178.41(2)(a)(a) A partnership that registers as a registered limited liability partnership is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state.
178.41(2)(b)
(b) If a registered limited liability partnership or a foreign registered limited liability partnership dissolves for any reason and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, and so long as the partnership continues to comply with
s. 178.42, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new registration statement. The partnership continuing the business shall be considered to have filed any documents required or permitted under this chapter which were filed by the dissolved registered limited liability partnership or foreign registered limited liability partnership.
178.41(3)
(3) If a registered limited liability partnership or a foreign registered limited liability partnership dissolves for any reason and winds up its affairs, liquidates or terminates, the registration statement remains in effect as to the partnership and partners during the period of winding up and remains in effect as to the partners after liquidation or termination with respect to liabilities of the partnership incurred, assumed or arising before the effective date of liquidation or termination.
178.41(4)
(4) A partnership continues as a registered limited liability partnership or foreign registered limited liability partnership if there is substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership or foreign registered limited liability partnership and the liability of a partner of that registered limited liability partnership or foreign registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in any filing under this chapter.
178.41 History
History: 1995 a. 97.
178.42
178.42
Name of registered limited liability partnership. 178.42(1)(1) The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
178.42(2)
(2) The name of a foreign registered limited liability partnership transacting business in this state shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP", or other words or abbreviations as may be required or authorized by the laws of the jurisdiction in which the partnership is formed.
178.42(3)
(3) Except as provided in
sub. (4), the name of a registered limited liability partnership shall be distinguishable upon the records of the department from all of the following names:
178.42(3)(a)
(a) The name of any other domestic or foreign corporation, cooperative, registered limited liability partnership, limited partnership, or limited liability company existing, registered or licensed to transact business under the laws of this state.
178.42(4)
(4) The name of a registered limited liability partnership is not distinguishable from a name referred to under
sub. (3) (a) and
(b) if the only difference between it and the other name is the inclusion or absence of a word or words referred to in
sub. (1) or
(2) or the words "corporation", "incorporated", "limited", "company", "cooperative", "limited partnership", "limited liability company" or abbreviations of these words.
178.42(5)
(5) If the name of a domestic or foreign limited liability partnership is not distinguishable from a name referred to under
sub. (3) (a) and
(b), the domestic or foreign limited liability partnership may register under a fictitious name that is distinguishable from a name referred to under
sub. (3) (a) and
(b).
178.42 History
History: 1995 a. 97.
178.43
178.43
Registered office and registered agent. 178.43(1)
(1) A registered limited liability partnership and foreign registered limited liability partnership shall continuously maintain in this state a registered office and registered agent. The registered office may be the same as any of the partnership's places of business. The registered agent shall be any of the following:
178.43(1)(a)
(a) A natural person who resides in this state and whose business office is identical with the registered office.
178.43(1)(b)
(b) A domestic corporation, nonstock corporation, limited liability company, limited partnership or registered limited liability partnership.
178.43(1)(c)
(c) A foreign corporation, foreign limited liability company, foreign limited partnership or foreign 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.
178.43(2m)
(2m) The registered agent of a registered limited liability partnership or a foreign limited liability partnership may resign as registered agent by executing and filing with the department a written statement that includes all of the following information, as applicable:
178.43(2m)(a)
(a) The name of the registered limited liability partnership or foreign registered limited liability partnership for which the registered agent is acting.
178.43(2m)(c)
(c) If the registered agent is acting for a registered limited liability partnership, the street address of the registered limited liability partnership.
178.43(2m)(d)
(d) If the registered agent is acting for a foreign registered limited liability partnership, the foreign registered limited liability partnership's current registered office and the mailing address of the foreign registered limited liability partnership's current principal office.
178.43(2m)(f)
(f) If the registered office is also discontinued, a statement to that effect.
178.43(3m)
(3m) After the filing of a statement under
sub. (2m), the department shall mail a copy of the statement to the registered limited liability partnership or foreign registered limited liability partnership at the address provided under
sub. (2m) (c) or
(d).
178.43 History
History: 1995 a. 97;
2001 a. 44,
105.
178.44
178.44
Service on registered limited liability partnership. 178.44(1)(1) A registered limited liability partnership's or foreign registered limited liability partnership's registered agent is the partnership's agent for service of process, notice or demand required or permitted by law to be served on the partnership.
178.44(2)
(2) Except as provided in
sub. (3), if a registered limited liability partnership or a foreign registered limited liability partnership has no registered agent or the agent cannot with reasonable diligence be served, the partnership may be served by registered or certified mail, return receipt requested, addressed to the partnership at its principal office. Service is perfected under this subsection at the earliest of the following:
178.44(2)(a)
(a) The date on which the partnership receives the mail.
178.44(2)(b)
(b) The date shown on the return receipt, if signed on behalf of the partnership.
178.44(2)(c)
(c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
178.44(3)
(3) If the address of the registered limited liability partnership's or foreign registered limited liability partnership's principal office cannot be determined from the records of the department, the partnership may be served by publishing a class 3 notice, under
ch. 985, in the community in which the partnership's principal office or registered office, as most recently designated in the records of the department, is located.
178.44(4)
(4) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a registered limited liability partnership or a foreign registered limited liability partnership in any other manner permitted by law.
178.44 History
History: 1995 a. 97.
178.45
178.45
Foreign registered limited liability partnerships. 178.45(1)(1) Before transacting business in this state, a foreign registered limited liability partnership shall do all of the following:
178.45(1)(a)
(a) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged.
178.45(1)(b)
(b) Obtain a certificate of authority from the department by filing a registration statement under
s. 178.40.
178.45(2)
(2) A foreign registered limited liability partnership holding a valid certificate of authority under this section is subject to
ss. 178.40 to
178.53.
178.45(3)
(3) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign limited liability partnership is formed.
178.45(4)
(4) The following shall apply to a foreign registered limited liability partnership transacting business in this state without filing a registration statement and obtaining a certificate of authority under
s. 178.40:
178.45(4)(a)
(a) A foreign registered limited liability partnership transacting business in this state without a certificate of authority may not maintain a proceeding in a court of this state until it obtains a certificate of authority.
178.45(4)(b)
(b) Neither the successor to a foreign registered limited liability partnership that transacted business in this state without a certificate of authority nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court of this state until the foreign registered limited liability partnership or its successor obtains a certificate of authority.
178.45(4)(c)
(c) A court may stay a proceeding commenced by a foreign registered limited liability partnership, or its successor or assignee, until the court determines if the foreign limited liability partnership or its successor requires a certificate of authority. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign registered limited liability partnership or its successor obtains the certificate of authority.
178.45(4)(d)
(d) The failure of a foreign registered limited liability partnership to obtain a certificate of authority does not do any of the following:
178.45(4)(d)1.
1. Impair the validity of any contract or act of the foreign registered limited liability partnership or its title to property in this state.
178.45(4)(d)2.
2. Affect the right of any other party to a contract to maintain any action on the contract.
178.45(4)(d)3.
3. Prevent the foreign registered limited liability partnership from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.
178.45(4)(e)
(e) A foreign registered limited liability partnership that transacts business in this state without a certificate of authority is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, for an amount equal to the sum of the following:
178.45(4)(e)1.
1. All fees that would have been imposed under this chapter upon the foreign registered limited liability partnership had it applied for and received a certificate of authority.
178.45(4)(e)2.
2. Fifty percent of the amount under
subd. 1. or $5,000, whichever is less.
178.45(4)(f)
(f) The foreign registered limited liability partnership shall pay the amount owed under
par. (e) to the department. The department may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under
par. (e).
178.45(4)(g)
(g) A partner of a foreign registered limited liability partnership is not liable for the debts and obligations of the foreign registered limited liability partnership solely because the foreign registered limited liability partnership transacted business in this state without a certificate of authority.
178.45 History
History: 1995 a. 97.
178.46
178.46
Filing requirements. 178.46(1g)(a)
(a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
178.46(1g)(b)
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
178.46(1g)(c)
(c) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
178.46(1g)(d)
(d) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
178.46(1r)
(1r) Except as provided in
sub. (4), a document required or permitted to be filed under
s. 178.40 or
178.50 in the office of the department shall satisfy all of the following requirements:
178.46(1r)(a)
(a) Contain the information required by this chapter, although it may also contain other information.
178.46(1r)(b)
(b) Be in the English language, except that a partnership name need not be in English if it is written in English letters or Arabic or Roman numerals.
178.46(1r)(e)
(e) Be on the form prescribed by the department if the document is described in
s. 178.47.
178.46(1r)(f)
(f) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by
s. 178.48.
178.46(2)
(2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy
sub. (1r) and are originally executed to satisfy
sub. (3).
178.46(3)(a)(a) The documents described in
s. 178.40 or
178.50 shall be executed by one or more partners authorized by the partnership or as otherwise provided in the partnership agreement.
178.46(3)(b)
(b) The person executing a document shall sign it and, beneath or opposite the signature, type or legibly print his or her name.
178.46(4)
(4) The department may waive any of the requirements of
subs. (1r) to
(3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
178.47(1)(a)(a) The department shall prescribe and furnish on request forms for all of the following documents:
178.47(1)(b)
(b) The forms prescribed by the department under
par. (a) 1.,
2. and
3. shall require disclosure of only the information required under
s. 178.40 (1),
(2) and
(3), respectively.
178.47(2)
(2) The department may prescribe and furnish on request forms for other documents required or permitted to be filed with the department under this chapter, but use of these forms is not mandatory.
178.47 History
History: 1995 a. 97.
178.48
178.48
Filing and service fees. 178.48(1)
(1) Except as provided under
sub. (4), the department shall collect the following fees when the documents described under this subsection are delivered to the department for filing:
