SB176,36,8
4179.82 Registration. (intro.) Before transacting business in this state, a
5foreign limited partnership shall register with the
department secretary of state. A
6foreign limited partnership shall submit in duplicate, together with a filing fee of
7$75, an application for registration as a foreign limited partnership, signed and
8sworn to by a general partner and setting forth all of the following:
SB176, s. 98
9Section
98. 179.82 (5) of the statutes is amended to read:
SB176,36,1310
179.82
(5) A statement that the
department secretary of state is appointed the
11agent of the foreign limited partnership for service of process under s. 179.88 if the
12agent's authority has been revoked or the agent cannot be found or served with the
13exercise of reasonable diligence.
SB176, s. 99
14Section
99. 179.83 (1) (intro.) of the statutes is amended to read:
SB176,36,1715
179.83
(1) (intro.) If the
department
secretary of state finds that an application
16for registration conforms to law and all requisite fees have been paid, the
department 17secretary of state shall:
SB176, s. 100
18Section
100. 179.84 of the statutes is amended to read:
SB176,36,21
19179.84 Name. A foreign limited partnership may register with the
department 20secretary of state under any name that includes without abbreviation the words
21"limited partnership" and that could be registered by a domestic limited partnership.
SB176, s. 101
22Section
101. 179.85 of the statutes is amended to read:
SB176,37,3
23179.85 Amendments. If any statement in the application for registration of
24a foreign limited partnership was false when made or any arrangements or other
25facts described have changed, making the application inaccurate in any respect, the
1foreign limited partnership shall promptly file
with the department in the office of
2the secretary of state, together with a filing fee of $15, a certificate, signed and sworn
3to by a general partner, correcting the statement.
SB176, s. 102
4Section
102. 179.86 (1) of the statutes is amended to read:
SB176,37,75
179.86
(1) A foreign limited partnership may cancel its registration by filing
6with the
department secretary of state, together with a filing fee of $15, a certificate
7of cancellation signed and sworn to by a general partner.
SB176, s. 103
8Section
103. 179.86 (2) of the statutes is amended to read:
SB176,37,119
179.86
(2) A cancellation does not terminate the authority of the
department 10secretary of state to accept service of process on the foreign limited partnership with
11respect to claims arising out of the transaction of business in this state.
SB176, s. 104
12Section
104. 179.87 (4) of the statutes is amended to read:
SB176,37,1613
179.87
(4) A foreign limited partnership, by transacting business in this state
14without registration, appoints the
department secretary of state as its agent for
15service of process under s. 179.88 with respect to claims arising out of the transaction
16of business in this state.
SB176, s. 105
17Section
105. 179.88 of the statutes is amended to read:
SB176,38,2
18179.88 Substituted service. Service of process on the
department secretary
19of state under this subchapter shall be made by serving of duplicate copies of the
20process on the
department secretary of state, together with a fee of $10. The
21department secretary of state shall mail notice of the service and a copy of the process
22within 10 days addressed to the foreign limited partnership at its office in the state
23of its organization. The time within which the foreign limited partnership may
24answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after
25the date of the mailing. The
department secretary of state shall keep a record of
1service of process under this section showing the day and hour of service and the date
2of mailing.
SB176, s. 106
3Section
106. 180.0103 (6m) of the statutes is repealed.
SB176, s. 107
4Section
107. 180.0120 (1) (intro.) of the statutes is amended to read:
SB176,38,85
180.0120
(1) (intro.) Except as provided in sub. (4), a document required or
6permitted to be filed under this chapter
with the department in the office of the
7secretary of state must satisfy all of the following requirements to be filed under s.
8180.0125 (2) (a):
SB176, s. 108
9Section
108. 180.0120 (1) (f) of the statutes is amended to read:
SB176,38,1110
180.0120
(1) (f) Be on the form prescribed by the
department secretary of state 11if the document is described in s. 180.0121 (1).
SB176, s. 109
12Section
109. 180.0120 (1) (g) of the statutes is amended to read:
SB176,38,1513
180.0120
(1) (g) Be delivered to the
department office of the secretary of state 14for filing and be accompanied by one exact or conformed copy and the filing fee
15required by s. 180.0122.
SB176, s. 110
16Section
110. 180.0120 (2) of the statutes is amended to read:
SB176,38,1917
180.0120
(2) The
department secretary of state shall file photocopies or other
18reproduced copies of typewritten or printed documents if the copies are manually
19signed and satisfy this section.
SB176, s. 111
20Section
111. 180.0120 (4) of the statutes is amended to read:
SB176,38,2321
180.0120
(4) The
department secretary of state may waive any of the
22requirements of subs. (1) to (3) if it appears from the face of the document that the
23document's failure to satisfy the requirement is immaterial.
SB176, s. 112
24Section
112. 180.0121 (1) (a) (intro.) of the statutes is amended to read:
SB176,39,2
1180.0121
(1) (a) (intro.) The
department secretary of state shall prescribe and
2furnish on request forms for all of the following documents:
SB176, s. 113
3Section
113. 180.0121 (1) (b) of the statutes is amended to read:
SB176,39,64
180.0121
(1) (b) The forms prescribed by the
department secretary of state 5under par. (a) 1., 2. and 3. shall require disclosure of only the information required
6under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
SB176, s. 114
7Section
114. 180.0121 (2) of the statutes is amended to read:
SB176,39,108
180.0121
(2) The
department secretary of state may prescribe and furnish on
9request forms for other documents required or permitted to be filed by this chapter,
10but use of these forms is not mandatory.
SB176, s. 115
11Section
115. 180.0122 (1) (intro.) of the statutes is amended to read:
SB176,39,1412
180.0122
(1) (intro.) The
department secretary of state shall collect the
13following fees when the documents described in this subsection are delivered for
14filing or, under pars. (e) and (f), the telephone applications are made:
SB176, s. 116
15Section
116. 180.0122 (1m) (intro.) of the statutes is amended to read:
SB176,39,1816
180.0122
(1m) (intro.) The
department
secretary of state shall collect the
17following fees when the documents described in this subsection are delivered to the
18department secretary of state for filing by an investment company:
SB176, s. 117
19Section
117. 180.0122 (2) of the statutes is amended to read:
SB176,39,2320
180.0122
(2) The
department secretary of state shall collect a $10 fee each time
21process is served on
the department him or her under this chapter. The party to a
22civil, criminal, administrative or investigatory proceeding causing service of process
23may recover this fee as costs if the party prevails in the proceeding.
SB176, s. 118
24Section
118. 180.0122 (3) (intro.) of the statutes is amended to read:
SB176,40,2
1180.0122
(3) (intro.) The
department secretary of state may not collect a fee for
2any of the following:
SB176, s. 119
3Section
119. 180.0122 (4) of the statutes is amended to read:
SB176,40,84
180.0122
(4) In addition to the fees required under sub. (1), the
department 5secretary of state shall collect the expedited service fee under s. 182.01 (4) for
6processing in an expeditious manner a document required or permitted to be filed
7under this chapter or for preparing in an expeditious manner a certificate of status
8under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
SB176, s. 120
9Section
120. 180.0123 (1) (a) (intro.) of the statutes is amended to read:
SB176,40,1310
180.0123
(1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
11180.1622 (5) or 180.1921 (4), a document filed by the
department secretary of state 12under this chapter is effective on the date that it is received by the
department office
13of the secretary of state for filing and at any of the following times on that date:
SB176, s. 121
14Section
121. 180.0123 (1) (b) of the statutes is amended to read:
SB176,40,1715
180.0123
(1) (b) The date that a document is received by the
department office
16of the secretary of state is determined by the
department's secretary of state's 17endorsement on the original document under s. 180.0125 (1).
SB176, s. 122
18Section
122. 180.0124 (1) of the statutes is amended to read:
SB176,40,2319
180.0124
(1) A domestic corporation or foreign corporation may correct a
20document that is filed by the
department secretary of state before, on or after
21January 1, 1991, if the document contains a statement that was incorrect at the time
22of filing or was defectively executed, including defects in any attestation, seal,
23verification or acknowledgment.
SB176, s. 123
24Section
123. 180.0124 (2) (intro.) of the statutes is amended to read:
SB176,41,3
1180.0124
(2) (intro.) To correct a document under sub. (1), a domestic
2corporation or foreign corporation shall prepare and deliver to the
department 3secretary of state for filing articles of correction that satisfy all of the following:
SB176, s. 124
4Section
124. 180.0125 (title) of the statutes is amended to read:
SB176,41,6
5180.0125 (title)
Filing duty of department of financial institutions
6secretary of state.
SB176, s. 125
7Section
125. 180.0125 (1) of the statutes is amended to read:
SB176,41,138
180.0125
(1) Upon receipt of a document by the
department office of the
9secretary of state for filing, the
department
secretary of state shall stamp or
10otherwise endorse the date and time of receipt on the original, the document copy
11and, upon request, any additional document copy received. The
department 12secretary of state shall return any additional document copy to the person delivering
13it, as confirmation of the date and time of receipt.
SB176, s. 126
14Section
126. 180.0125 (2) (a) of the statutes is amended to read:
SB176,41,2115
180.0125
(2) (a) Except as provided in par. (b), if a document satisfies
s.
16180.0120 and the terms of the document satisfy, if applicable,
s. 180.0401 (1) and (2)
17or 180.1506 (1) and
(2), the
department
secretary of state shall file the document by
18stamping or otherwise endorsing "Filed", together with the
department secretary of
19state's name, on both the original and the document copy. After filing a document,
20the
department secretary of state shall deliver the document copy to the domestic
21corporation or foreign corporation, or its representative.
SB176, s. 127
22Section
127. 180.0125 (2) (b) of the statutes is amended to read:
SB176,42,223
180.0125
(2) (b) If a domestic corporation or foreign corporation is in default
24in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the
25department secretary of state shall refuse to file any document relating to the
1domestic corporation or foreign corporation until all delinquent fees are paid by the
2domestic corporation or foreign corporation.
SB176, s. 128
3Section
128. 180.0125 (3) (a) of the statutes is amended to read:
SB176,42,84
180.0125
(3) (a) If the
department
secretary of state refuses to file a document,
5the
department secretary of state shall return it to the domestic corporation or
6foreign corporation, or its representative, within 5 business days after the document
7was received by the
department secretary of state for filing, together with a brief,
8written explanation of the reason for the refusal.
SB176, s. 129
9Section
129. 180.0125 (3) (b) of the statutes is amended to read:
SB176,42,1210
180.0125
(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 the document.
SB176, s. 130
13Section
130. 180.0125 (3) (c) of the statutes is amended to read:
SB176,42,2114
180.0125
(3) (c) Except as provided in s. 180.0124 (3), if a document that had
15been refused for filing by the
department secretary of state is resubmitted and filed
16by the
department secretary of state, the effective date of the filed document under
17s. 180.0123 is the date that the resubmitted document is received by the
department 18office of the secretary of state for filing or a delayed effective date specified in the
19resubmitted document in accordance with s. 180.0123 (2). The effective time of the
20resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
21is applicable.
SB176, s. 131
22Section
131. 180.0125 (4) (intro.) of the statutes is amended to read:
SB176,42,2523
180.0125
(4) (intro.) Except as provided in s. 180.0203 (2), the
department's 24secretary of state's filing of a document or refusal to file a document does not do any
25of the following:
SB176, s. 132
1Section
132. 180.0126 of the statutes is amended to read:
SB176,43,11
2180.0126 (title)
Appeal from department of financial institutions'
3secretary of state's refusal to file document. (1) If the
department secretary
4of state refuses to file a document received by his or her office for filing, the domestic
5corporation or foreign corporation may appeal the refusal by filing a petition in
6circuit court to compel the
department secretary of state to file the document. The
7domestic corporation or foreign corporation shall file the petition in the circuit court
8for the county where the domestic corporation's or foreign corporation's principal
9office or, if none in this state, its registered office is or will be located. The domestic
10corporation or foreign corporation shall attach to the petition the document and any
11explanation by the
department secretary of state of the reasons for the refusal to file.
SB176,43,17
12(2) The domestic corporation or foreign corporation shall file the petition under
13sub. (1) within 30 days after the
department secretary of state returns the document
14under s. 180.0125 (3) (a). If the
department secretary of state does not return the
15document within the period specified in s. 180.0125 (3) (b), the domestic corporation
16or foreign corporation shall file the petition within 30 days after the period specified
17in s. 180.0125 (3) (b) expires.
SB176,43,20
18(3) The court may summarily order the
department secretary of state to file the
19document or take other action that the court considers appropriate. The court's final
20decision may be appealed as in other civil proceedings.
SB176, s. 133
21Section
133. 180.0127 of the statutes is amended to read:
SB176,43,24
22180.0127 Evidentiary effect of copy of filed document. A certified copy
23of a document filed by the
department secretary of state is conclusive evidence that
24the original document is on file with the
department
secretary of state.
SB176, s. 134
25Section
134. 180.0128 (1) of the statutes is amended to read:
SB176,44,2
1180.0128
(1) Any person may obtain from the
department secretary of state,
2upon request, a certificate of status for a domestic corporation or foreign corporation.
SB176, s. 135
3Section
135. 180.0128 (2) (b) 3. of the statutes is amended to read:
SB176,44,64
180.0128
(2) (b) 3. The domestic corporation or foreign corporation has, during
5its most recently completed report year, filed with the
department secretary of state 6an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
SB176, s. 136
7Section
136. 180.0128 (3) of the statutes is amended to read:
SB176,44,98
180.0128
(3) The certificate of status may include other facts of record in the
9department secretary of state that are requested.
SB176, s. 137
10Section
137. 180.0128 (4) of the statutes is amended to read:
SB176,44,1511
180.0128
(4) Upon request, the
department secretary of state shall issue, by
12telegraph, teletype, facsimile or other form of wire or wireless communication, a
13statement of status, which shall contain the information required in a certificate of
14status under sub. (2) and may contain any other information permitted under sub.
15(3).
SB176, s. 138
16Section
138. 180.0128 (5) of the statutes is amended to read:
SB176,44,2017
180.0128
(5) Subject to any qualification stated in a certificate or statement of
18status issued by the
department secretary of state, the certificate or statement is
19conclusive evidence that the domestic corporation or foreign corporation is in
20existence or is authorized to transact business in this state.
SB176, s. 139
21Section
139. 180.0128 (6) of the statutes is amended to read:
SB176,44,2522
180.0128
(6) Upon request by telephone or otherwise, the
department 23secretary of state shall confirm, by telephone, any of the information required in a
24certificate of status under sub. (2) and may confirm any other information permitted
25under sub. (3).
SB176, s. 140
1Section
140. 180.0129 (1) of the statutes is amended to read:
SB176,45,52
180.0129
(1) A person may not sign a document with intent that it be delivered
3to the
department secretary of state for filing or deliver, or cause to be delivered, a
4document to the
department secretary of state for filing, if the person knows that the
5document is false in any material respect at the time of its delivery.
SB176, s. 141
6Section
141. 180.0203 (2) of the statutes is amended to read: