This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB854,80,16 14(5) A foreign limited partnership whose name registration is effective may
15register as a foreign limited partnership under the registered name or consent in a
16signed record to the use of that name by another person that is not an individual.
AB854,80,21 17179.0117 Registered agent and registered office. (1) Each limited
18partnership and each registered foreign limited partnership shall designate and
19maintain a registered agent and registered office in this state. The designation of
20a registered agent is an affirmation of fact by the limited partnership or registered
21foreign limited partnership that the agent has consented to serve.
AB854,81,2 22(1m) The registered office of a limited partnership or registered foreign limited
23partnership may, but need not, be the same as any of the partnership's places of
24business or activity. The registered office must be an actual physical location with
25a street address and not solely a post office box, mailbox service, or telephone

1answering service. The registered agent of a limited partnership or registered
2foreign limited partnership shall be any of the following:
AB854,81,43 (a) A natural person who resides in this state and whose business office is
4identical with the registered office.
AB854,81,75 (b) A domestic corporation, nonstock corporation, limited liability company,
6limited partnership, or limited liability partnership whose business office is
7identical with the registered office.
AB854,81,118 (c) A foreign corporation, nonstock corporation, limited liability company,
9limited partnership, or registered limited liability partnership if that entity is
10authorized to transact business in this state and the entity's business office is
11identical with the registered office.
AB854,81,14 12(2) A registered agent for a limited partnership or registered foreign limited
13partnership must have an e-mail address and a place of business or activity in this
14state.
AB854,81,16 15(3) The only duties under this chapter of a registered agent that has complied
16with this chapter are the following:
AB854,81,2017 (a) To forward to the limited partnership or registered foreign limited
18partnership at the address most recently supplied to the agent by the partnership
19or foreign partnership any process, notice, or demand pertaining to the partnership
20or foreign partnership which is served on or received by the agent.
AB854,81,2321 (b) If the registered agent resigns, to provide the notice required by s. 179.0119
22(3) to the partnership or foreign partnership at the address most recently supplied
23to the agent by the partnership or foreign partnership.
AB854,81,2524 (c) To keep current the information with respect to the agent in the certificate
25of limited partnership or foreign registration statement.
AB854,82,5
1179.0118 Change of registered agent or registered office by limited
2partnership.
(1) A limited partnership or registered foreign limited partnership
3may change its registered agent or registered office as provided in s. 179.0212 (5) or
4by delivering to the department for filing a statement of change that states all of the
5following:
AB854,82,66 (a) The name of the partnership or foreign partnership.
AB854,82,87 (b) The information that is to be in effect as a result of the filing of the statement
8of change.
AB854,82,10 9(2) The general or limited partners of a limited partnership need not approve
10the filing of any of the following:
AB854,82,1111 (a) A statement of change under this section.
AB854,82,1312 (b) A similar filing changing the registered agent or registered office, if any, of
13the partnership in any other jurisdiction.
AB854,82,16 14(3) A statement of change under this section designating a new registered
15agent is an affirmation of fact by the limited partnership or registered foreign limited
16partnership that the agent has consented to serve.
AB854,82,18 17(4) As an alternative to using the procedure in this section, a limited
18partnership may amend its certificate of limited partnership.
AB854,82,22 19179.0119 Resignation of registered agent. (1) A registered agent may
20resign as agent for a limited partnership or registered foreign limited partnership
21by delivering to the department for filing a statement of resignation that states all
22of the following:
AB854,82,2323 (a) The name of the partnership or foreign partnership.
AB854,82,2424 (b) The name of the agent.
AB854,83,2
1(c) That the agent resigns from serving as registered agent for the partnership
2or foreign partnership.
AB854,83,43 (d) The address of the partnership or foreign partnership to which the agent
4will send the notice required by sub. (3).
AB854,83,6 5(2) The resignation under sub. (1) is effective and, if applicable, the registered
6office is discontinued on the earlier of the following:
AB854,83,87 (a) Sixty days after the department receives the statement of resignation for
8filing.
AB854,83,109 (b) The date on which the appointment of a successor registered agent is
10effective.
AB854,83,13 11(3) A registered agent promptly shall furnish to the limited partnership or
12registered foreign limited partnership notice in a record of the date on which a
13statement of resignation was filed.
