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AB854,29,6
177.61 (15) Notwithstanding any provision of ss. 178.1141 to 178.1145, 179.76
2179.1141 to 179.1145, 180.1161, 181.1161 to 181.1165, and 183.1207 183.1041 to
3183.1045
, a business entity that converts to another business entity under s.
4178.1141, 179.76 179.1141, 180.1161, 181.1161, or 183.1207 183.1041 shall be
5subject to the provisions under this subchapter applicable to liquidations,
6reorganizations, and business entity formations.
AB854,14 7Section 14. 97.605 (4) (a) 1. of the statutes is amended to read:
AB854,29,98 97.605 (4) (a) 1. “Business entity" has the meaning given in s. 179.70 (1)
9180.1100 (1g).
AB854,15 10Section 15. 97.67 (2) (c) (intro.) of the statutes is amended to read:
AB854,29,1611 97.67 (2) (c) (intro.) A sole proprietorship that reorganizes as a business entity,
12as defined in s. 179.70 (1) 180.1100 (1g), or a business entity that reorganizes as a
13sole proprietorship or a different type of business entity may transfer a license issued
14under this section for a campground, camping resort, recreational or educational
15camp, or public swimming pool to the newly formed business entity or sole
16proprietorship if all of the following conditions are satisfied:
AB854,16 17Section 16 . 108.025 (1) (b) of the statutes is amended to read:
AB854,29,2118 108.025 (1) (b) An individual named as who is a member of a limited liability
19company that is treated as a corporation under this chapter in the records of the
20company required to be kept under s. 183.0405
as of the date of an election under this
21section.
AB854,17 22Section 17 . 139.34 (9) of the statutes is amended to read:
AB854,30,1323 139.34 (9) The applicant for a permit, if a nonresident, foreign corporation or
24foreign limited liability company, shall file proof that the applicant has appointed the
25department of financial institutions as agent for the service of process on any matter

1arising under ss. 139.30 to 139.44. A foreign corporation without a place of business
2in this state need not obtain a certificate of authority under ss. 180.1501 to 180.1505.
3If a foreign corporation has a certificate of authority under ss. 180.1501 to 180.1505,
4the foreign corporation satisfies this subsection by filing the address of its registered
5office in this state and the name and e-mail address of its registered agent at that
6office and by promptly filing any changes to this information. A foreign limited
7liability company without a place of business in this state need not obtain a
8certificate of registration under ss. 183.1002 to 183.1007 s. 183.0902. If a foreign
9limited liability company has a certificate of registration under ss. 183.1002 to
10183.1007
s. 183.0902, the foreign limited liability company satisfies this subsection
11by filing the address of its registered office in this state and the name and address,
12and e-mail address,
of its registered agent at that office in this state and by promptly
13filing any changes to this information.
AB854,18 14Section 18. 157.62 (1) (b) and (2) (b) 1., 2. and 7. of the statutes are amended
15to read:
AB854,30,1716 157.62 (1) (b) Paragraph (a) does not apply to any person required to file a
17report under s. 180.1622 or 181.1622 181.0214.
AB854,30,19 18(2) (b) 1. A copy of any report required under sub. (1) (a) or s. 180.1622 or
19181.1622 181.0214.
AB854,30,2120 2. If the cemetery authority is required to file a report under s. 180.1622 or
21181.1622 181.0214, the information specified in sub. (1) (a) 3.
AB854,30,2422 7. The information specified in sub. (1) (a), to the extent applicable, if the
23cemetery is not required to file a report under sub. (1) (a) or s. 180.1622 or 181.1622
24181.0214.
AB854,19 25Section 19 . 178.0102 (11) of the statutes is amended to read:
AB854,31,6
1178.0102 (11) “Partnership" or “domestic partnership" means an association
2of 2 or more persons, except to the extent provided in s. 178.0801 (6) or organized
3under another chapter
, to carry on as co-owners a business for profit whose
4governing law is the law of this state, and which is subject to this chapter, including
5an association that has become and is still subject to this chapter. The term includes
6a limited liability partnership.
AB854,20 7Section 20 . 178.0102 (14) of the statutes is amended to read:
AB854,31,148 178.0102 (14) “Person" means an individual, business corporation, nonprofit
9or nonstock corporation, partnership, limited partnership, limited liability company,
10general cooperative association, limited cooperative association, unincorporated
11nonprofit association, statutory trust, business trust, common-law business trust,
12estate, trust, association, joint venture, public corporation, government or
13governmental subdivision, agency, or instrumentality, or any other legal or
14commercial entity.
AB854,21 15Section 21 . 178.0103 (6) (d) of the statutes is created to read:
AB854,31,1716 178.0103 (6) (d) For notices from the department, upon successful
17transmission by e-mail as provided in this chapter.
AB854,22 18Section 22 . 178.0104 of the statutes is renumbered 178.0104 (1m).
AB854,23 19Section 23 . 178.0104 (2m) and (3m) of the statutes are created to read:
AB854,31,2220 178.0104 (2m) The fact that one or more of the partners of a partnership are,
21or are not, subject to tax on the income of the partnership shall have no effect on the
22application of the law of this state under sub. (1m).
AB854,32,2 23(3m) The partnership agreement may require, consistent with applicable
24jurisdictional requirements, that any or all claims involving the application of the

1law of this state under sub. (1m) shall be brought solely and exclusively in the courts
2of this state.
AB854,24 3Section 24 . 178.0105 (3) (b) of the statutes is repealed.
AB854,25 4Section 25 . 178.0105 (3) (d) of the statutes is amended to read:
AB854,32,95 178.0105 (3) (d) Unreasonably restrict the duties and rights under s. 178.0408,
6but the partnership agreement may impose reasonable restrictions on the
7availability and use of information obtained under that section and may define
8appropriate remedies, including liquidated damages and security, for a breach of any
9reasonable restriction on use.
AB854,26 10Section 26 . 178.0105 (3) (f) of the statutes is amended to read:
AB854,32,1511 178.0105 (3) (f) Eliminate, or restrict remedies for the breach of, the
12contractual obligation of good faith and fair dealing under s. 178.0409 (4), but the
13partnership agreement may prescribe the standards, if not manifestly unreasonable,
14prescribe the standards by which the performance of the obligation is to be measured
15or restrict remedies for breach of the obligation.
AB854,27 16Section 27 . 178.0105 (3) (h) (intro.) of the statutes is amended to read:
AB854,32,1817 178.0105 (3) (h) (intro.) Relieve or exonerate a person partner from liability for
18conduct that constitutes any of the following:
AB854,28 19Section 28 . 178.0105 (3) (n) of the statutes is amended to read:
AB854,32,2320 178.0105 (3) (n) Vary the right of a partner to approve a merger, interest
21exchange, conversion, or domestication under s. 178.1123 (1), 178.1133 (1), 178.1143
22(1), or 178.1153 (1), except by written provision in the partnership agreement that
23does not impair the rights of a the partner under s. 178.1161.
AB854,29 24Section 29 . 178.0105 (3) (np) of the statutes is created to read:
AB854,33,3
1178.0105 (3) (np) Impair the rights of a partner under s. 178.1161, except to
2require that the notice of acceptance under s. 178.1161 (2) be in a record or be given
3fewer than 60, but not fewer than 10, days of receipt of the offer.
AB854,30 4Section 30 . 178.0105 (4) (c) (intro.) of the statutes is amended to read:
AB854,33,65 178.0105 (4) (c) (intro.) Except as provided in sub. (3) (h), if If not manifestly
6unreasonable, the partnership agreement may do any of the following:
AB854,31 7Section 31 . 178.0110 (2) (b) of the statutes is amended to read:
AB854,33,188 178.0110 (2) (b) If a partnership elects, in a manner allowed by law for
9amending the partnership agreement, to continue to be subject to ch. 178, 2013
10stats., and files with the department a statement of nonapplicability to that effect
11prior to January 1, 2018, the partnership shall not be subject to this chapter, except
12for requirements relating to filing or obtaining copies of records with the department,
13receiving or responding to notices from the department, and complying with
14administrative rules promulgated under this chapter
. Thereafter, if the partnership
15elects, in such manner, to be subject to this chapter as of any subsequent date and
16files with the department a statement of applicability to that effect, this chapter
17applies to the partnership as of the date that the statement of applicability is
18effective under s. 178.0114.
AB854,32 19Section 32 . 178.0120 (1) of the statutes is amended to read:
AB854,33,2520 178.0120 (1) Subject to sub. (2) (a), the department may collect a fee for filing,
21or providing a certified copy of, a record under this chapter. Subject to sub. (2) (a),
22the
The department may also collect charge a fee in connection with any request
23under s. 178.0121
for providing a certified copy of any record, or for filing any record
24not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection
25or s. 182.01 (4)
.
AB854,33
1Section 33. 178.0120 (2) (a) of the statutes is repealed and recreated to read:
AB854,34,42 178.0120 (2) (a) Except as provided under par. (c), the department shall collect
3the following fees when the records described in this paragraph are delivered to the
4department for filing:
AB854,34,55 1. Annual report of a domestic limited liability partnership, $25.
AB854,34,66 2. Annual report of a foreign limited liability partnership, $65.
AB854,34,77 3. Articles of merger, conversion, interest exchange, or domestication, $150.
AB854,34,88 4. Domestic statement of qualification, $100.
AB854,34,99 5. Foreign registration statement, $100.
AB854,34,1010 6. Foreign transfer of registration, $50.
AB854,34,1111 7. Reinstatement after revocation, $100.
AB854,34,1212 8. Renewal application, $40.
AB854,34,1413 9. Statement of amendment, cancellation, change, correction, denial,
14dissociation, dissolution, renewal, rescission, termination, or withdrawal, $40.
AB854,34,1515 10. Statement of partnership authority, $100.
AB854,34,1716 11. Amendment or statement of withdrawal of foreign registration statement,
17$40.
AB854,34,1818 12. Written application for reserved name or renewal of reserved name, $15.
AB854,34,1919 13. Notice of transfer of reserved or registered name, $10.
AB854,34,2020 14. Application for registered name or renewal of registered name, $50.
AB854,34,2221 15. Domestic or foreign limited liability partnership's statement of change of
22registered office, $10.
AB854,35,223 16. Agent's statement of change of registered office, $10 for each affected
24domestic or foreign limited liability partnership, except if simultaneous filings are

1made, the fee is reduced to $1 for each affected domestic or foreign limited liability
2partnership in excess of 200.
AB854,35,33 17. Agent's statement of resignation, $10.
AB854,34 4Section 34 . 178.0120 (2) (b) of the statutes is repealed and recreated to read:
AB854,35,95 178.0120 (2) (b) In addition to the fees required under par. (a) or permitted
6under sub. (1), the department may collect the expedited service fee established
7under s. 182.01 (4) (d) for processing in an expeditious manner a record required or
8permitted to be filed with the department under this chapter or for preparing in an
9expeditious manner a certificate of status under s. 178.0121.
AB854,35 10Section 35 . 178.0121 (title) of the statutes is amended to read:
AB854,35,11 11178.0121 (title) Confirmation Certificate of status.
AB854,36 12Section 36 . 178.0121 (2) (a) of the statutes is amended to read:
AB854,35,1513 178.0121 (2) (a) The domestic limited liability partnership's partnership name
14or the foreign limited liability partnership's partnership name and fictitious name,
15if any, used in this state.
AB854,37 16Section 37 . 178.0121 (2) (b) 1. of the statutes is amended to read:
AB854,35,1917 178.0121 (2) (b) 1. The domestic limited liability partnership is a limited
18liability partnership under whose governing law is the laws law of this state, or the
19foreign limited liability partnership is authorized to transact business in this state.
AB854,38 20Section 38 . 178.0121 (2) (b) 2. of the statutes is amended to read:
AB854,35,2321 178.0121 (2) (b) 2. The domestic limited liability partnership or the foreign
22limited liability partnership has, during its most recently completed report year,
23filed with the department the an annual report required by s. 178.0913.
AB854,39 24Section 39 . 178.0121 (2) (b) 3. of the statutes is amended to read:
AB854,36,3
1178.0121 (2) (b) 3. The domestic limited liability partnership has not filed a
2cancellation of its statement of qualification and is not the subject of a proceeding
3under s. 178.09032 to revoke its statement of qualification
.
AB854,40 4Section 40 . 178.0121 (2) (b) 4. of the statutes is amended to read:
AB854,36,85 178.0121 (2) (b) 4. The foreign limited liability partnership has not filed a
6cancellation statement of withdrawal of its registration statement under s. 178.1011
7and is not the subject of a proceeding under s. 178.10102 to revoke, if not, the effective
8date of
its registration statement.
AB854,41 9Section 41 . 178.0121 (2) (c) of the statutes is amended to read:
AB854,36,1210 178.0121 (2) (c) The domestic limited liability partnership's effective date of its
11statement of qualification or the foreign limited liability partnership's effective date
12of its registration statement
and the period of its duration if less than perpetual.
AB854,42 13Section 42 . 178.0301 (1) of the statutes is amended to read:
AB854,36,2014 178.0301 (1) Each partner is an agent of the partnership for the purpose of its
15business. An act of a partner, including the signing of an instrument a record, in the
16partnership partnership's name, for apparently carrying on in the ordinary course
17the partnership partnership's business or business of the kind carried on by the
18partnership binds the partnership, unless the partner did not have authority to act
19for the partnership in the particular matter and the person with which the partner
20was dealing knew or had notice that the partner lacked authority.
AB854,43 21Section 43 . 178.0303 (1) (b) 2. of the statutes is amended to read:
AB854,36,2322 178.0303 (1) (b) 2. If the partnership is not a limited liability partnership, the
23street and, mailing, and e-mail addresses of its principal office.
AB854,44 24Section 44 . 178.0303 (1) (b) 3. of the statutes is amended to read:
AB854,37,3
1178.0303 (1) (b) 3. If the partnership is a limited liability partnership, the
2street address of its registered office in this state and the name and e-mail address
3of its registered agent at that office.
AB854,45 4Section 45 . 178.0303 (2) (b) of the statutes is amended to read:
AB854,37,65 178.0303 (2) (b) If the partnership is not a limited liability partnership, the
6street and, mailing, and e-mail addresses of the partnership's principal office.
AB854,46 7Section 46 . 178.0303 (2) (c) of the statutes is amended to read:
AB854,37,108 178.0303 (2) (c) If the partnership is a limited liability partnership, the street
9address of its registered office in this state and the name and e-mail address of its
10registered agent at that office.
AB854,47 11Section 47 . 178.0303 (2m) (a) 2. of the statutes is amended to read:
AB854,37,1312 178.0303 (2m) (a) 2. If the partnership is not a limited liability partnership,
13the street and, mailing, and e-mail addresses of the partnership's principal office.
AB854,48 14Section 48 . 178.0303 (2m) (a) 3. of the statutes is amended to read:
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