178.50(1)
(1) A registered limited liability partnership or foreign registered limited liability partnership holding a certificate of authority under
s. 178.40 may correct a document that was filed with the department if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.
178.50(2)
(2) To correct a document under
sub. (1), a registered limited liability partnership or a foreign registered limited liability partnership holding a certificate of authority under
s. 178.40 shall file with the department articles of correction that include all of the following:
178.50(2)(a)
(a) A description of the document, including its filing date, or a copy of the document.
178.50(2)(b)
(b) An identification of the incorrect statement and the reason that it is incorrect, or the manner in which the execution was defective, whichever applies.
178.50(3)(a)(a) Except as provided in
par. (b), articles of correction are effective on the effective date of the document that they correct.
178.50(3)(b)
(b) With respect to a person relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
178.50 History
History: 1995 a. 97.
178.51
178.51
Filing duty of the department. 178.51(1)
(1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date of receipt on the original document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date of receipt.
178.51(2)(a)(a) Except as provided in
par. (b), if a document satisfies
s. 178.46, the department shall file the document by stamping or otherwise endorsing "Filed" on both the original and the document copy. After filing a document, the department shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.
178.51(2)(b)
(b) If a registered limited liability partnership or foreign registered limited liability partnership is in default in the payment of any fee required under
s. 178.48, the department shall refuse to file any document relating to the partnership until all delinquent fees are paid.
178.51(3)(a)(a) If the department refuses to file a document, the department shall return it to the partnership, or to its representative, within 5 business days after the document is received by the office of the department for filing, together with a brief written explanation of the reason for the department's refusal.
178.51(3)(b)
(b) The department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.
178.51(3)(c)
(c) If a document that has been refused for filing by the department is resubmitted for filing by the department, the effective date of the document under
s. 178.49 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with
s. 178.49 (2). The effective time of the resubmitted document shall be determined under
s. 178.49 (1) or
(2), whichever is applicable.
178.51(4)
(4) Except as provided in
s. 178.41 (1), the department's filing of a document or refusal to file a document does not do any of the following:
178.51(4)(a)
(a) Affect the validity or invalidity of the document in whole or part.
178.51(4)(b)
(b) Relate to the correctness or incorrectness of information contained in the document.
178.51(4)(c)
(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
178.51 History
History: 1995 a. 97;
2001 a. 44.
178.52
178.52
Appeal from department's refusal to file document. 178.52(1)(1) If the department refuses to file a document received for filing, the partnership may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The partnership shall file the petition in the circuit court for the county where the partnership's principal office or, if none in this state, its registered office is located. The partnership shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.
178.52(2)
(2) The partnership shall file the petition under
sub. (1) within 30 days after the department returns the document under
s. 178.51 (3) (a). If the department does not return the document within the period specified in
s. 178.51 (3) (b), the partnership shall file the petition within 30 days after the period specified in
s. 178.51 (3) (b) expires.
178.52(3)
(3) The court may summarily order the department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.
178.52(4)
(4) If the court orders the department to file the document under
sub. (3), the effective date of the document shall be the date on which it was received by the department or a delayed effective date, if specified under
s. 178.49 (2).
178.52 History
History: 1995 a. 97.
178.53
178.53
Applicability to foreign and interstate commerce. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations and govern its internal affairs in accordance with this chapter, and may exercise the powers and enjoy the limitations on partner liability granted under this chapter, in any state, territory, district or possession of the United States or in any foreign country.
178.53 History
History: 1995 a. 97.
