to comply with s. 178.42, the
23registration of the registered limited liability partnership or the foreign registered
24limited liability partnership shall continue to be applicable to the partnership
25continuing the business, and the partnership shall not be required to file a new

1registration statement. The partnership continuing the business shall be considered
2to have filed any documents required or permitted under this chapter which were
3filed by the dissolved registered limited liability partnership or foreign registered
4limited liability partnership.
AB498,11,10 5(3) If a registered limited liability partnership or a foreign registered limited
6liability partnership dissolves for any reason and winds up its affairs, liquidates or
7terminates, the registration statement remains in effect as to the partnership and
8partners during the period of winding up and remains in effect as to the partners
9after liquidation or termination with respect to liabilities of the partnership
10incurred, assumed or arising before the effective date of liquidation or termination.
AB498,11,17 11(4) A partnership continues as a registered limited liability partnership or
12foreign registered limited liability partnership if there is substantial compliance
13with the requirements of this chapter. The status of a partnership as a registered
14limited liability partnership or foreign registered limited liability partnership and
15the liability of a partner of that registered limited liability partnership or foreign
16registered limited liability partnership shall not be adversely affected by errors or
17subsequent changes in the information stated in any filing under this chapter.
AB498, s. 17 18Section 17. 178.42 of the statutes is created to read:
AB498,11,22 19178.42 Name of registered limited liability partnership. (1) The name
20of a registered limited liability partnership shall contain the words "Registered
21Limited Liability Partnership" or "Limited Liability Partnership" or the
22abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
AB498,12,2 23(2) The name of a foreign registered limited liability partnership transacting
24business in this state shall contain the words "Registered Limited Liability
25Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or

1"LLP", or other words or abbreviations as may be required or authorized by the laws
2of the jurisdiction in which the partnership is formed.
AB498,12,5 3(3) Except as provided in sub. (4), the name of a registered limited liability
4partnership shall be distinguishable upon the records of the secretary of state from
5all of the following names:
AB498,12,86 (a) The name of any other domestic or foreign registered limited liability
7partnership, limited partnership, or limited liability company existing, registered or
8licensed to transact business under the laws of this state.
AB498,12,99 (b) Any name reserved or registered under ch. 179 or 183.
AB498,12,14 10(4) The name of a registered limited liability partnership is not distinguishable
11from a name referred to under sub. (3) (a) and (b) if the only difference between it and
12the other name is the inclusion or absence of a word or words referred to in sub. (1)
13or (2) or the words "limited partnership", "limited liability company" or abbreviations
14of these words.
AB498,12,18 15(5) If the name of a domestic or foreign limited liability partnership is not
16distinguishable from a name referred to under sub. (3) (a) and (b), the domestic or
17foreign limited liability partnership may register under a fictitious name that is
18distinguishable from a name referred to under sub. (3) (a) and (b).
AB498, s. 18 19Section 18. 178.43 of the statutes is created to read:
AB498,12,24 20178.43 Registered office and registered agent. A registered limited
21liability partnership and foreign registered limited liability partnership shall
22continuously maintain a registered office and registered agent. The registered office
23may be the same as any of the partnership's places of business. The registered agent
24shall be any of the following:
AB498,13,2
1(1) A natural person who resides in this state and whose business office is
2identical with the registered office.
AB498,13,4 3(2) A domestic corporation, nonstock corporation, limited liability company,
4limited partnership or registered limited liability partnership.
AB498,13,8 5(3) A foreign corporation, foreign limited liability company, foreign limited
6partnership or foreign registered limited liability partnership if that entity is
7authorized to transact business in this state and the entity's business office is
8identical with the registered office.
AB498, s. 19 9Section 19. 178.44 of the statutes is created to read:
AB498,13,13 10178.44 Service on registered limited liability partnership. (1) A
11registered limited liability partnership's or foreign registered limited liability
12partnership's registered agent is the partnership's agent for service of process, notice
13or demand required or permitted by law to be served on the partnership.
AB498,13,19 14(2) Except as provided in sub. (3), if a registered limited liability partnership
15or a foreign registered limited liability partnership has no registered agent or the
16agent cannot with reasonable diligence be served, the partnership may be served by
17registered or certified mail, return receipt requested, addressed to the partnership
18at its principal office. Service is perfected under this subsection at the earliest of the
19following:
AB498,13,2020 (a) The date on which the partnership receives the mail.
AB498,13,2121 (b) The date shown on the return receipt, if signed on behalf of the partnership.
AB498,13,2322 (c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
23addressed.
AB498,14,4 24(3) If the address of the registered limited liability partnership's or foreign
25registered limited liability partnership's principal office cannot be determined from

1the records of the secretary of state, the partnership may be served by publishing a
2class 3 notice, under ch. 985, in the community in which the partnership's principal
3office or registered office, as most recently designated in the records of the secretary
4of state, is located.
AB498,14,8 5(4) This section does not limit or affect the right to serve any process, notice or
6demand required or permitted by law to be served on a registered limited liability
7partnership or a foreign registered limited liability partnership in any other manner
8permitted by law.
AB498, s. 20 9Section 20. 178.45 of the statutes is created to read:
AB498,14,12 10178.45 Foreign registered limited liability partnerships. (1) Before
11transacting business in this state, a foreign registered limited liability partnership
12shall do all of the following:
AB498,14,1513 (a) Comply with any statutory or administrative registration or filing
14requirements governing the specific type of business in which the partnership is
15engaged.
AB498,14,1716 (b) Obtain a certificate of authority from the secretary of state by filing a
17registration statement under s. 178.40.
AB498,14,19 18(2) A foreign registered limited liability partnership holding a valid certificate
19of authority under this section is subject to ss. 178.40 to 178.53.
AB498,14,23 20(3) The internal affairs of a foreign registered limited liability partnership,
21including the liability of partners for debts, obligations and liabilities of or
22chargeable to the partnership, shall be subject to and governed by the laws of the
23jurisdiction in which the foreign limited liability partnership is formed.
AB498,15,3
1(4) The following shall apply to a foreign registered limited liability
2partnership transacting business in this state without filing a registration
3statement and obtaining a certificate of authority under s. 178.40:
AB498,15,64 (a) A foreign registered limited liability partnership transacting business in
5this state without a certificate of authority may not maintain a proceeding in a court
6of this state until it obtains a certificate of authority.
AB498,15,117 (b) Neither the successor to a foreign registered limited liability partnership
8that transacted business in this state without a certificate of authority nor the
9assignee of a cause of action arising out of that business may maintain a proceeding
10based on that cause of action in a court of this state until the foreign registered
11limited liability partnership or its successor obtains a certificate of authority.
AB498,15,1712 (c) A court may stay a proceeding commenced by a foreign registered limited
13liability partnership, or its successor or assignee, until the court determines if the
14foreign limited liability partnership or its successor requires a certificate of
15authority. If the court determines that a certificate is required, the court may further
16stay the proceeding until the foreign registered limited liability partnership or its
17successor obtains the certificate of authority.
AB498,15,1918 (d) The failure of a foreign registered limited liability partnership to obtain a
19certificate of authority does not do any of the following:
AB498,15,2120 1. Impair the validity of any contract or act of the foreign registered limited
21liability partnership or its title to property in this state.
AB498,15,2322 2. Affect the right of any other party to a contract to maintain any action on the
23contract.
AB498,16,3
13. Prevent the foreign registered limited liability partnership from defending
2any civil, criminal, administrative or investigatory proceeding in any court of this
3state.
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