SB657: Bill Text

SB657,93,13 (3) A registered agent promptly shall furnish to the limited liability partnership or registered foreign limited liability partnership notice in a record of the date on which a statement of resignation was filed.

SB657,93,19 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability partnership or registered foreign limited liability partnership. The resignation does not affect any contractual rights the partnership or foreign partnership has against the agent or that the agent has against the partnership or foreign partnership.

SB657,93,22 (5) A registered agent may resign with respect to a limited liability partnership or registered foreign limited liability partnership whether or not the partnership or foreign partnership is in good standing.

SB657,94,6 178.0911 Change of name or address by registered agent. (1) If the name of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name of the registered agent or street address of the registered office of any limited liability partnership or foreign limited liability partnership for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the partnership or foreign partnership in writing of the change and deliver to the department for filing a statement of change that recites that the partnership or foreign partnership has been notified of the change and states all of the following:

SB657,94,8 (a) The name of the partnership or foreign partnership represented by the registered agent.

SB657,94,10 (b) The name and address of the agent as currently shown in the records of the department for the partnership or foreign partnership.

SB657,94,11 (c) The new name, new address, or both, of the agent.

SB657,94,15 (2) A registered agent promptly shall furnish notice to the represented limited liability partnership or registered foreign limited liability partnership of the filing by the department of the statement of change and the changes made by the statement.

SB657,94,19 178.0912 Service of process, notice, or demand. (1) A limited liability partnership or registered foreign limited liability partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent.

SB657,95,2 (2) Except as provided in sub. (3), if a limited liability partnership or registered foreign limited liability partnership has no registered agent, or its registered agent cannot with reasonable diligence be served, the partnership or foreign partnership may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the partnership or foreign partnership at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

SB657,95,4 (a) The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.

SB657,95,6 (b) The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.

SB657,95,8 (c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

SB657,95,18 (3) If process, notice, or demand in an action cannot be served on a limited liability partnership or registered foreign limited liability partnership pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business of the partnership or foreign partnership if the individual served is not a plaintiff in the action. If the address of the partnership's or foreign partnership's principal office cannot be determined from the records of the department, the partnership or foreign partnership may be served by publishing a class 3 notice, under ch. 985, in the community where the partnership's or foreign partnership's principal office or registered office, as most recently designated in the records of the department, is located.

SB657,95,20 (4) Service of process, notice, or demand on a registered agent must be in a written record.

SB657,95,22 (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

SB657,95,25 178.0913 Annual report for department. (1) A limited liability partnership or registered foreign limited liability partnership shall deliver to the department for filing an annual report that states all of the following:

SB657,96,1 (a) The name of the partnership or registered foreign partnership.

SB657,96,3 (b) The street address of its registered office in this state and the name of its registered agent at that office.

SB657,96,4 (c) The street address of its principal office.

SB657,96,5 (d) The name of at least one partner.

SB657,96,7 (e) In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 178.1006 (1).

SB657,96,10 (2) Information in the annual report must be current as of the date the report is signed by the limited liability partnership or registered foreign limited liability partnership.

SB657,96,15 (3) (a) A domestic limited liability partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited liability partnership's statement of qualification became effective, during the calendar year quarter in which the anniversary date of the statement of qualification's effective date occurs.

SB657,96,19 (b) A registered foreign limited liability partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability partnership registered to do business in this state.

SB657,97,2 (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited liability partnership or registered foreign limited liability partnership in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 178.0103 (6), the annual report is timely filed.

SB657,97,6 (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 178.0909.

SB657,97,7 subchapter x

SB657,97,8 foreign limited

SB657,97,9 liability partnership

SB657,97,11 178.1001 Governing law. (1) The governing law of a foreign limited liability partnership governs all of the following:

SB657,97,12 (a) The internal affairs of the partnership.

SB657,97,14 (b) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership.

SB657,97,17 (2) A foreign limited liability partnership is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state.

SB657,97,21 (3) Registration of a foreign limited liability partnership to do business in this state does not authorize the foreign partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state.

SB657,97,24 178.1002 Registration to do business in this state. (1) A foreign limited liability partnership may not do business in this state until it registers with the department under this chapter.

SB657,98,3 (2) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.

SB657,98,7 (3) The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state.

SB657,98,10 (4) A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.

SB657,98,12 (5) Section 178.1001 (1) and (2) applies even if a foreign limited liability partnership fails to register under this subchapter.

SB657,98,16 (5m) (a) A foreign limited liability partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:

SB657,98,20 1. All fees and other charges that would have been imposed by this chapter on the foreign limited liability partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.

SB657,98,21 2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.

SB657,99,2 (b) The foreign limited liability partnership shall pay the amount owed under par. (a) to the department, and the department may not file a foreign registration statement for the foreign limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign limited liability partnership's obligation to pay to the department any amount owed under this subsection.

SB657,99,5 178.1003 Foreign registration statement. To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following:

SB657,99,7 (1) The name of the partnership and, if the name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

SB657,99,8 (2) That the partnership is a foreign limited liability partnership.

SB657,99,9 (3) The jurisdiction of the partnership's governing law.

SB657,99,13 (4) The street and mailing addresses of the partnership's principal office and, if the partnership's governing law requires the partnership to maintain an office in the jurisdiction of such governing law, the street and mailing addresses of the required office.

SB657,99,15 (5) The address of the partnership's registered office in this state and the name of its registered agent at that office.

SB657,99,19 178.1004 Amendment or cancellation of foreign registration statement. A registered foreign limited liability partnership shall deliver to the department for filing an amendment to, or cancellation of, as appropriate, its foreign registration statement if there is a change in any of the following:

SB657,99,20 (1) The name of the partnership.

SB657,99,22 (1r) The cessation of the partnership's status as a foreign limited liability partnership.

SB657,99,23 (2) The jurisdiction of the partnership's governing law.

SB657,99,24 (3) An address required by s. 178.1003 (4).

SB657,100,2 (4) The information required by s. 178.1003 (5), unless such information has previously been changed pursuant to s. 178.0909 or 178.0913 (5).

SB657,100,5 178.1005 Activities not constituting doing business. (1) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this subchapter include all of the following:

SB657,100,7 (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.

SB657,100,9 (b) Carrying on any activity concerning its internal affairs, including holding meetings of its partners.

SB657,100,10 (c) Maintaining accounts in financial institutions.

SB657,100,13 (d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositaries with respect to those securities.

SB657,100,14 (e) Selling through independent contractors.

SB657,100,16 (f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.

SB657,100,18 (g) Creating or acquiring indebtedness, mortgages, or security interests in property.

SB657,100,20 (h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.

SB657,100,22 (i) Conducting an isolated transaction that is not in the course of similar transactions.

SB657,100,23 (j) Owning, without more, property.

SB657,100,24 (k) Doing business in interstate commerce.

SB657,101,2 (2) A person does not do business in this state solely by being a partner of a foreign limited liability partnership that does business in this state.

SB657,101,5 (3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.

SB657,101,11 178.1006 Noncomplying name of foreign limited liability partnership. (1) A foreign limited liability partnership whose name does not comply with s. 178.0902 (3) may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 178.0902 (3). After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name.

SB657,101,15 (2) If a registered foreign limited liability partnership changes its name to one that does not comply with s. 178.0902 (3), it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 178.0902 (3).

SB657,101,22 178.1007 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. A registered foreign limited liability partnership that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity whose formation requires the delivery of a record to the department for filing is deemed to have withdrawn its registration on the effective date of the conversion or merger, unless the registration is transferred to such partnership pursuant to s. 178.1009.

SB657,102,4 178.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (1) (a) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 178.1011.

SB657,102,7 (b) In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the partnership has converted or merged and the jurisdiction of its governing law.

SB657,102,11 (2) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to s. 178.0912, as provided in s. 178.1011 (2).

SB657,102,17 178.1009 Transfer of registration. (1) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this state, the foreign entity shall deliver to the department for filing an application for transfer of registration. The application must state all of the following:

SB657,102,19 (a) The name of the registered foreign limited partnership before the merger or conversion.

SB657,102,21 (b) That before the merger or conversion the registration pertained to a foreign limited liability partnership.

SB657,102,25 (c) The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

SB657,103,2 (d) The type of entity of the applicant foreign entity and the jurisdiction of its governing law.

SB657,103,6 (e) The street and mailing addresses of the principal office of the applicant foreign entity and, if the partnership's governing law requires the entity to maintain an office in the jurisdiction of that governing law, the street and mailing addresses of that office.

SB657,103,8 (f) The street address of the applicant foreign entity's registered office in this state and the name of its registered agent at that address.

SB657,103,12 (2) When an application for transfer of registration takes effect, the registration of the foreign limited liability partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.

SB657,103,16 178.10101 Grounds for revocation. (1) Except as provided in sub. (2), the department may bring a proceeding under s. 178.10102 to revoke the statement of foreign registration of a foreign limited liability partnership authorized to do business in this state if any of the following applies:

SB657,103,18 (a) The foreign limited liability partnership fails to file its annual report with the department within 4 months after it is due.

SB657,103,20 (b) The foreign limited liability partnership does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.

SB657,103,22 (c) The foreign limited liability partnership is without a registered agent or registered office in this state for at least 6 months.

SB657,104,2 (d) The foreign limited liability partnership does not inform the department under s. 178.0909 or 178.0910 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.