AB854,83,19 14(4) When a statement of resignation takes effect, the registered agent ceases
15to have responsibility under this chapter for any matter thereafter tendered to it as
16agent for the limited partnership or registered foreign limited partnership. The
17resignation does not affect any contractual rights the partnership or foreign
18partnership has against the agent or that the agent has against the partnership or
19foreign partnership.
AB854,83,22 20(5) A registered agent may resign with respect to a limited partnership or
21registered foreign limited partnership whether or not the partnership or foreign
22partnership is in good standing.
AB854,84,6 23179.0120 Change of name or address by registered agent. (1) If the name
24or e-mail address of a registered agent changes or if the street address of a registered
25agent's office changes, the registered agent may change the name or e-mail address

1of the registered agent or street address of the registered office of any limited
2partnership or foreign limited partnership for which he, she, or it is the registered
3agent. To make the change under this subsection, the registered agent shall notify
4the partnership or foreign partnership in writing of the change and deliver to the
5department for filing a statement of change that recites that the partnership or
6foreign partnership has been notified of the change and states all of the following:
AB854,84,87 (a) The name of the partnership or foreign partnership represented by the
8registered agent.
AB854,84,109 (b) The name, e-mail address, and street address of the agent as currently
10shown in the records of the department for the partnership or foreign partnership.
AB854,84,1111 (c) Any new name, new e-mail address, or new street address of the agent.
AB854,84,14 12(2) A registered agent promptly shall furnish notice to the represented limited
13partnership or registered foreign limited partnership of the filing by the department
14of the statement of change and the changes made by the statement.
AB854,84,20 15179.0121 Service of process, notice, or demand. (1) A limited partnership
16or registered foreign limited partnership may be served with any process, notice, or
17demand required or permitted by law by serving its registered agent. The
18department may serve any written notice required or authorized under this chapter
19by e-mailing it to the registered agent's e-mail address on file with the department,
20and such notice shall be effective as provided in s. 179.0103 (7m).
AB854,85,2 21(2) Except as provided in sub. (3), if a limited partnership or registered foreign
22limited partnership has no registered agent, or its registered agent cannot with
23reasonable diligence be served, the partnership or foreign partnership may be served
24by registered or certified mail, return receipt requested, or by similar commercial
25delivery service, addressed to the partnership or foreign partnership at its principal

1office, as shown on the records of the department on the date of sending. Service is
2perfected under this subsection at the earliest of the following:
AB854,85,43 (a) The date the partnership or foreign partnership receives the mail or
4delivery by the commercial delivery service.
AB854,85,65 (b) The date shown on the return receipt, if signed on the behalf of the
6partnership or foreign partnership.
AB854,85,87 (c) Five days after it is deposited in the U.S. mail, or with the commercial
8delivery service, if correctly addressed and with sufficient postage or payment.
AB854,85,18 9(3) If process, notice, or demand in an action cannot be served on a limited
10partnership or registered foreign limited partnership pursuant to sub. (1) or (2),
11service may be made by handing a copy to the individual in charge of any regular
12place of business or activity of the partnership or foreign partnership if the
13individual served is not a plaintiff in the action. If the address of the partnership's
14or foreign partnership's principal office cannot be determined from the records of the
15department, the partnership or foreign partnership may be served by publishing a
16class 3 notice, under ch. 985, in the community where the partnership's or foreign
17partnership's principal office or registered office, as most recently designated in the
18records of the department, is located.
AB854,85,20 19(4) Service of process, notice, or demand on a registered agent must be in a
20written record.
AB854,85,22 21(5) Service of process, notice, or demand may be made by other means under
22law other than this chapter.
AB854,85,25 23179.0122 Delivery of record. (1) Except as otherwise provided in this
24chapter, permissible means of delivery of a record include delivery by hand, mail,
25conventional commercial practice, and electronic transmission.
AB854,86,2
1(2) Delivery to the department is effective only when a record is received by the
2department.
AB854,86,7 3179.0124 Filing fees; certified copies. (1) Subject to sub. (2) (a), the
4department may collect a fee for filing, or providing a certified copy of, a record under
5this chapter. The department may charge a fee for providing a certified copy of any
6record, or for filing any record not identified in sub. (2) (a), pursuant to a rule
7promulgated under this subsection or s. 182.01 (4).
AB854,86,10 8(2) (a) Except as provided under par. (c), the department shall collect the
9following fees when the records described in this paragraph are delivered to the
10department for filing:
AB854,86,1111 1. Certificate of limited partnership, $70.
AB854,86,1212 2. Application for use of indistinguishable name, $10.
AB854,86,1313 3. Application for reserved name, $10.
AB854,86,1414 4. Application for renewal of reserved name, $10.
AB854,86,1515 5. Notice of transfer of reserved name, $10.
AB854,86,1616 6. Application for registered name, $50.
AB854,86,1717 7. Application for renewal of registered name, $50.
AB854,86,1918 8. Statement of change of registered agent or registered office or registered
19agent's name, e-mail address, or street address under s. 179.0118 or 179.0120, $10.
AB854,86,2020 9. Statement of resignation of registered agent, $10.
AB854,86,2121 10. Amendment or restatement of certificate of limited partnership, $25.
AB854,86,2222 11. Articles of merger, conversion, interest exchange, or domestication, $150.
AB854,86,2323 12. Statement of dissolution or statement of termination, $10.
AB854,86,2424 13. Foreign registration statement, $75.
AB854,86,2525 14. Amendment of foreign registration statement, $15.
AB854,87,2
115. Statement of withdrawal of foreign registration or application for transfer
2of foreign registration, $15.
AB854,87,33 16. Statement of correction, $15.
AB854,87,44 17. Annual report of a domestic limited partnership, $25.
AB854,87,55 18. Annual report of a foreign limited partnership, $65.
AB854,87,66 19. Statement of negation under s. 179.0306 (1) (b), $10.
AB854,87,87 20. Statement of partnership authority under s. 179.04023 or statement of
8denial under s. 179.04025, $10.
AB854,87,139 (b) In addition to the fees required under par. (a) or permitted under sub. (1),
10the department may collect the expedited service fee established under s. 182.01 (4)
11(d) for processing in an expeditious manner a record required or permitted to be filed
12with the department under this chapter or for preparing in an expeditious manner
13a certificate of status under s. 179.0211.
AB854,87,1514 (c) The department may, by rule, specify a larger fee for filing records in paper
15format.
AB854,87,17 16(3) A certified copy of a record filed by the department is conclusive evidence
17that the original record is on file with the department.
AB854,87,22 18(4) A person may not sign a document with intent that it be delivered to the
19department for filing, or deliver a document or cause a document to be delivered to
20the department for filing, if the person knows that the document is false in any
21material respect at the time of its delivery. Whoever violates this subsection is guilty
22of a Class I felony.
AB854,87,2323 subchapter II
AB854,88,3
1formation; certificate of
2 LIMITED PARTNERSHIP
3 and other filings
AB854,88,6 4179.0201 Formation of limited partnership; certificate of limited
5partnership.
(1) To form a limited partnership, a person must deliver a certificate
6of limited partnership to the department for filing.
AB854,88,7 7(2) A certificate of limited partnership must state all of the following:
AB854,88,88 (a) The name of the limited partnership, which name satisfies s. 179.0114.
AB854,88,99 (b) The street and mailing addresses of the partnership's principal office.
AB854,88,1110 (c) The street address of the partnership's registered office in this state and the
11name and e-mail address of its registered agent at that office.
AB854,88,1212 (d) The name and street and mailing addresses of each general partner.
AB854,88,1313 (e) Whether the limited partnership is a limited liability limited partnership.
AB854,88,17 14(3) A certificate of limited partnership may contain statements as to matters
15other than those required by sub. (2), but may not vary or otherwise affect the
16provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that
17section.
AB854,88,18 18(4) A limited partnership is formed when all of the following occur:
AB854,88,1919 (a) The certificate of limited partnership becomes effective.
AB854,88,2020 (b) At least 2 persons have become partners.
AB854,88,2121 (c) At least one person has become a general partner.
AB854,88,2222 (d) At least one person has become a limited partner.
AB854,88,25 23179.0202 Amendment or restatement of certificate of limited
24partnership.
(1) A certificate of limited partnership may be amended or restated
25at any time.
AB854,89,2
1(2) To amend its certificate of limited partnership, a limited partnership must
2deliver to the department for filing an amendment stating all of the following:
AB854,89,33 (a) The name of the partnership.
Loading...
Loading...