SB657: Bill Text

SB657,76,12 178.0806 Disposition of assets in winding up; when contributions required. (1) In winding up its business, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, including partners that are creditors.

SB657,76,14 (2) After a partnership complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 178.0504:

SB657,76,17 (a) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions.

SB657,76,20 (b) Among persons owning transferable interests, in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership.

SB657,76,23 (3) If a partnership's assets are insufficient to satisfy all its obligations under sub. (1), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability partnership, the following rules apply:

SB657,77,4 (a) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under s. 178.0703 (3) or (4) shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a partner in effect for each of those persons when the obligation was incurred.

SB657,77,11 (b) If a person does not contribute the full amount required under par. (a) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by par. (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a partner in effect for each of those other persons when the obligation was incurred.

SB657,77,14 (c) If a person does not make the additional contribution required by par. (b), further additional contributions are determined and due in the same manner as provided in that paragraph.

SB657,77,19 (4) A person that makes an additional contribution under sub. (3) (b) or (c) may recover from any person whose failure to contribute under sub. (3) (a) or (b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.

SB657,77,22 (5) If a partnership does not have sufficient surplus to comply with sub. (2) (a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.

SB657,77,23 (7) All distributions made under sub. (2) must be paid in money.

SB657,78,2 178.0807 Known claims against dissolved limited liability partnership. (1) Except as otherwise provided in sub. (4), a dissolved limited liability partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3).

SB657,78,4 (2) A dissolved limited liability partnership may in a record notify its known claimants of the dissolution. The notice must do all of the following:

SB657,78,5 (a) Specify the information required to be included in a claim.

SB657,78,7 (b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent.

SB657,78,9 (c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant.

SB657,78,10 (d) State that the claim will be barred if not received by the deadline.

SB657,78,14 (e) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on s. 178.0306.

SB657,78,17 (3) A claim against a dissolved limited liability partnership is barred if the claim is a known claim and the notice requirements of sub. (2) are met with respect to the claim and any of the following applies:

SB657,78,18 (a) The claim is not received by the specified deadline.

SB657,78,20 (b) If the claim is timely received but rejected by the limited liability partnership, all of the following apply:

SB657,78,24 1. The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the claimant receives the notice.

SB657,79,2 2. The claimant does not commence the required action within 90 days after the claimant receives the notice.

SB657,79,4 (4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.

SB657,79,5 (4r) The provisions of s. 178.0103 (6) shall apply to notices under this section.

SB657,79,9 178.0808 Other claims against dissolved limited liability partnership. (1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.

SB657,79,10 (2) A notice under sub. (1) must satisfy all of the following:

SB657,79,15 (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located.

SB657,79,18 (b) It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.

SB657,79,21 (c) It must state that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice.

SB657,79,25 (d) Unless the partnership has been throughout its existence a limited liability partnership, it must state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on s. 178.0306.

SB657,80,4 (3) If a dissolved limited liability partnership publishes a notice in accordance with sub. (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 2 years after the publication date of the notice:

SB657,80,5 (a) A claimant that did not receive notice in a record under s. 178.0807.

SB657,80,7 (b) A claimant whose claim was timely sent to the partnership but not acted on.

SB657,80,9 (c) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

SB657,80,11 (4) A claim not barred under this section or s. 178.0807 may be enforced against any of the following:

SB657,80,13 (a) A dissolved limited liability partnership, to the extent of its undistributed assets.

SB657,80,19 (b) Except as otherwise provided in s. 178.0809, if assets of the partnership have been distributed after dissolution, a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.

SB657,80,20 (c) Any person liable on the claim under s. 178.0306, 178.0703, or 178.0805.

SB657,81,4 178.0809 Court proceedings. (1) A dissolved limited liability partnership that has published a notice under s. 178.0808 may file an application with the circuit court in the county where the partnership's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution.

SB657,81,6 (2) Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 178.0808.

SB657,81,10 (3) Not later than 10 days after the filing of an application under sub. (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership.

SB657,81,14 (4) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.

SB657,81,20 (5) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under sub. (1) satisfies the partnership's obligations with respect to claims that are contingent, are not known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.

SB657,81,24 178.0810 Liability of partner and person dissociated as partner when claim against partnership barred. If a claim against a dissolved partnership is barred under s. 178.0807, 178.0808, or 178.0809, any corresponding claim under s. 178.0306, 178.0703, or 178.0805 is also barred.

SB657,81,25 subchapter Ix

SB657,82,1 limited liability partnership

SB657,82,3 178.0901 Statement of qualification. (1) A domestic partnership may become a limited liability partnership pursuant to this section.

SB657,82,8 (2) The terms and conditions on which a domestic partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.

