Chapter 178

178.09032(4) (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.

178.09032(5) (5) The partnership’s right to the exclusive use of its partnership name terminates on the effective date of the revocation of its statement of qualification under sub. (2) (b).

178.09032(6) (6) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.

178.09032 History History: 2015 a. 295; 2021 a. 258.

178.0904 178.0904 Reinstatement following administrative revocation.

178.0904(1) (1) A partnership whose statement of qualification is administratively revoked may apply to the department for reinstatement. The application shall include all of the following:

178.0904(1)(a) (a) The name of the partnership and the effective date of the revocation of its statement of qualification.

178.0904(1)(b) (b) A statement that each ground for revocation either did not exist or has been cured.

178.0904(1)(c) (c) A statement that the partnership’s name satisfies s. 178.0902.

178.0904(2) (2) 

178.0904(2)(a) (a) Upon application, the department shall reinstate a partnership’s statement of qualification if the department determines all of the following:

178.0904(2)(a)1. 1. That the application contains the information required by sub. (1) and the information is correct.

178.0904(2)(a)2. 2. That all fees and penalties owed by the partnership to the department under this chapter have been paid.

178.0904(2)(b) (b) Upon reinstatement of a partnership’s statement of qualification under par. (a), the department shall enter a notation in its records revising the notation specified in s. 178.09032 (2) (b) to reflect cancellation of the revocation and reinstatement of the partnership’s statement of qualification. The notation shall state both the department’s determination under par. (a) and the effective date of reinstatement. The department shall provide notice of the reinstatement to the partnership or its representative.

178.0904(4) (4) When the reinstatement under this section is effective, all of the following shall apply:

178.0904(4)(a) (a) Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative revocation.

178.0904(4)(b) (b) Except as provided in par. (c), the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.

178.0904(4)(c) (c) The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.

178.0904 History History: 2015 a. 295.

178.0905 178.0905 Appeal from denial of reinstatement.

178.0905(1) (1) If the department denies a partnership’s application for reinstatement under s. 178.0904, the department shall serve the partnership with a written notice, addressed to the registered office of the partnership, that explains each reason for denial.

178.0905(2) (2) The partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership’s principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is effective under s. 178.0103 (6). To appeal, the partnership shall petition the court to set aside the revocation and attach to the petition copies of the department’s notice of revocation under s. 178.09032 (2) (b), the partnership’s application for reinstatement under s. 178.0904 (1), and the department’s notice of denial under sub. (1).

178.0905(3) (3) The court may order the department to reinstate the partnership’s statement of qualification or may take other action that the court considers appropriate.

178.0905(4) (4) The court’s final decision may be appealed as in other civil proceedings.

178.0905 History History: 2015 a. 295; 2021 a. 258.

178.0906 178.0906 Reservation of name.

178.0906(1) (1) A person may reserve the exclusive use of a name that complies with s. 178.0902, including a fictitious name for a foreign limited liability partnership whose partnership name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant’s exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.

178.0906(2) (2) The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.

178.0906 History History: 2015 a. 295.

178.0907 178.0907 Registration of name.

178.0907(1) (1) A foreign limited liability partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 178.1006 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 178.0902.

178.0907(2) (2) To register its name or a fictitious name adopted pursuant to s. 178.1006 (1), a foreign limited liability partnership must deliver to the department for filing an application stating the partnership’s name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 178.1006 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant’s exclusive use.

178.0907(3) (3) The registration of a name under this section expires annually on December 31.

178.0907(4) (4) A foreign limited liability partnership whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.

178.0907(5) (5) A foreign limited liability partnership whose name registration is effective may register as a foreign limited liability partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

178.0907 History History: 2015 a. 295.

178.0908 178.0908 Registered agent and registered office.

178.0908(1) (1) Each limited liability partnership and each registered foreign limited liability partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the partnership or foreign partnership that the agent has consented to serve.

178.0908(1m) (1m) The registered office of a limited liability partnership or registered foreign limited liability partnership may, but need not, be the same as any of the partnership’s places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent of a limited liability partnership or registered foreign limited liability partnership shall be any of the following:

178.0908(1m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

178.0908(1m)(b) (b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership whose business office is identical with the registered office.

178.0908(1m)(c) (c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office.

178.0908(2) (2) A registered agent for a limited liability partnership or registered foreign limited liability partnership must have an e-mail account and a place of business in this state.

178.0908(3) (3) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

178.0908(3)(a) (a) To forward to the limited liability partnership or registered foreign limited liability partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent.

178.0908(3)(b) (b) If the registered agent resigns, to provide the notice required by s. 178.0910 (3) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership.

178.0908(3)(c) (c) To keep current the information with respect to the agent in the statement of qualification or foreign registration statement.

178.0908 History History: 2015 a. 295; 2021 a. 258.

178.0909 178.0909 Change of registered agent or registered office by limited liability partnership.

178.0909(1) (1) A limited liability partnership or registered foreign limited liability partnership may change its registered agent or registered office as provided in s. 178.0913 (5) or by delivering to the department for filing a statement of change that states all of the following:

178.0909(1)(a) (a) The name of the partnership or foreign partnership.

178.0909(1)(b) (b) The information that is to be in effect as a result of the filing of the statement of change.

178.0909(2) (2) The partners of a limited liability partnership need not approve the filing of any of the following:

178.0909(2)(a) (a) A statement of change under this section.

178.0909(2)(b) (b) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.

178.0909(3) (3) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability partnership or registered foreign limited liability partnership that the agent has consented to serve.

178.0909(4) (4) As an alternative to using the procedure in this section, a limited liability partnership may amend its statement of qualification.

178.0909 History History: 2015 a. 295.

178.0910 178.0910 Resignation of registered agent.

178.0910(1) (1) A registered agent may resign as an agent for a limited liability partnership or registered foreign limited liability partnership by delivering to the department for filing a statement of resignation that states all of the following:

178.0910(1)(a) (a) The name of the partnership or foreign partnership.

178.0910(1)(b) (b) The name of the agent.

178.0910(1)(c) (c) That the agent resigns from serving as registered agent for the partnership or foreign partnership.

178.0910(1)(d) (d) The address of the partnership or foreign partnership to which the agent will send the notice required by sub. (3).

178.0910(2) (2) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

178.0910(2)(a) (a) Sixty days after the department receives the statement of resignation for filing.

178.0910(2)(b) (b) The date on which the appointment of a successor registered agent is effective.

178.0910(3) (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.

178.0910(4) (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.

178.0910(5) (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.

178.0910 History History: 2015 a. 295.

178.0911 178.0911 Change of name or address by registered agent.

178.0911(1) (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s office changes, the registered agent may change the name or e-mail address 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:

178.0911(1)(a) (a) The name of the partnership or foreign partnership represented by the registered agent.

178.0911(1)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the partnership or foreign partnership.

178.0911(1)(c) (c) Any new name, new e-mail address, or new street address of the agent.

178.0911(2) (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.

178.0911 History History: 2015 a. 295; 2021 a. 258.

178.0912 178.0912 Service of process, notice, or demand.

178.0912(1) (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. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent’s e-mail address on file with the department, and such notice shall be effective as provided in s. 178.0103 (6).

178.0912(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:

178.0912(2)(a) (a) The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.

178.0912(2)(b) (b) The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.

178.0912(2)(c) (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.

178.0912(3) (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.

178.0912(4) (4) Service of process, notice, or demand on a registered agent must be in a written record.

178.0912(5) (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

178.0912 History History: 2015 a. 295; 2021 a. 258.

178.0913 178.0913 Annual report for department.