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  Date of enactment: March 30, 2016
2015 Assembly Bill 837   Date of publication*: March 31, 2016
* Section 991.11, Wisconsin Statutes: Effective date of acts. "Every act and every portion of an act enacted by the legislature over the governor's partial veto which does not expressly prescribe the time when it takes effect shall take effect on the day after its date of publication."
2015 WISCONSIN ACT 295
An Act to repeal 73.14, 179.76 (5) (bm), 179.76 (5m), 179.77 (5) (bm), 179.77 (5r), 180.1161 (5) (bm), 181.1105 (1m), 181.1161 (5) (bm), 182.01 (7), 183.1204 (1) (cm) and 183.1207 (5) (bm); to renumber 179.10; to renumber and amend 179.04 (1) (b) and 179.82 (4); to amend 13.69 (1), 70.21 (2), 71.80 (21), 71.80 (22), 73.03 (58) (a) and (b), 77.21 (1e), 77.25 (6), 77.25 (6d), 77.25 (6m), 77.61 (15), 108.02 (20r), 179.065 (2), 179.70 (2) and (3), 180.0121 (1) (a) 4., 180.0121 (2), 180.0501 (2), 180.1100 (2) and (3), 180.1507 (2), 181.0121 (1) (a) 4., 181.0121 (2), 181.0501 (2), 181.1100 (2) and (3), 181.1507 (2), 182.01 (3) (intro.), 183.0105 (1) (b), 183.0109 (1) (a) 5., 183.0109 (2), 183.1200 (2) and (3), 244.49 (9), 766.01 (9) (d) and 815.18 (13) (e); to repeal and recreate chapter 178; and to create 71.80 (21m), 71.80 (22m), 73.03 (58) (c) and (d), 77.25 (6q), 77.25 (6t) and 179.10 (2) of the statutes; relating to: adopting revisions to the state's uniform partnership law, providing an exemption from emergency rule procedures, granting rule-making authority, and providing a criminal penalty.
The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:
295,1 Section 1. 13.69 (1) of the statutes is amended to read:
13.69 (1) Except as provided in sub. (2m), any principal violating ss. 13.61 to 13.68 or a rule of the board promulgated under those sections may be required to forfeit not more than $5,000. In the case of a partnership other than a foreign or domestic limited liability partnership, each of the partners is jointly and severally liable for any forfeiture imposed under this subsection.
295,2 Section 2. 70.21 (2) of the statutes is amended to read:
70.21 (2) The personal property of a limited liability partnership shall be assessed in the name of the partnership, and each partner shall be liable for the taxes levied thereon only to the extent permitted under s. 178.12 178.0306.
295,3 Section 3. 71.80 (21) of the statutes is amended to read:
71.80 (21) Business entity conversion. Notwithstanding any provision of ss. 178.1141 to 178.1145, 179.76, 180.1161, 181.1161, and 183.1207, the conversion of a business entity to another form of business entity under s. 178.1141, 179.76, 180.1161, 181.1161, or 183.1207 shall be treated for state tax purposes in the same manner as the conversion is treated for federal tax purposes.
295,4 Section 4. 71.80 (21m) of the statutes is created to read:
71.80 (21m) Business entity interest exchange. Notwithstanding any provision of ss. 178.1131 to 178.1135, an interest exchange under s. 178.1131 shall be treated for state tax purposes in the same manner as the interest exchange is treated for federal tax purposes.
295,5 Section 5. 71.80 (22) of the statutes is amended to read:
71.80 (22) Business entity merger. Notwithstanding any provision of ss. 178.1121 to 178.1125, 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, the merger of a business entity with one or more business entities under s. 178.1121, 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 shall be treated for state tax purposes in the same manner as the merger is treated for federal tax purposes.
295,6 Section 6. 71.80 (22m) of the statutes is created to read:
71.80 (22m) Business entity domestication. Notwithstanding any provision of ss. 178.1151 to 178.1155, a domestication under s. 178.1151 shall be treated for state tax purposes in the same manner as the domestication is treated for federal tax purposes.
295,7 Section 7. 73.03 (58) (a) and (b) of the statutes are amended to read:
73.03 (58) (a) Notwithstanding any provision of ss. 178.1141 to 178.1145, 179.76, 180.1161, 181.1161, and 183.1207, to treat, for state tax purposes, the conversion of a business entity to another form of business entity under s. 178.1141, 179.76, 180.1161, 181.1161, or 183.1207 in the same manner as the conversion is treated for federal tax purposes.
(b) Notwithstanding any provision of ss. 178.1121 to 178.1125, 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, to treat, for state tax purposes, the merger of a business entity with one or more business entities under s. 178.1121, 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 in the same manner as the merger is treated for federal tax purposes.
295,8 Section 8. 73.03 (58) (c) and (d) of the statutes are created to read:
73.03 (58) (c) Notwithstanding any provision of ss. 178.1131 to 178.1135, to treat, for state tax purposes, an interest exchange under s. 178.1131 in the same manner as the interest exchange is treated for federal tax purposes.
(d) Notwithstanding any provision of ss. 178.1151 to 178.1155, to treat, for state tax purposes, a domestication under s. 178.1151 in the same manner as the domestication is treated for federal tax purposes.
295,9 Section 9. 73.14 of the statutes is repealed.
295,10 Section 10. 77.21 (1e) of the statutes is amended to read:
77.21 (1e) "Mergers of corporations entities" means the merger or combination of 2 or more corporations, nonstock corporations, limited liability companies, or limited partnerships, or other entities, or any combination thereof, under a plan of merger or a plan of consolidation permitted by the laws that govern the entities.
295,11 Section 11. 77.25 (6) of the statutes is amended to read:
77.25 (6) Pursuant to mergers of corporations entities.
295,12 Section 12. 77.25 (6d) of the statutes is amended to read:
77.25 (6d) Pursuant to partnerships registering as limited liability partnerships filing or cancelling a statement of qualification under s. 178.40 178.0901 or a corresponding statement under the law of another jurisdiction.
295,13 Section 13. 77.25 (6m) of the statutes is amended to read:
77.25 (6m) Pursuant to the conversion of a business entity to another form of business entity under s. 178.1141, 179.76, 180.1161, 181.1161, or 183.1207, if, after the conversion, the ownership interests in the new entity are identical with the ownership interests in the original entity immediately preceding the conversion.
295,14 Section 14. 77.25 (6q) of the statutes is created to read:
77.25 (6q) Pursuant to an interest exchange under s. 178.1131.
295,15 Section 15. 77.25 (6t) of the statutes is created to read:
77.25 (6t) Pursuant to a domestication under s. 178.1151.
295,16 Section 16. 77.61 (15) of the statutes is amended to read:
77.61 (15) Notwithstanding any provision of ss. 178.1141 to 178.1145, 179.76, 180.1161, 181.1161, and 183.1207, a business entity that converts to another business entity under s. 178.1141, 179.76, 180.1161, 181.1161, or 183.1207 shall be subject to the provisions under this subchapter applicable to liquidations, reorganizations, and business entity formations.
295,17 Section 17. 108.02 (20r) of the statutes is amended to read:
108.02 (20r) Partnership. "Partnership" has the meaning given in s. 178.03 178.0102 (11).
295,18 Section 18. Chapter 178 of the statutes is repealed and recreated to read:
CHAPTER 178
UNIFORM PARTNERSHIP LAW
subchapter I
general provisions
178.0101 Short title. This chapter may be cited as the "Wisconsin Uniform Partnership Law."
178.0102 Definitions. In this chapter:
(1) "Business" includes every trade, occupation, and profession.
(2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in s. 178.0403 which is provided by a person to a partnership to become a partner or in the person's capacity as a partner.
(3) "Debtor in bankruptcy" means a person that is the subject of any of the following:
(a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.
(b) A comparable order under federal, state, or foreign law governing insolvency.
(3m) "Department" means the department of financial institutions.
(4) (a) Except as provided in par. (b), "distribution" means a transfer of money or other property from a partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term includes all of the following:
1. A redemption or other purchase by a partnership of a transferable interest.
2. A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's business or have access to records or other information concerning the partnership's business.
(b) "Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.
(4c) "Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.
(4j) "Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(4p) "Entity" means a person other than an individual.
(4t) "Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.
(5) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to s. 178.0306 (3).
(6) "Foreign partnership" means an association that would be a partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability partnership.
(6g) "General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.
(6m) "Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 178.0104 or the corresponding applicable law with respect to entities other than domestic partnerships.
(7) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(8m) "Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.
(9) "Limited liability partnership," except in the phrase "foreign limited liability partnership," or "domestic limited liability partnership" means a partnership that has filed a statement of qualification under s. 178.0901 and does not have a similar statement in effect in any other jurisdiction.
(10) "Partner" means a person that satisfies all of the following:
(a) The person has become a partner in a partnership under s. 178.0402 or was a partner in a partnership when the partnership became subject to this chapter.
(b) The person has not dissociated as a partner under s. 178.0601.
(11) "Partnership" or "domestic partnership" means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6), to carry on as co-owners a business for profit whose governing law is the law of this state, and which is subject to this chapter, including an association that has become and is still subject to this chapter. The term includes a limited liability partnership.
(12) "Partnership agreement" means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in s. 178.0105 (1). The term includes the agreement as amended or restated.
(13) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(14) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(15) "Principal office" means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state.
(16) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(17) "Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(18) "Registered agent" means an agent of a limited liability partnership or foreign limited liability partnership that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.
(19) "Registered foreign limited liability partnership" means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the department.
(20) "Sign" means, with present intent to authenticate or adopt a record, any of the following:
(a) To execute or adopt a tangible symbol.
(b) To attach to or logically associate with the record an electronic symbol, sound, or process.
(21) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(22) "Transfer" includes all of the following:
(a) An assignment.
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