179.0121(1)(1)
A limited partnership or registered foreign limited 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.
179.0103 (7m).
179.0121(2)
(2) Except as provided in sub.
(3), if a limited partnership or registered foreign limited 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:
179.0121(2)(a)
(a) The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.
179.0121(2)(b)
(b) The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.
179.0121(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.
179.0121(3)
(3) If process, notice, or demand in an action cannot be served on a limited partnership or registered foreign limited 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 or activity 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.
179.0121(4)
(4) Service of process, notice, or demand on a registered agent must be in a written record.
179.0121(5)
(5) Service of process, notice, or demand may be made by other means under law other than this chapter.
179.0121 History
History: 2021 a. 258.
179.0121 Annotation
Section 179.04 [now this section] does not provide an exclusive means for service on a limited partnership but merely mandates that a limited partnership maintain an agent for service in the state and provides for substitute service in case the limited partnership fails to comply. Service is governed by s. 801.11 (6), which requires service upon all the general partners known to the plaintiff. Carmain v. Affiliated Capital Corp.,
2002 WI App 271,
258 Wis. 2d 378,
654 N.W.2d 265,
01-3077.
179.0122(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.
179.0122(2)
(2) Delivery to the department is effective only when a record is received by the department.
179.0122 History
History: 2021 a. 258.
179.0124
179.0124
Filing fees; certified copies. 179.0124(1)(1)
Subject to sub.
(2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub.
(2) (a), pursuant to a rule promulgated under this subsection or s.
182.01 (4).
179.0124(2)(a)(a) Except as provided under par.
(c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:
179.0124(2)(a)8.
8. Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s.
179.0118 or
179.0120, $10.
179.0124(2)(a)10.
10. Amendment or restatement of certificate of limited partnership, $25.
179.0124(2)(a)11.
11. Articles of merger, conversion, interest exchange, or domestication, $150.
179.0124(2)(a)15.
15. Statement of withdrawal of foreign registration or application for transfer of foreign registration, $15.
179.0124(2)(b)
(b) In addition to the fees required under par.
(a) or permitted under sub.
(1), the department may collect the expedited service fee established under s.
182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter or for preparing in an expeditious manner a certificate of status under s.
179.0211.
179.0124(2)(c)
(c) The department may, by rule, specify a larger fee for filing records in paper format.
179.0124(3)
(3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.
179.0124(4)
(4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.
179.0124 History
History: 2021 a. 258.
formation; certificate of
LIMITED PARTNERSHIP
and other filings
179.0201
179.0201
Formation of limited partnership; certificate of limited partnership. 179.0201(1)(1)
To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.
179.0201(2)
(2) A certificate of limited partnership must state all of the following:
179.0201(2)(b)
(b) The street and mailing addresses of the partnership's principal office.
179.0201(2)(c)
(c) The street address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.
179.0201(2)(d)
(d) The name and street and mailing addresses of each general partner.
179.0201(2)(e)
(e) Whether the limited partnership is a limited liability limited partnership.
179.0201(3)
(3) A certificate of limited partnership may contain statements as to matters other than those required by sub.
(2), but may not vary or otherwise affect the provisions specified in s.
179.0105 (3) and
(4) in a manner inconsistent with that section.
179.0201(4)
(4) A limited partnership is formed when all of the following occur:
179.0201(4)(a)
(a) The certificate of limited partnership becomes effective.
179.0201 History
History: 2021 a. 258.
179.0202
179.0202
Amendment or restatement of certificate of limited partnership. 179.0202(1)(1)
A certificate of limited partnership may be amended or restated at any time.
179.0202(2)
(2) To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following:
179.0202(3)
(3) To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading.
179.0202(4)
(4) A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following:
179.0202(5)
(5) If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy:
179.0202(5)(b)
(b) If appropriate, deliver to the department for filing a statement of change under s.
179.0118 or a statement of correction under s.
179.0209.
179.0202 History
History: 2021 a. 258.
179.0203
179.0203
Signing of records to be delivered for filing to the department. 179.0203(1)(1)
A record delivered to the department for filing pursuant to this chapter must be signed as follows:
179.0203(1)(a)
(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
179.0203(1)(b)
(b) An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
179.0203(1)(c)
(c) An amendment to the certificate of limited partnership designating as general partner a person admitted under s.
179.0801 (1) (c) 2. following the dissociation of a limited partnership's last general partner must be signed by that person.
179.0203(1)(d)
(d) An amendment to the certificate of limited partnership required by s.
179.0802 (3) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person.
179.0203(1)(e)
(e) Any other amendment to the certificate of limited partnership must be signed by all of the following:
179.0203(1)(e)2.
2. Each other person designated in the amendment as a new general partner.
179.0203(1)(e)3.
3. Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies:
179.0203(1)(e)3.a.
a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states.
179.0203(1)(e)3.b.
b. The person has previously delivered to the department for filing a statement of dissociation.
179.0203(1)(f)
(f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
179.0203(1)(g)
(g) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s.
179.0802 (3) or
(4) to wind up the dissolved limited partnership's activities and affairs.
179.0203(1)(h)
(h) Any other record delivered by a limited partnership to the department for filing must be signed by at least one general partner listed in the certificate of limited partnership.
