Chapter 178

178.0108(1) (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

178.0108(1)(a) (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.

178.0108(1)(b) (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.

178.0108(1)(c) (c) A statement of denial by a person under s. 178.0304 must be signed by that person.

178.0108(1)(d) (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.

178.0108(2) (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.

178.0108(3) (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.

178.0108 History History: 2015 a. 295.

178.0109 178.0109 Liability for inaccurate information in filed record.

178.0109(1) (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:

178.0109(1)(a) (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.

178.0109(1)(b) (b) Subject to sub. (2), a partner if all of the following apply:

178.0109(1)(b)1. 1. The record was delivered for filing on behalf of the partnership.

178.0109(1)(b)2. 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:

178.0109(1)(b)2.a. a. Effected an amendment under s. 178.0901 (6).

178.0109(1)(b)2.b. b. Filed a petition under s. 178.0112.

178.0109(1)(b)2.c. c. Delivered to the department for filing a statement of change under s. 178.0909 or a statement of correction under s. 178.0116.

178.0109(2) (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.

178.0109(3) (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.

178.0109 History History: 2015 a. 295.

178.0110 178.0110 Applicability.

178.0110(1) (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.

178.0110(2) (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:

178.0110(2)(a) (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 July 1, 2016, 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.

178.0110(2)(b) (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, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under 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.

178.0110(2)(c) (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.

178.0110(2)(d) (d) Upon this chapter becoming applicable with respect to a partnership, all of the following apply:

178.0110(2)(d)1. 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.

178.0110(2)(d)2. 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.

178.0110(2)(d)3. 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.

178.0110 History History: 2015 a. 295; 2021 a. 258.

178.0111 178.0111 Delivery of record.

178.0111(1) (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.

178.0111(2) (2) Delivery to the department is effective only when a record is received by the department.

178.0111 History History: 2015 a. 295.

178.0112 178.0112 Signing and filing pursuant to judicial order.

178.0112(1) (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:

178.0112(1)(a) (a) The person to sign the record.

178.0112(1)(b) (b) The person to deliver the record to the department for filing.

178.0112(1)(c) (c) The department to file the record unsigned.

178.0112(2) (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.

178.0112(3) (3) A record filed under sub. (1) (c) is effective without being signed.

178.0112 History History: 2015 a. 295.

178.0113 178.0113 Filing requirements.

178.0113(1) (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:

178.0113(1)(a) (a) The filing of the record must be required or permitted by this chapter.

178.0113(1)(b) (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

178.0113(1)(c) (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.

178.0113(1)(d) (d) The record must be signed by a person authorized or required under this chapter to sign the record.

178.0113(1)(e) (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.

178.0113(1)(f) (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

178.0113(1m) (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.

178.0113(2) (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.

178.0113(3) (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.

178.0113(5) (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

178.0113 History History: 2015 a. 295.

178.0114 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:

178.0114(1) (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:

178.0114(1)(a) (a) The time of day specified in the document as its effective time.

178.0114(1)(b) (b) If no effective time is specified, at the close of business.

178.0114(2) (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).

178.0114(3) (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.

178.0114 History History: 2015 a. 295.

178.0115 178.0115 Withdrawal of filed record before effectiveness.

178.0115(1) (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.

178.0115(2) (2) A statement of withdrawal must satisfy all of the following:

178.0115(2)(a) (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

178.0115(2)(b) (b) It must identify the record to be withdrawn.

178.0115(2)(c) (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.

178.0115(3) (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

178.0115 History History: 2015 a. 295.

178.0116 178.0116 Correcting filed record.

178.0116(1) (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:

178.0116(1)(a) (a) The record at the time of filing was inaccurate.

178.0116(1)(b) (b) The record was defectively signed.

178.0116(1)(c) (c) The electronic transmission of the record to the department was defective.

178.0116(2) (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.

178.0116(3) (3) 

178.0116(3)(a) (a) A statement of correction may not state a delayed effective date.

178.0116(3)(b) (b) A statement of correction must satisfy all of the following:

178.0116(3)(b)1. 1. It must be signed by the person correcting the filed record.

178.0116(3)(b)2. 2. It must identify the filed record to be corrected.

178.0116(3)(b)3. 3. It must specify the inaccuracy or defect to be corrected.

178.0116(3)(b)4. 4. It must correct the inaccuracy or defect.

178.0116(4) (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 178.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

178.0116 History History: 2015 a. 295.

178.0117 178.0117 Duty of department to file; review of refusal to file; delivery of record by department.

178.0117(1) (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

178.0117(2) (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the partnership to which the statement pertains.