SB176: Bill Text

SB176,28,7 178.50 (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 department secretary of state articles of correction that include all of the following:

SB176, s. 63 Section 63. 178.51 (title) of the statutes is amended to read:

SB176,28,9 178.51 (title) Filing duty of the department secretary of state.

SB176, s. 64 Section 64. 178.51 (1) of the statutes is amended to read:

SB176,28,16 178.51 (1) Upon receipt of a document by the department secretary of state for filing, the department 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 department secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

SB176, s. 65 Section 65. 178.51 (2) of the statutes is amended to read:

SB176,28,23 178.51 (2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the department secretary of state shall file the document by stamping or otherwise endorsing "Filed" on both the original and the document copy. After filing a document, the department secretary of state shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.

SB176,29,2 (b) If a registered limited liability partnership or foreign registered limited liability partnership is in default in the payment of any fee required under s. 178.48, the department secretary of state shall refuse to file any document relating to the partnership until all delinquent fees are paid.

SB176, s. 66 Section 66. 178.51 (3) (a) of the statutes is amended to read:

SB176,29,8 178.51 (3) (a) If the department secretary of state refuses to file a document, the department secretary of state shall return it to the partnership, or to its representative, within 5 business days after the document is received by the office of the department secretary of state for filing, together with a brief written explanation of the reason for the department's secretary of state's refusal.

SB176, s. 67 Section 67. 178.51 (3) (b) of the statutes is amended to read:

SB176,29,12 178.51 (3) (b) The department's secretary of state's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.

SB176, s. 68 Section 68. 178.51 (3) (c) of the statutes is amended to read:

SB176,29,20 178.51 (3) (c) If a document that has been refused for filing by the department secretary of state is resubmitted for filing by the department secretary of state, the effective date of the document under s. 178.49 is the date that the resubmitted document is received by the department secretary of state for filing or a delayed effective date specified in the resubmitted document in accordance with s. 178.49 (2). The effective time of the resubmitted document shall be determined under s. 178.49 (1) or (2), whichever is applicable.

SB176, s. 69 Section 69. 178.52 (title) of the statutes is amended to read:

SB176,29,23 178.52 (title) Appeal from department's refusal of the secretary of state to file document.

SB176, s. 70 Section 70. 178.52 (1) of the statutes is amended to read:

SB176,30,7 178.52 (1) If the department secretary of state refuses to file a document received for filing, the partnership may appeal the refusal by filing a petition in circuit court to compel the department secretary of state to file the document. The partnership shall file the petition in the circuit court for the county where the partnership's principal office or, if none in this state, its registered office is located. The partnership shall attach to the petition the document and any explanation by the department secretary of state of the reasons for the refusal to file.

SB176, s. 71 Section 71. 178.52 (2) of the statutes is amended to read:

SB176,30,13 178.52 (2) The partnership shall file the petition under sub. (1) within 30 days after the department secretary of state returns the document under s. 178.51 (3) (a). If the department secretary of state does not return the document within the period specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days after the period specified in s. 178.51 (3) (b) expires.

SB176, s. 72 Section 72. 178.52 (3) of the statutes is amended to read:

SB176,30,17 178.52 (3) The court may summarily order the department secretary of state to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.

SB176, s. 73 Section 73. 178.52 (4) of the statutes is amended to read:

SB176,30,22 178.52 (4) If the court orders the department secretary of state to file the document under sub. (3), the effective date of the document shall be the date on which it was received by the department secretary of state or a delayed effective date, if specified under s. 178.49 (2).

SB176, s. 74 Section 74. 179.01 (2m) of the statutes is repealed.

