SB657: Bill Text

SB657,21,23 (q) Except as otherwise provided in ss. 178.0106 and 178.0107 (2), restrict the rights under this chapter of a person other than a partner.

SB657,21,25 (4) Subject to sub. (3) (h), without limiting other terms that may be included in a partnership agreement, the following rules apply:

SB657,22,1 (a) The partnership agreement may do any of the following:

SB657,22,4 1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

SB657,22,6 2. Alter the prohibition in s. 178.0406 (1) (b) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities.

SB657,22,11 (b) To the extent the partnership agreement expressly relieves a partner of a responsibility that the partner would otherwise have under this chapter and imposes the responsibility on one or more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner relieved of the responsibility which would have pertained to the responsibility.

SB657,22,13 (c) Except as provided in sub. (3) (h), if not manifestly unreasonable, the partnership agreement may do any of the following:

SB657,22,15 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty of loyalty stated in s. 178.0409 (2).

SB657,22,17 2. Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing.

SB657,22,18 3. Alter the duty of care.

SB657,22,19 4. Alter or eliminate any other fiduciary duty.

SB657,23,2 (5) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under sub. (3) (f) or (4) (c). The court shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time. The court may invalidate the term only if, in light of the purposes and business of the partnership, it is readily apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term's objective.

SB657,23,6 178.0106 Partnership agreement; effect on partnership and person becoming partner; preformation agreement. (1) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.

SB657,23,8 (2) A person that becomes a partner is deemed to assent to the partnership agreement.

SB657,23,11 (3) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.

SB657,23,17 178.0107 Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership. (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

SB657,23,23 (2) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 178.0504 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

SB657,24,3 (a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner.

SB657,24,5 (b) The amendment is not effective to the extent the amendment does any of the following:

SB657,24,7 1. Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

SB657,24,9 2. Prejudices the rights under s. 178.0701 of a person that dissociated as a partner before the amendment was made.

SB657,24,13 (3) If a record delivered by a partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 178.0105 (3) or (4) (c) if contained in the partnership agreement, the provision is ineffective in the record.

SB657,24,16 (4) Subject to sub. (3), if a record delivered by a partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply:

SB657,24,18 (a) The agreement prevails as to partners, persons dissociated as partners, and transferees.

SB657,24,20 (b) The record prevails as to other persons to the extent they reasonably rely on the record.

SB657,24,23 178.0108 Signing of records to be delivered for filing to the department. (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

SB657,24,25 (a) Except as otherwise provided in pars. (b) and (c), a record signed by a partnership must be signed by a person authorized by the partnership.

SB657,25,3 (b) A record filed on behalf of a dissolved partnership that has no partner must be signed by the person winding up the partnership's business under s. 178.0802 (4) or a person appointed under s. 178.0802 (5) to wind up the business.

SB657,25,5 (c) A statement of denial by a person under s. 178.0304 must be signed by that person.

SB657,25,7 (d) Any record not identified in pars. (a) to (c) that is delivered on behalf of a person to the department for filing must be signed by that person.

SB657,25,11 (2) A record filed under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

SB657,25,13 (3) A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.

SB657,25,17 178.0109 Liability for inaccurate information in filed record. (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:

SB657,25,19 (a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.

SB657,25,20 (b) Subject to sub. (2), a partner if all of the following apply:

SB657,25,21 1. The record was delivered for filing on behalf of the partnership.

SB657,25,24 2. The partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have done any of the following:

SB657,25,25 a. Effected an amendment under s. 178.0901 (6).

SB657,26,1 b. Filed a petition under s. 178.0112.

SB657,26,3 c. Delivered to the department for filing a statement of change under s. 178.0909 or a statement of correction under s. 178.0116.

SB657,26,9 (2) To the extent the partnership agreement expressly relieves a partner of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the partnership to the department for filing under this chapter and imposes that responsibility on one or more other partners, the liability stated in sub. (1) (b) applies to those other partners and not to the partner that the partnership agreement relieves of the responsibility.

SB657,26,12 (3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

SB657,26,15 178.0110 Applicability. (1) This chapter applies to a partnership formed on or after January 1, 2018, unless the partnership is the successor to a partnership under s. 178.36, 2013 stats.

SB657,26,18 (2) On January 1, 2018, this chapter applies to a partnership formed before January 1, 2018, including a partnership that is the successor to a partnership under s. 178.36, 2013 stats., except as follows:

SB657,26,24 (a) If a partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between the effective date of this paragraph .... [LRB inserts date], and January 1, 2018, and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.

SB657,27,8 (b) If a partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 178, 2013 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2018, the partnership shall not be subject to this chapter. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.

SB657,27,10 (c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the partnership shall be irrevocable upon such filing.

SB657,27,12 (d) Upon this chapter becoming applicable with respect to a partnership, all of the following apply:

SB657,27,15 1. This chapter shall not, and the corresponding provisions of ch. 178, 2013 stats., shall, be applicable with respect to obligations incurred by the partnership prior to such applicability.

SB657,27,19 2. Any provisions of a partnership agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the partnership shall continue to be valid and applicable to the extent allowed under prior law.

SB657,27,23 3. A registration statement filed by a registered limited liability partnership or foreign registered limited liability partnership under ch. 178, 2013 stats., shall be effective as a statement of qualification or statement of foreign qualification, respectively, under this chapter.

SB657,28,3 178.0111 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

SB657,28,5 (2) Delivery to the department is effective only when a record is received by the department.

SB657,28,9 178.0112 Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following:

SB657,28,10 (a) The person to sign the record.

SB657,28,11 (b) The person to deliver the record to the department for filing.

SB657,28,12 (c) The department to file the record unsigned.

SB657,28,15 (2) If a petitioner under sub. (1) is not the partnership or foreign partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.

SB657,28,16 (3) A record filed under sub. (1) (c) is effective without being signed.

SB657,28,19 178.0113 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

SB657,28,20 (a) The filing of the record must be required or permitted by this chapter.

SB657,28,22 (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

SB657,28,25 (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

SB657,29,2 (d) The record must be signed by a person authorized or required under this chapter to sign the record.

SB657,29,6 (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.

SB657,29,7 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

SB657,29,10 (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

SB657,29,14 (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.

SB657,29,17 (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

SB657,29,19 (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

SB657,29,22 178.0114 Effective date and time. Except as otherwise provided in s. 178.0115 and subject to s. 178.0116 (3), a record filed under this chapter is effective as follows:

SB657,29,24 (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date:

SB657,29,25 (a) The time of day specified in the document as its effective time.

SB657,30,1 (b) If no effective time is specified, at the close of business.

SB657,30,3 (2) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 178.0117 (2).

SB657,30,9 (3) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

SB657,30,13 178.0115 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 178.1123 (2), 178.1133 (2), 178.1143 (2), and 178.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

SB657,30,14 (2) A statement of withdrawal must satisfy all of the following:

SB657,30,16 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

SB657,30,17 (b) It must identify the record to be withdrawn.

SB657,30,20 (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

SB657,30,22 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

SB657,30,25 178.0116 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

SB657,31,1 (a) The record at the time of filing was inaccurate.

SB657,31,2 (b) The record was defectively signed.

SB657,31,3 (c) The electronic transmission of the record to the department was defective.

SB657,31,5 (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

SB657,31,6 (3) (a) A statement of correction may not state a delayed effective date.

SB657,31,7 (b) A statement of correction must satisfy all of the following: