November 10, 2009 - Introduced by Law Revision Committee. Referred to
Committee on Financial Institutions.
AB565,1,4
1An Act to create 178.43 (4), 178.43 (5), 178.43 (6), 178.48 (1) (e) and 179.046 of
2the statutes;
relating to: changing the registered office or registered agent of
3a limited partnership or registered limited liability partnership (suggested as
4remedial legislation by the Department of Financial Institutions).
Analysis by the Legislative Reference Bureau
This bill authorizes a limited partnership (LP) or registered limited liability
partnership (LLP) to change its registered office or registered agent by delivering to
the Department of Financial Institutions (department) for filing a statement of
change and paying a $10 fee or by including the name and street address of the agent
or office in an amendment to the LP's certificate of limited partnership or to the LLP's
registration statement. Also, a registered agent for a LP or LLP may change the
name or address of the LP's or LLP's registered agent by notifying the LP or LLP in
writing and delivering to the department for filing a statement of change and paying
a $10 fee.
For further information, see the Notes provided by the Law Revision
Committee of the Joint Legislative Council.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
Law Revision Committee prefatory note: This bill is a remedial legislation
proposal, requested by the Department of Financial Institutions and introduced by the
Law Revision Committee under s. 13.83 (1) (c) 4. and 5., stats. After careful consideration
of the various provisions of the bill, the Law Revision Committee has determined that this
bill makes minor substantive changes in the statutes, and that these changes are
desirable as a matter of public policy.
The Department of Financial Institutions indicates that extending the
authorization included in this bill to limited partnerships and registered limited liability
partnerships will make it more convenient for these organizations and their registered
agents to make the changes covered by this bill and is consistent with the authority
already granted to business corporations and nonstock corporations. See ss. 180.0502
and 181.0502, Stats.
AB565, s. 1
1Section
1. 178.43 (4) of the statutes is created to read:
AB565,2,42
178.43
(4) A registered limited liability partnership or foreign registered
3limited liability partnership may change its registered office or registered agent, or
4both, by doing any of the following:
AB565,2,55
(a) Delivering to the department for filing a statement of change.
AB565,2,76
(b) Including the name of its registered agent and the street address of its
7registered office, as changed, in an amendment to its registration statement.
AB565, s. 2
8Section
2. 178.43 (5) of the statutes is created to read:
AB565,2,109
178.43
(5) Except as provided in sub. (6), a statement of change shall include
10all of the following information:
AB565,2,1411
(a) The name of the registered limited liability partnership or foreign
12registered limited liability partnership and, if applicable, a statement that the
13registered limited liability partnership or foreign registered limited liability
14partnership is registered under this chapter.
AB565,2,1515
(b) The name of its registered agent, as changed.
AB565,2,1616
(c) The street address of its registered agent, as changed.
AB565,2,1817
(d) A statement that, after the changes are made, the street addresses of its
18registered office and the business office of its registered agent will be identical.
AB565, s. 3
19Section
3. 178.43 (6) of the statutes is created to read:
AB565,3,10
1178.43
(6) If the name of a registered agent changes or if the street address of
2a registered agent's business office changes, the registered agent may change the
3name of the registered agent or the street address of the registered office, or both, of
4any registered limited liability partnership or foreign registered limited liability
5partnership for which he, she, or it is the registered agent. To make a change under
6this subsection, the registered agent shall notify the registered limited liability
7partnership or foreign registered limited liability partnership in writing of the
8change and deliver to the department for filing a signed statement that complies with
9sub. (5) and recites that the registered limited liability partnership or foreign
10registered limited liability partnership has been notified of the change.
AB565, s. 4
11Section
4. 178.48 (1) (e) of the statutes is created to read:
AB565,3,1312
178.48
(1) (e) Statement of change to registered office or registered agent or
13office, $10.
AB565, s. 5
14Section
5. 179.046 of the statutes is created to read:
AB565,3,1615
179.046
(1) A limited partnership may change its registered office or registered
16agent, or both, by doing any of the following:
AB565,3,1817
(a) Delivering to the department for filing a statement of change, together with
18a fee of $10.
AB565,3,2119
(b) Including the name of its registered agent and the street address of its
20registered office, as changed, in an amendment to its certificate of limited
21partnership.
AB565,3,23
22(2) Except as provided in sub. (3), a statement of change under sub. (1) (a) shall
23include all of the following information:
AB565,3,2424
(a) The name of the limited partnership.
AB565,3,2525
(b) The name of its registered agent, as changed.
AB565,4,1
1(c) The street address of its registered agent, as changed.
AB565,4,32
(d) A statement that, after the changes are made, the street addresses of its
3registered office and the business office of its registered agent will be identical.
AB565,4,11
4(3) If the name of a registered agent changes or if the street address of a
5registered agent's business office changes, the registered agent may change the
6name of the registered agent or the street address of the registered office, or both, of
7any limited partnership for which he, she, or it is the registered agent. To make a
8change under this subsection, the registered agent shall notify the limited
9partnership in writing of the change and deliver to the department for filing a signed
10statement that complies with sub. (2) and recites that the limited partnership has
11been notified of the change, together with a fee of $10.
