178.37 Annotation
A personal representative who is also a partner may not deprive a deceased partner's estate of its rights to interest or profits under this section. Hence, a personal representative possessed no authority to waive the estate's rights under the statute, and the personal representative must choose one of the options provided. McDonald v. McDonald,
68 Wis. 2d 292,
228 N.W.2d 727 (1975).
178.37 Annotation
When a legal representative has failed or refused to act, an heir may maintain an action to recover assets for the benefit of an estate. Schaefer v. Schaefer,
89 Wis. 2d 323,
278 N.W.2d 332 (Ct. App. 1979).
178.37 Annotation
A business run for 8 years by a surviving partner was winding up under s. 178.33 (1), not continuing under s. 178.37. Trust Estate of Schaefer,
91 Wis. 2d 360,
283 N.W.2d 410 (Ct. App. 1979).
178.37 Annotation
A deceased or withdrawing partner has no claim to post-dissolution profits that are related to the skill and services of the remaining partners. Fees from work in progress at the time of dissolution constitute partnership assets allocated to each partner according to the partnership formula without any additional compensation to the partner who performs the work. Gull v. Van Epps,
185 Wis. 2d 609,
517 N.W.2d 531 (Ct. App. 1994).
178.37 Annotation
The burden is on the retiring partner, not the continuing partner, to prove "profits attributable." Exiting partners are not entitled to a full predissolution profit share after dissolution because the predissolution profit-sharing ratio was predicated in part on that partner's contribution of services, which ended upon dissolution, while after dissolution, the exiting partner is compensated for the use of its investment in the partnership. Estate of Matteson v. Matteson,
2008 WI 48,
309 Wis. 2d 311,
749 N.W.2d 557,
05-2607.
178.37 Annotation
Every partnership dissolution causes a wind-up rather than a continuation unless the outgoing partner consents to a continuation. It is improper for a circuit court to conclude that the dissolution of a partnership resulted in a continuation simply because the partnership's business actually continued. The relevant inquiry is whether the departing partner consented to continuation in lieu of wind-up at the time of dissolution. Bushard v. Reisman,
2011 WI 51,
334 Wis. 2d 571,
800 N.W.2d 373,
09-0438.
178.38
178.38
Right to accounting accrues on dissolution. The right to an account of his or her interest shall accrue to any partner, or his or her legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
178.38 History
History: 1993 a. 482.
178.39
178.39
Recording of partnership agreements; amendments; articles of dissolution. Partnership agreements, amendments thereof and agreements in dissolution thereof may be recorded in the office of the register of deeds of the county in which the principal place of business of such partnership is located.
178.39 History
History: 1993 a. 301.
178.40
178.40
Registration of limited liability partnerships. 178.40(1)(1) To become a registered limited liability partnership or a foreign registered limited liability partnership, a partnership shall file with the department the fee specified in
s. 178.48 and a registration statement that includes all of the following:
178.40(1)(b)
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
178.40(1)(c)
(c) The mailing address of its principal office.
178.40(1)(d)
(d) The street address of the registered office and the name and address of the registered agent at that office for service of process.
178.40(1)(e)
(e) A statement that the partnership registers as a registered limited liability partnership or a foreign registered limited liability partnership.
178.40(1)(f)
(f) Any other information that the partnership determines to include.
178.40(2)
(2) A registered limited liability partnership or a foreign registered limited liability partnership may amend its registration statement at any time by filing with the department a statement that includes all of the following:
178.40(2)(b)
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
178.40(2)(c)
(c) The date of the filing of the original registration statement.
178.40(2)(d)
(d) The amendment to the registration statement.
178.40(3)
(3) A registered limited liability partnership or a foreign registered limited liability partnership may terminate its registration by filing with the department the fee specified in
s. 178.48 and a written notice of withdrawal that includes all of the following:
178.40(3)(b)
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
178.40(3)(c)
(c) A statement that the partnership withdraws its registration.
178.40 History
History: 1995 a. 97.
178.40 Annotation
Wisconsin's LLP Law. Fahrenbach & Klinker. Wis. Law. March 1996.
178.41
178.41
Effect of registration. 178.41(1)
(1) A registration of a limited liability partnership is effective when the registration statement takes effect under
s. 178.49.
178.41(1)(a)
(a) The department's filing of a registration statement is conclusive proof that the partnership is registered as a registered limited liability partnership or a foreign registered limited liability partnership under this chapter, except in a proceeding by the state to revoke the registration, and is notice of all other facts set forth in the registration statement.
178.41(1)(b)
(b) The department's filing of a registration statement of a foreign registered limited liability partnership under
s. 178.40 constitutes its certificate of authority to transact business in this state and is notice of all other facts set forth in the registration statement.
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, unincorporated cooperative association, 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;
2005 a. 441.
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(4)
(4) A registered limited liability partnership or foreign registered limited liability partnership may change its registered office or registered agent, or both, by doing any of the following:
178.43(4)(a)
(a) Delivering to the department for filing a statement of change.
178.43(4)(b)
(b) Including the name of its registered agent and the street address of its registered office, as changed, in an amendment to its registration statement.
178.43(5)
(5) Except as provided in
sub. (6), a statement of change shall include all of the following information:
178.43(5)(a)
(a) The name of the registered limited liability partnership or foreign registered limited liability partnership and, if applicable, a statement that the registered limited liability partnership or foreign registered limited liability partnership is registered under this chapter.
178.43(5)(b)
(b) The name of its registered agent, as changed.
178.43(5)(c)
(c) The street address of its registered agent, as changed.
178.43(5)(d)
(d) A statement that, after the changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
178.43(6)
(6) If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or the street address of the registered office, or both, of any registered limited liability partnership or foreign registered limited liability partnership for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the registered limited liability partnership or foreign registered limited liability partnership in writing of the change and deliver to the department for filing a signed statement that complies with
sub. (5) and recites that the registered limited liability partnership or foreign registered limited liability partnership has been notified of the change.
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(1m)
(1m) Upon application by a district attorney or the attorney general, a court shall revoke a foreign registered limited liability partnership's certificate of authority if the foreign registered limited liability partnership has violated
s. 940.302 (2) or
948.051 (2).
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.
