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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.
AB854,89,44 (b) The text of the amendment.
AB854,89,6 5(3) To restate its certificate of limited partnership, a limited partnership must
6deliver to the department for filing a restatement, designated as such in its heading.
AB854,89,8 7(4) A limited partnership shall promptly deliver to the department for filing
8an amendment to a certificate of limited partnership to reflect any of the following:
AB854,89,99 (a) The admission of a new general partner.
AB854,89,1010 (b) The dissociation of a person as a general partner.
AB854,89,1211 (c) The appointment of a person to wind up the limited partnership's activities
12and affairs under s. 179.0802 (3) or (4).
AB854,89,16 13(5) If a general partner knows or has notice that any information in a filed
14certificate of limited partnership was inaccurate when the certificate was filed or has
15become inaccurate due to changed circumstances, the general partner shall
16promptly do one of the following to correct the inaccuracy:
AB854,89,1717 (a) Cause the certificate to be amended.
AB854,89,1918 (b) If appropriate, deliver to the department for filing a statement of change
19under s. 179.0118 or a statement of correction under s. 179.0209.
AB854,89,22 20179.0203 Signing of records to be delivered for filing to the
21department.
(1) A record delivered to the department for filing pursuant to this
22chapter must be signed as follows:
AB854,89,2423 (a) An initial certificate of limited partnership must be signed by all general
24partners listed in the certificate.
AB854,90,3
1(b) An amendment to the certificate of limited partnership deleting a statement
2that the limited partnership is a limited liability limited partnership must be signed
3by all general partners listed in the certificate.
AB854,90,74 (c) An amendment to the certificate of limited partnership designating as
5general partner a person admitted under s. 179.0801 (1) (c) 2. following the
6dissociation of a limited partnership's last general partner must be signed by that
7person.
AB854,90,108 (d) An amendment to the certificate of limited partnership required by s.
9179.0802 (3) following the appointment of a person to wind up the dissolved limited
10partnership's activities and affairs must be signed by that person.
AB854,90,1211 (e) Any other amendment to the certificate of limited partnership must be
12signed by all of the following:
AB854,90,1313 1. At least one general partner listed in the certificate.
AB854,90,1414 2. Each other person designated in the amendment as a new general partner.
AB854,90,1615 3. Each person that the amendment indicates has dissociated as a general
16partner, unless any of the following applies:
AB854,90,1817 a. The person is deceased or a guardian or general conservator has been
18appointed for the person and the amendment so states.
AB854,90,2019 b. The person has previously delivered to the department for filing a statement
20of dissociation.
AB854,90,2421 (f) A restated certificate of limited partnership must be signed by at least one
22general partner listed in the certificate, and, to the extent the restated certificate
23effects a change under any other paragraph of this subsection, the certificate must
24be signed in a manner that satisfies that paragraph.
AB854,91,5
1(g) A statement of termination must be signed by all general partners listed in
2the certificate of limited partnership or, if the certificate of a dissolved limited
3partnership lists no general partners, by the person appointed pursuant to s.
4179.0802 (3) or (4) to wind up the dissolved limited partnership's activities and
5affairs.
AB854,91,86 (h) Any other record delivered by a limited partnership to the department for
7filing must be signed by at least one general partner listed in the certificate of limited
8partnership.
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