SB657,82,11 (3) After the approval required by sub. (2), a partnership may become a limited liability partnership by delivering to the department for filing a statement of qualification. The statement must contain all of the following:

SB657,82,12 (a) The name of the partnership, which name satisfies s. 178.0902.

SB657,82,14 (b) The street and mailing addresses of the partnership's principal office and, if different, the street address of an office in this state, if any.

SB657,82,16 (c) The street address of the partnership's registered office in this state and the name of its registered agent at that office.

SB657,82,18 (d) A statement that the partnership elects to become a limited liability partnership.

SB657,82,22 (4) The partnership's status as a limited liability partnership begins when its statement of qualification becomes effective as provided in s. 178.0114 and remains effective, regardless of changes in the partnership, until it is canceled pursuant to sub. (6) or administratively revoked pursuant to ss. 178.09031 and 178.09032.

SB657,83,2 (5) The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.

SB657,83,5 (5r) A partnership that becomes, or ceases to be, a limited liability partnership is for all purposes the same partnership that existed before such change in status and continues to be a partnership under this chapter.

SB657,83,10 (6) A limited liability partnership may amend or cancel its statement of qualification by delivering to the department for filing a statement of amendment or cancellation. A statement of cancellation must be approved by the affirmative vote or consent of all the partners. A statement of amendment or cancellation shall state the name of the limited liability partnership and also state the following:

SB657,83,11 (a) In the case of an amendment, the text of the amendment.

SB657,83,12 (b) In the case of a cancellation, that the statement of qualification is canceled.

SB657,83,16 178.0902 Permitted names. (1) The name of a partnership that is not a limited liability partnership may not contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."

SB657,83,19 (2) The name of a limited liability partnership must contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."

SB657,83,22 (3) The name of a limited liability partnership, and the name under which a foreign limited liability partnership may register to do business in this state, must be distinguishable on the records of the department from all of the following:

SB657,83,24 (a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

SB657,84,2 (b) Any name of a limited liability partnership whose statement of qualification is in effect.

SB657,84,4 (c) Any name under which a person is registered to do business in this state by the filing of a record by the department.

SB657,84,6 (d) Any name that is reserved under s. 178.0906 or other law of this state providing for the reservation of a name by a filing of a record by the department.

SB657,84,8 (e) Any name that is registered under s. 178.0907 or other law of this state providing for the registration of a name by a filing of a record by the department.

SB657,84,13 (4r) A limited liability partnership or foreign limited liability partnership may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (3). The department shall authorize use of the name applied for if any of the following occurs:

SB657,84,20 (a) The corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association that has or has registered or reserved the name consents in writing to the use and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

SB657,84,23 (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

SB657,85,6 (5) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as "corporation," "Corp.," "incorporated," "Inc.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited liability partnership," "LLP," "L.L.P.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability company," "LLC," "L.L.C.," "cooperative association," or "cooperative" may not be taken into account.

SB657,85,11 (7) The name of a limited liability partnership or foreign limited liability partnership may not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

SB657,85,18 (8r) A limited liability partnership or foreign limited liability partnership may use in this state the name, including the fictitious name, that is used in this state by a corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association if the limited liability partnership or foreign limited liability partnership proposing to use the name has done any of the following:

SB657,85,19 (a) Merged with the other business entity.

SB657,85,20 (b) Been formed by reorganization of the other business entity.

SB657,85,22 (c) Acquired all or substantially all of the assets, including the name, of the other business entity.

SB657,85,25 178.09031 Grounds for revocation. The department may bring a proceeding under s. 178.09032 to administratively revoke the statement of qualification of a limited liability partnership if any of the following occurs:

SB657,86,2 (1) The partnership does not pay, within one year after they are due, any fees or penalties due the department under this chapter.

SB657,86,4 (2) The partnership does not have on file its annual report with the department within one year after it is due.

SB657,86,6 (3) The partnership is without a registered agent or registered office in this state for at least one year.

SB657,86,9 (4) The partnership does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

SB657,86,10 (5) The partnership violates s. 940.302 (2) or 948.051 (2).

SB657,86,15 178.09032 Procedure for and effect of administrative revocation. (1) If the department determines that one or more grounds exist under s. 178.09031 for revoking a limited liability partnership's statement of qualification, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered office of the partnership.

SB657,86,19 (2) (a) Within 60 days after the notice under sub. (1) takes effect under s. 178.0103 (6), the partnership shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.

SB657,86,24 (b) If the partnership fails to satisfy par. (a), the department may revoke the partnership's statement of qualification. The department shall enter a notation in its records to reflect each ground for revocation and the effective date of revocation and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered office of the partnership.

SB657,87,4 (3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership.

SB657,87,8 (b) If the notice under par. (a) is returned to the department as undeliverable or if the partnership's principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department's Internet site.

SB657,87,10 (4) A revocation under sub. (2) (b) affects only the partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.