AB498, s. 26 8Section 26. 178.51 of the statutes is created to read:
AB498,20,14 9178.51 Filing duty of the secretary of state. (1) Upon receipt of a document
10by the office of the secretary of state for filing, the secretary of state shall stamp or
11otherwise endorse the date and time of receipt on the original document copy and,
12upon request, any additional document copy received. The secretary of state shall
13return any additional document copy to the person delivering it, as confirmation of
14the date and time of receipt.
AB498,20,20 15(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the
16secretary of state shall file the document by stamping or otherwise endorsing "Filed",
17together with the secretary's title, on both the original and the document copy. After
18filing a document, the secretary of state shall deliver the document copy to the
19registered limited liability partnership or to the foreign registered limited liability
20partnership or to its representative.
AB498,20,2421 (b) If a registered limited liability partnership or foreign registered limited
22liability partnership is in default in the payment of any fee required under s. 178.48,
23the secretary of state shall refuse to file any document relating to the partnership
24until all delinquent fees are paid.
AB498,21,4
1(3) (a) If the secretary of state refuses to file a document, the secretary of state
2shall return it to the partnership, or to its representative, within 5 business days
3after the document is received by the office of the secretary of state for filing, together
4with a brief written explanation of the reason for the secretary of state's refusal.
AB498,21,65 (b) The secretary of state's failure to either file or return a document within 5
6business days after it was received constitutes a refusal to file.
AB498,21,127 (c) If a document that has been refused for filing by the secretary of state is
8resubmitted for filing by the secretary of state, the effective date of the document
9under s. 178.49 is the date that the resubmitted document is received by the
10secretary of state for filing or a delayed effective date specified in the resubmitted
11document in accordance with s. 178.49 (2). The effective time of the resubmitted
12document shall be determined under s. 178.49 (1) or (2), whichever is applicable.
AB498,21,14 13(4) Except as provided in s. 178.41 (1), the secretary of state's filing of a
14document or refusal to file a document does not do any of the following:
AB498,21,1515 (a) Affect the validity or invalidity of the document in whole or part.
AB498,21,1716 (b) Relate to the correctness or incorrectness of information contained in the
17document.
AB498,21,1918 (c) Create a presumption that the document is valid or invalid or that
19information contained in the document is correct or incorrect.
AB498, s. 27 20Section 27. 178.52 of the statutes is created to read:
AB498,22,2 21178.52 Appeal from secretary of state's refusal to file document. (1) If
22the secretary of state refuses to file a document received for filing, the partnership
23may appeal the refusal by filing a petition in circuit court to compel the secretary of
24state to file the document. The partnership shall file the petition in the circuit court
25for the county where the partnership's principal office or, if none in this state, its

1registered office is located. The partnership shall attach to the petition the document
2and any explanation by the secretary of state of the reasons for the refusal to file.
AB498,22,7 3(2) The partnership shall file the petition under sub. (1) within 30 days after
4the secretary of state returns the document under s. 178.51 (3) (a). If the secretary
5of state does not return the document within the period specified in s. 178.51 (3) (b),
6the partnership shall file the petition within 30 days after the period specified in s.
7178.51 (3) (b) expires.
AB498,22,10 8(3) The court may summarily order the secretary of state to file the document
9or take other action that the court considers appropriate. The court's final decision
10may be appealed as in other civil proceedings.
AB498,22,13 11(4) If the court orders the secretary of state to file the document under sub. (3),
12the effective date of the document shall be the date on which it was received by the
13secretary of state or a delayed effective date, if specified under s. 178.49 (2).
AB498, s. 28 14Section 28. 178.53 of the statutes is created to read:
AB498,22,21 15178.53 Applicability to foreign and interstate commerce. A partnership,
16including a registered limited liability partnership, formed pursuant to an
17agreement governed by this chapter, may conduct its business, carry on its
18operations and govern its internal affairs in accordance with this chapter, and may
19exercise the powers and enjoy the limitations on partner liability granted under this
20chapter, in any state, territory, district or possession of the United States or in any
21foreign country.
AB498, s. 29 22Section 29. 180.0401 (2) (a) 9. of the statutes is created to read:
AB498,22,2423 180.0401 (2) (a) 9. The name of a limited liability partnership formed under the
24laws of, or registered in, this state.
AB498, s. 30 25Section 30. 180.0401 (2) (b) of the statutes is amended to read:
AB498,23,5
1180.0401 (2) (b) The corporate name of a corporation is not distinguishable
2from a name referred to in par. (a) 1. to 8. 9. if the only difference between it and the
3other name is the inclusion or absence of a word or words referred to in sub. (1) (a)
41. or of the words "limited partnership", "limited liability partnership", "cooperative"
5or "limited liability company" or an abbreviation of these words.
AB498, s. 31 6Section 31. 180.0401 (3) (a) of the statutes is amended to read:
AB498,23,127 180.0401 (3) (a) The other corporation or the foreign corporation, limited
8liability company, nonstock corporation, limited partnership, limited liability
9partnership
or cooperative association consents to the use in writing and submits an
10undertaking in a form satisfactory to the secretary of state to change its name to a
11name that is distinguishable upon the records of the secretary of state from the name
12of the applicant.
AB498, s. 32 13Section 32. 180.1506 (2) (a) 9. of the statutes is created to read:
AB498,23,1514 180.1506 (2) (a) 9. The name of a limited liability partnership formed under the
15laws of, or registered in, this state.
AB498, s. 33 16Section 33. 180.1506 (2) (b) of the statutes is amended to read:
AB498,23,2217 180.1506 (2) (b) The corporate name of a foreign corporation is not
18distinguishable from a name referred to in par. (a) 1. to 8. 9. if the only difference
19between it and the other name is the inclusion or absence of a word or words referred
20to in s. 180.0401 (1) (a) 1. or of the words "limited partnership", "limited liability
21partnership",
"cooperative" or "limited liability company" or an abbreviation of these
22words.
AB498, s. 34 23Section 34. 180.1506 (3) (a) of the statutes is amended to read:
AB498,24,424 180.1506 (3) (a) The other foreign corporation or the domestic corporation,
25limited liability company, nonstock corporation, limited partnership , limited

1liability partnership
or cooperative association consents to the use in writing and
2submits an undertaking in a form satisfactory to the secretary of state to change its
3name to a name that is distinguishable upon the records of the secretary of state from
4the name of the applicant.
AB498, s. 35 5Section 35. 181.06 (3) (intro.) of the statutes is amended to read:
AB498,24,146 181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name
7of any corporation, limited liability company, limited liability partnership or limited
8partnership existing under any law of this state, or any foreign corporation, foreign
9limited liability company, foreign limited liability partnership or foreign limited
10partnership authorized to transact business or conduct affairs in this state, or a
11name the exclusive right to which is at the time reserved in the manner provided in
12this chapter or reserved or registered in the manner provided in ch. 180, except that
13this subsection shall not apply if the applicant files with the secretary of state either
14of the following:
AB498, s. 36 15Section 36. 183.0102 (18) of the statutes is amended to read:
AB498,24,1816 183.0102 (18) "Person" includes an individual, a general partnership, a limited
17partnership, a domestic or foreign limited liability company, a trust, an estate, an
18association, a corporation or any other legal or commercial entity.
AB498, s. 37 19Section 37. 183.0103 (2) (a) of the statutes is amended to read:
AB498,24,2220 183.0103 (2) (a) The name of any other limited liability company, a corporation,
21a nonstock corporation, a limited partnership, a limited liability partnership or a
22cooperative association existing under the laws of this state.
AB498, s. 38 23Section 38. 183.0103 (2) (b) of the statutes is amended to read:
AB498,25,324 183.0103 (2) (b) The name of any foreign limited liability company, foreign
25corporation, foreign nonstock corporation, foreign limited partnership , foreign

1limited liability partnership
or foreign cooperative association, or the designated,
2registered or fictitious name under which any such entity is licensed to transact
3business in this state.
AB498, s. 39 4Section 39. 183.0103 (3) of the statutes is amended to read:
AB498,25,105 183.0103 (3) The name of a limited liability company is not distinguishable
6from a name referred to in sub. (2) (a) to (c) if the only difference between it and the
7other name is the inclusion or absence of a word or words referred to in sub. (1) or
8of the words "corporation", "incorporated", "limited", "company", "limited
9partnership", "limited liability partnership" or "cooperative" or an abbreviation of
10these words.
AB498, s. 40 11Section 40. 183.0103 (4) (a) of the statutes is amended to read:
AB498,25,1712 183.0103 (4) (a) The other limited liability company, corporation, nonstock
13corporation, limited partnership, limited liability partnership or cooperative
14association consents to the use in writing and submits an undertaking in a form
15satisfactory to the secretary of state to change its name to a name that is
16distinguishable upon the records of the secretary of state from the name of the
17applicant.
AB498, s. 41 18Section 41. 183.1002 (3) (d) of the statutes is created to read:
AB498,25,2019 183.1002 (3) (d) The foreign limited liability partnership is a limited partner
20of a limited partnership that is transacting business in this state.
AB498,25,2121 (End)
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