SB176, s. 75 Section 75. 179.03 (2) of the statutes is amended to read:

SB176,31,16 179.03 (2) The reservation shall be made by filing with the department secretary of state an application executed by the applicant to reserve a specified name together with a fee of $10, or making a telephone application to reserve a specified name. The fee for a telephone application to reserve a specified name for 60 days is $20. If the department secretary of state finds that the name is available for use by a domestic limited partnership or foreign limited partnership, the department secretary of state shall reserve the name for the exclusive use of the applicant for a period of 60 days. The department secretary of state shall cancel the telephone application to reserve a specified name if the department secretary of state does not receive the proper fee within 15 business days after the application. Once having reserved a name, the same applicant may not again reserve the same name until more than 60 days after the expiration of the last 60-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the department secretary of state, together with a fee of $10, a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

SB176, s. 76 Section 76. 179.04 (2) of the statutes is amended to read:

SB176,31,23 179.04 (2) If a limited partnership fails to maintain an agent for service of process in this state or if the agent cannot with reasonable diligence be found, substituted service may be made on the department secretary of state by delivering duplicate copies of the process, together with a fee of $10. The department secretary of state shall forward one copy by registered mail, addressed to the limited partnership at its record office.

SB176, s. 77 Section 77. 179.11 (1) (intro.) of the statutes is amended to read:

SB176,32,4 179.11 (1) (intro.) To form a limited partnership, a certificate of limited partnership must be executed and filed with the department secretary of state. The certificate shall be filed together with a fee of $70 and shall contain all of the following information:

SB176, s. 78 Section 78. 179.11 (2) of the statutes is amended to read:

SB176,32,9 179.11 (2) A limited partnership is formed at the time of the filing of the certificate of limited partnership with the department secretary of state or at any later time specified in the certificate of limited partnership, if there has been substantial compliance with this section.

SB176, s. 79 Section 79. 179.12 (1) (intro.) of the statutes is amended to read:

SB176,32,13 179.12 (1) (intro.) A certificate of limited partnership is amended by filing a certificate of amendment with the department secretary of state, together with a fee of $25. The certificate shall specify all of the following:

SB176, s. 80 Section 80. 179.12 (6) of the statutes is amended to read:

SB176,32,17 179.12 (6) Except as otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective on its filing with the department secretary of state.

SB176, s. 81 Section 81. 179.13 (intro.) of the statutes is amended to read:

SB176,32,23 179.13 Cancellation of certificate. (intro.) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 with the department secretary of state and shall specify all of the following:

SB176, s. 82 Section 82. 179.14 (1) (intro.) of the statutes is amended to read:

SB176,33,3 179.14 (1) (intro.) Each certificate required by this subchapter to be filed with the department in the office of the secretary of state shall be executed in the following manner:

SB176, s. 83 Section 83. 179.15 of the statutes is amended to read:

SB176,33,11 179.15 Execution of certificate by court order. If a person required by s. 179.14 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the department secretary of state to record an appropriate certificate.

SB176, s. 84 Section 84. 179.16 (title) of the statutes is amended to read:

SB176,33,14 179.16 (title) Filing with the department of financial institutions secretary of state.

SB176, s. 85 Section 85. 179.16 (1) (intro.) of the statutes is amended to read:

SB176,33,22 179.16 (1) (intro.)  Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation or of any court order under s. 179.15 shall be delivered to the department secretary of state. A person who executes a certificate as an officer, general partner or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the document does not conform to law, upon receipt of all filing fees the department secretary of state shall do all of the following:

SB176, s. 86 Section 86. 179.16 (1) (b) of the statutes is amended to read:

SB176,33,25 179.16 (1) (b) File one duplicate original with the department secretary of state.

SB176, s. 87 Section 87. 179.16 (2) of the statutes is amended to read:

SB176,34,6 179.16 (2) Upon the filing of a certificate of amendment or court order of amendment in the department secretary of state, the certificate of limited partnership shall be amended as set forth in the certificate or order, and upon the effective date of a certificate of cancellation or court order of cancellation, the certificate of limited partnership is canceled.

SB176, s. 88 Section 88. 179.16 (3) (a) (intro.) of the statutes is amended to read:

SB176,34,9 179.16 (3) (a) (intro.) The department secretary of state may waive any of the following:

SB176, s. 89 Section 89. 179.16 (3) (a) 2. of the statutes is amended to read:

SB176,34,13 179.16 (3) (a) 2. An omission or defect in a document, if the department secretary of state determines from the face of the document that the omission or defect is immaterial.

