SB176,25,2221 178.46 (1) (e) Be on the form prescribed by the department secretary of state
22if the document is described in s. 178.47.
SB176, s. 50 23Section 50. 178.46 (1) (f) of the statutes is amended to read:
SB176,26,3
1178.46 (1) (f) Be delivered to the department secretary of state for filing and
2be accompanied by one exact or conformed copy and the filing fee required by s.
3178.48.
SB176, s. 51 4Section 51. 178.46 (2) of the statutes is amended to read:
SB176,26,75 178.46 (2) The department secretary of state shall file photocopies or other
6reproduced copies of typewritten or printed documents if the copies satisfy sub. (1)
7and are originally executed to satisfy sub. (3).
SB176, s. 52 8Section 52. 178.46 (4) of the statutes is amended to read:
SB176,26,119 178.46 (4) The department secretary of state 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.
SB176, s. 53 12Section 53. 178.47 (1) (a) (intro.) of the statutes is amended to read:
SB176,26,1413 178.47 (1) (a) (intro.) The department secretary of state shall prescribe and
14furnish on request forms for all of the following documents:
SB176, s. 54 15Section 54. 178.47 (1) (b) of the statutes is amended to read:
SB176,26,1816 178.47 (1) (b) The forms prescribed by the department secretary of state under
17par. (a) 1., 2. and 3. shall require disclosure of only the information required under
18s. 178.40 (1), (2) and (3), respectively.
SB176, s. 55 19Section 55. 178.47 (2) of the statutes is amended to read:
SB176,26,2320 178.47 (2) The department secretary of state may prescribe and furnish on
21request forms for other documents required or permitted to be filed with the
22department secretary of state under this chapter, but use of these forms is not
23mandatory.
SB176, s. 56 24Section 56. 178.48 (1) (intro.) of the statutes is amended to read:
SB176,27,3
1178.48 (1) (intro.) The department secretary of state shall collect the following
2fees when the documents described under this subsection are delivered to the
3department secretary of state for filing:
SB176, s. 57 4Section 57. 178.48 (2) of the statutes is amended to read:
SB176,27,65 178.48 (2) The department secretary of state shall collect a $10 fee each time
6process is served on the department secretary of state under this chapter.
SB176, s. 58 7Section 58. 178.48 (3) of the statutes is amended to read:
SB176,27,118 178.48 (3) In addition to the fees required under sub. (1), the department
9secretary of state shall collect $25 for processing in an expeditious manner a
10document required or permitted to be filed with the department secretary of state
11under this chapter.
SB176, s. 59 12Section 59. 178.49 (1) (a) (intro.) of the statutes is amended to read:
SB176,27,1513 178.49 (1) (a) (intro.) Except as provided in sub. (2), a document filed under this
14chapter is effective on the date that it is received by the department secretary of state
15for filing and at any of the following times on that date:
SB176, s. 60 16Section 60. 178.49 (1) (b) of the statutes is amended to read:
SB176,27,1917 178.49 (1) (b) The date that a document is received by the department secretary
18of state
is determined by the department's endorsement of the secretary of state on
19the original document.
SB176, s. 61 20Section 61. 178.50 (1) of the statutes is amended to read:
SB176,28,221 178.50 (1) A registered limited liability partnership or foreign registered
22limited liability partnership holding a certificate of authority under s. 178.40 may
23correct a document that was filed with the department secretary of state if the
24document contains a statement that was incorrect at the time of filing or was

1defectively executed, including defects in any attestation, seal, verification or
2acknowledgment.
SB176, s. 62 3Section 62. 178.50 (2) (intro.) of the statutes is amended to read:
SB176,28,74 178.50 (2) (intro.) To correct a document under sub. (1), a registered limited
5liability partnership or a foreign registered limited liability partnership holding a
6certificate of authority under s. 178.40 shall file with the department secretary of
7state
articles of correction that include all of the following:
SB176, s. 63 8Section 63. 178.51 (title) of the statutes is amended to read:
SB176,28,9 9178.51 (title) Filing duty of the department secretary of state.
SB176, s. 64 10Section 64. 178.51 (1) of the statutes is amended to read:
SB176,28,1611 178.51 (1) Upon receipt of a document by the department secretary of state for
12filing, the department secretary of state shall stamp or otherwise endorse the date
13and time of receipt on the original document copy and, upon request, any additional
14document copy received. The department secretary of state shall return any
15additional document copy to the person delivering it, as confirmation of the date and
16time of receipt.
SB176, s. 65 17Section 65. 178.51 (2) of the statutes is amended to read:
SB176,28,2318 178.51 (2) (a) Except as provided in par. (b), if a document satisfies s. 178.46,
19the department secretary of state shall file the document by stamping or otherwise
20endorsing "Filed" on both the original and the document copy. After filing a
21document, the department secretary of state shall deliver the document copy to the
22registered limited liability partnership or to the foreign registered limited liability
23partnership or to its representative.
SB176,29,224 (b) If a registered limited liability partnership or foreign registered limited
25liability partnership is in default in the payment of any fee required under s. 178.48,

1the department secretary of state shall refuse to file any document relating to the
2partnership until all delinquent fees are paid.
SB176, s. 66 3Section 66. 178.51 (3) (a) of the statutes is amended to read:
SB176,29,84 178.51 (3) (a) If the department secretary of state refuses to file a document,
5the department secretary of state shall return it to the partnership, or to its
6representative, within 5 business days after the document is received by the office
7of the department secretary of state for filing, together with a brief written
8explanation of the reason for the department's secretary of state's refusal.
SB176, s. 67 9Section 67. 178.51 (3) (b) of the statutes is amended to read:
SB176,29,1210 178.51 (3) (b) The department's secretary of state's failure to either file or
11return a document within 5 business days after it was received constitutes a refusal
12to file.
SB176, s. 68 13Section 68. 178.51 (3) (c) of the statutes is amended to read:
SB176,29,2014 178.51 (3) (c) If a document that has been refused for filing by the department
15secretary of state is resubmitted for filing by the department secretary of state, the
16effective date of the document under s. 178.49 is the date that the resubmitted
17document is received by the department secretary of state for filing or a delayed
18effective date specified in the resubmitted document in accordance with s. 178.49 (2).
19The effective time of the resubmitted document shall be determined under s. 178.49
20(1) or (2), whichever is applicable.
SB176, s. 69 21Section 69. 178.52 (title) of the statutes is amended to read:
SB176,29,23 22178.52 (title) Appeal from department's refusal of the secretary of state
23to file document.
SB176, s. 70 24Section 70. 178.52 (1) of the statutes is amended to read:
SB176,30,7
1178.52 (1) If the department secretary of state refuses to file a document
2received for filing, the partnership may appeal the refusal by filing a petition in
3circuit court to compel the department secretary of state to file the document. The
4partnership shall file the petition in the circuit court for the county where the
5partnership's principal office or, if none in this state, its registered office is located.
6The partnership shall attach to the petition the document and any explanation by
7the department secretary of state of the reasons for the refusal to file.
SB176, s. 71 8Section 71. 178.52 (2) of the statutes is amended to read:
SB176,30,139 178.52 (2) The partnership shall file the petition under sub. (1) within 30 days
10after the department secretary of state returns the document under s. 178.51 (3) (a).
11If the department secretary of state does not return the document within the period
12specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days
13after the period specified in s. 178.51 (3) (b) expires.
SB176, s. 72 14Section 72. 178.52 (3) of the statutes is amended to read:
SB176,30,1715 178.52 (3) The court may summarily order the department secretary of state
16to file the document or take other action that the court considers appropriate. The
17court's final decision may be appealed as in other civil proceedings.
SB176, s. 73 18Section 73. 178.52 (4) of the statutes is amended to read:
SB176,30,2219 178.52 (4) If the court orders the department secretary of state to file the
20document under sub. (3), the effective date of the document shall be the date on which
21it was received by the department secretary of state or a delayed effective date, if
22specified under s. 178.49 (2).
SB176, s. 74 23Section 74. 179.01 (2m) of the statutes is repealed.
SB176, s. 75 24Section 75. 179.03 (2) of the statutes is amended to read:
SB176,31,16
1179.03 (2) The reservation shall be made by filing with the department
2secretary of state an application executed by the applicant to reserve a specified
3name together with a fee of $10, or making a telephone application to reserve a
4specified name. The fee for a telephone application to reserve a specified name for
560 days is $20. If the department secretary of state finds that the name is available
6for use by a domestic limited partnership or foreign limited partnership, the
7department secretary of state shall reserve the name for the exclusive use of the
8applicant for a period of 60 days. The department secretary of state shall cancel the
9telephone application to reserve a specified name if the department secretary of state
10does not receive the proper fee within 15 business days after the application. Once
11having reserved a name, the same applicant may not again reserve the same name
12until more than 60 days after the expiration of the last 60-day period for which that
13applicant reserved that name. The right to the exclusive use of a reserved name may
14be transferred to any other person by filing with the department secretary of state,
15together with a fee of $10, a notice of the transfer executed by the applicant for whom
16the name was reserved and specifying the name and address of the transferee.
SB176, s. 76 17Section 76. 179.04 (2) of the statutes is amended to read:
SB176,31,2318 179.04 (2) If a limited partnership fails to maintain an agent for service of
19process in this state or if the agent cannot with reasonable diligence be found,
20substituted service may be made on the department secretary of state by delivering
21duplicate copies of the process, together with a fee of $10. The department secretary
22of state
shall forward one copy by registered mail, addressed to the limited
23partnership at its record office.
SB176, s. 77 24Section 77. 179.11 (1) (intro.) of the statutes is amended to read:
SB176,32,4
1179.11 (1) (intro.) To form a limited partnership, a certificate of limited
2partnership must be executed and filed with the department secretary of state. The
3certificate shall be filed together with a fee of $70 and shall contain all of the following
4information:
SB176, s. 78 5Section 78. 179.11 (2) of the statutes is amended to read:
SB176,32,96 179.11 (2) A limited partnership is formed at the time of the filing of the
7certificate of limited partnership with the department secretary of state or at any
8later time specified in the certificate of limited partnership, if there has been
9substantial compliance with this section.
SB176, s. 79 10Section 79. 179.12 (1) (intro.) of the statutes is amended to read:
SB176,32,1311 179.12 (1) (intro.) A certificate of limited partnership is amended by filing a
12certificate of amendment with the department secretary of state, together with a fee
13of $25. The certificate shall specify all of the following:
SB176, s. 80 14Section 80. 179.12 (6) of the statutes is amended to read:
SB176,32,1715 179.12 (6) Except as otherwise provided in this chapter or in the certificate of
16amendment, a certificate of amendment is effective on its filing with the department
17secretary of state.
SB176, s. 81 18Section 81. 179.13 (intro.) of the statutes is amended to read:
SB176,32,23 19179.13 Cancellation of certificate. (intro.) A certificate of limited
20partnership shall be canceled upon the dissolution and the commencement of
21winding up of the limited partnership or at any other time that there are no limited
22partners. A certificate of cancellation shall be filed together with a fee of $10 with
23the department secretary of state and shall specify all of the following:
SB176, s. 82 24Section 82. 179.14 (1) (intro.) of the statutes is amended to read:
SB176,33,3
1179.14 (1) (intro.) Each certificate required by this subchapter to be filed with
2the department
in the office of the secretary of state shall be executed in the following
3manner:
SB176, s. 83 4Section 83. 179.15 of the statutes is amended to read:
SB176,33,11 5179.15 Execution of certificate by court order. If a person required by s.
6179.14 to execute any certificate fails or refuses to do so, any other person who is
7adversely affected by the failure or refusal, may petition the circuit court to direct
8the execution of the certificate. If the court finds that it is proper for the certificate
9to be executed and that any person so designated has failed or refused to execute the
10certificate, it shall order the department secretary of state to record an appropriate
11certificate.
SB176, s. 84 12Section 84. 179.16 (title) of the statutes is amended to read:
SB176,33,14 13179.16 (title) Filing with the department of financial institutions
14secretary of state.
SB176, s. 85 15Section 85. 179.16 (1) (intro.) of the statutes is amended to read:
SB176,33,2216 179.16 (1) (intro.)  Two signed copies of the certificate of limited partnership
17and of any certificates of amendment or cancellation or of any court order under s.
18179.15 shall be delivered to the department secretary of state. A person who executes
19a certificate as an officer, general partner or fiduciary need not exhibit evidence of
20his or her authority as a prerequisite to filing. Unless the document does not conform
21to law, upon receipt of all filing fees the department secretary of state shall do all of
22the following:
SB176, s. 86 23Section 86. 179.16 (1) (b) of the statutes is amended to read:
SB176,33,2524 179.16 (1) (b) File one duplicate original with the department secretary of
25state
.
SB176, s. 87
1Section 87. 179.16 (2) of the statutes is amended to read:
SB176,34,62 179.16 (2) Upon the filing of a certificate of amendment or court order of
3amendment in the department secretary of state, the certificate of limited
4partnership shall be amended as set forth in the certificate or order, and upon the
5effective date of a certificate of cancellation or court order of cancellation, the
6certificate of limited partnership is canceled.
SB176, s. 88 7Section 88. 179.16 (3) (a) (intro.) of the statutes is amended to read:
SB176,34,98 179.16 (3) (a) (intro.) The department secretary of state may waive any of the
9following:
SB176, s. 89 10Section 89. 179.16 (3) (a) 2. of the statutes is amended to read:
SB176,34,1311 179.16 (3) (a) 2. An omission or defect in a document, if the department
12secretary of state determines from the face of the document that the omission or
13defect is immaterial.
SB176, s. 90 14Section 90. 179.16 (4) (intro.) of the statutes is amended to read:
SB176,34,1615 179.16 (4) (intro.) The department secretary of state shall charge and collect
16for:
SB176, s. 91 17Section 91. 179.16 (5) of the statutes is amended to read:
SB176,34,2218 179.16 (5) The department secretary of state shall charge and collect, for
19processing a document required or permitted to be filed under this chapter in an
20expeditious manner, or preparing the information under sub. (4) in an expeditious
21manner, the expedited service fee under s. 182.01 (4) in addition to the fee required
22by other provisions of this chapter.
SB176, s. 92 23Section 92. 179.18 of the statutes is amended to read:
SB176,35,2 24179.18 Notice conferred by filing. The fact that a certificate of limited
25partnership is on file with the department in the office of the secretary of state is

1notice that the partnership is a limited partnership and the persons designated as
2general partners are general partners, but it is not notice of any other fact.
SB176, s. 93 3Section 93. 179.185 (1) of the statutes is amended to read:
SB176,35,94 179.185 (1) A limited partnership may integrate into a single instrument the
5operative provisions of its certificate of limited partnership, as shown by the original
6certificate and amendments filed under this subchapter, and it may at the same time
7also further amend its certificate of limited partnership by adopting a restated
8certificate of limited partnership. The restated certificate shall be filed together with
9a fee of $25 with the department secretary of state.
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