SB176, s. 90 Section 90. 179.16 (4) (intro.) of the statutes is amended to read:

SB176,34,16 179.16 (4) (intro.) The department secretary of state shall charge and collect for:

SB176, s. 91 Section 91. 179.16 (5) of the statutes is amended to read:

SB176,34,22 179.16 (5) The department secretary of state shall charge and collect, for processing a document required or permitted to be filed under this chapter in an expeditious manner, or preparing the information under sub. (4) in an expeditious manner, the expedited service fee under s. 182.01 (4) in addition to the fee required by other provisions of this chapter.

SB176, s. 92 Section 92. 179.18 of the statutes is amended to read:

SB176,35,2 179.18 Notice conferred by filing. The fact that a certificate of limited partnership is on file with the department in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated as general partners are general partners, but it is not notice of any other fact.

SB176, s. 93 Section 93. 179.185 (1) of the statutes is amended to read:

SB176,35,9 179.185 (1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department secretary of state.

SB176, s. 94 Section 94. 179.185 (4) of the statutes is amended to read:

SB176,35,15 179.185 (4) On filing the restated certificate with the department secretary of state, the original certificate, as amended under this subchapter, is superseded. After its filing, the restated certificate is the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.

SB176, s. 95 Section 95. 179.19 of the statutes is amended to read:

SB176,35,21 179.19 Delivery of certificates to limited partners. Upon the return by the department secretary of state under s. 179.16 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.

SB176, s. 96 Section 96. 179.24 (1) (b) of the statutes is amended to read:

SB176,36,2 179.24 (1) (b) Withdraws from future equity participation in the enterprise by executing and filing with the department in the office of the secretary of state, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph.

SB176, s. 97 Section 97. 179.82 (intro.) of the statutes is amended to read:

SB176,36,8 179.82 Registration. (intro.) Before transacting business in this state, a foreign limited partnership shall register with the department secretary of state. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth all of the following:

SB176, s. 98 Section 98. 179.82 (5) of the statutes is amended to read:

SB176,36,13 179.82 (5) A statement that the department secretary of state is appointed the agent of the foreign limited partnership for service of process under s. 179.88 if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.

SB176, s. 99 Section 99. 179.83 (1) (intro.) of the statutes is amended to read:

SB176,36,17 179.83 (1) (intro.) If the department secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the department secretary of state shall:

SB176, s. 100 Section 100. 179.84 of the statutes is amended to read:

SB176,36,21 179.84 Name. A foreign limited partnership may register with the department secretary of state under any name that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.

SB176, s. 101 Section 101. 179.85 of the statutes is amended to read:

SB176,37,3 179.85 Amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the department in the office of the secretary of state, together with a filing fee of $15, a certificate, signed and sworn to by a general partner, correcting the statement.

SB176, s. 102 Section 102. 179.86 (1) of the statutes is amended to read:

SB176,37,7 179.86 (1) A foreign limited partnership may cancel its registration by filing with the department secretary of state, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner.

SB176, s. 103 Section 103. 179.86 (2) of the statutes is amended to read:

SB176,37,11 179.86 (2) A cancellation does not terminate the authority of the department secretary of state to accept service of process on the foreign limited partnership with respect to claims arising out of the transaction of business in this state.

SB176, s. 104 Section 104. 179.87 (4) of the statutes is amended to read:

SB176,37,16 179.87 (4) A foreign limited partnership, by transacting business in this state without registration, appoints the department secretary of state as its agent for service of process under s. 179.88 with respect to claims arising out of the transaction of business in this state.

SB176, s. 105 Section 105. 179.88 of the statutes is amended to read:

SB176,38,2 179.88 Substituted service. Service of process on the department secretary of state under this subchapter shall be made by serving of duplicate copies of the process on the department secretary of state, together with a fee of $10. The department secretary of state shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization. The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department secretary of state shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.

SB176, s. 106 Section 106. 180.0103 (6m) of the statutes is repealed.

SB176, s. 107 Section 107. 180.0120 (1) (intro.) of the statutes is amended to read: