SB810: Bill Text

SB810,28,2 (b) Notwithstanding any provision of ss. 178.1121 to 178.1125, 179.77 179.1121 to 179.1125, 180.1101, 180.1104 180.11012, 180.11031 to 180.1106, 181.1101, 181.1104 to 181.11055, and 183.1201 183.1021 to 183.1025, to treat, for state tax purposes, the merger of a business entity with one or more business entities under s. 178.1121, 179.77 179.1121, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 183.1021 in the same manner as the merger is treated for federal tax purposes.

SB810,28,7 (c) Notwithstanding any provision of ss. 178.1131 to 178.1135, 179.1131 to 179.1135, 180.1102, 180.11021, 180.11032, 180.1105, 180.1106, 181.1131 to 181.1135, and 183.1031 to 183.1035, to treat, for state tax purposes, an interest exchange under s. 178.1131, 179.1131, 180.1102, 181.1131, or 183.1031 in the same manner as the interest exchange is treated for federal tax purposes.

SB810,28,12 (d) Notwithstanding any provision of ss. 178.1151 to 178.1155, 179.1151 to 179.1155, 180.1171 to 180.1175, 181.1171 to 181.1175, and 183.1051 to 183.1055, to treat, for state tax purposes, a domestication under s. 178.1151 , 179.1151, 180.1171, 181.1171, or 183.1051 in the same manner as the domestication is treated for federal tax purposes.

SB810,10 Section 10 . 77.25 (6m) of the statutes is amended to read:

SB810,28,18 77.25 (6m) Pursuant to the conversion of a business entity to another form of business entity under s. 178.1141, 179.76 179.1141, 180.1161, 181.1161, or 183.1207 183.1041, 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.

SB810,11 Section 11 . 77.25 (6q) of the statutes is amended to read:

SB810,28,21 77.25 (6q) Pursuant to an interest exchange under s. 178.1131, 179.1131, 180.1102, 181.1131, or 183.1031.

SB810,12 Section 12 . 77.25 (6t) of the statutes is amended to read:

SB810,28,24 77.25 (6t) Pursuant to a domestication under s. 178.1151, 179.1151, 180.1171, 181.1171, or 183.1051.

SB810,13 Section 13 . 77.61 (15) of the statutes is amended to read:

SB810,29,6 77.61 (15) Notwithstanding any provision of ss. 178.1141 to 178.1145, 179.76 179.1141 to 179.1145, 180.1161, 181.1161 to 181.1165, and 183.1207 183.1041 to 183.1045, a business entity that converts to another business entity under s. 178.1141, 179.76 179.1141, 180.1161, 181.1161, or 183.1207 183.1041 shall be subject to the provisions under this subchapter applicable to liquidations, reorganizations, and business entity formations.

SB810,14 Section 14. 97.605 (4) (a) 1. of the statutes is amended to read:

SB810,29,9 97.605 (4) (a) 1. “Business entity" has the meaning given in s. 179.70 (1) 180.1100 (1g).

SB810,15 Section 15. 97.67 (2) (c) (intro.) of the statutes is amended to read:

SB810,29,16 97.67 (2) (c) (intro.) A sole proprietorship that reorganizes as a business entity, as defined in s. 179.70 (1) 180.1100 (1g), or a business entity that reorganizes as a sole proprietorship or a different type of business entity may transfer a license issued under this section for a campground, camping resort, recreational or educational camp, or public swimming pool to the newly formed business entity or sole proprietorship if all of the following conditions are satisfied:

SB810,16 Section 16 . 108.025 (1) (b) of the statutes is amended to read:

SB810,29,21 108.025 (1) (b) An individual named as who is a member of a limited liability company that is treated as a corporation under this chapter in the records of the company required to be kept under s. 183.0405 as of the date of an election under this section.

SB810,17 Section 17 . 139.34 (9) of the statutes is amended to read:

SB810,30,13 139.34 (9) The applicant for a permit, if a nonresident, foreign corporation or foreign limited liability company, shall file proof that the applicant has appointed the department of financial institutions as agent for the service of process on any matter arising under ss. 139.30 to 139.44. A foreign corporation without a place of business in this state need not obtain a certificate of authority under ss. 180.1501 to 180.1505. If a foreign corporation has a certificate of authority under ss. 180.1501 to 180.1505, the foreign corporation satisfies this subsection by filing the address of its registered office in this state and the name and e-mail address of its registered agent at that office and by promptly filing any changes to this information. A foreign limited liability company without a place of business in this state need not obtain a certificate of registration under ss. 183.1002 to 183.1007 s. 183.0902. If a foreign limited liability company has a certificate of registration under ss. 183.1002 to 183.1007 s. 183.0902, the foreign limited liability company satisfies this subsection by filing the address of its registered office in this state and the name and address, and e-mail address, of its registered agent at that office in this state and by promptly filing any changes to this information.

SB810,18 Section 18. 157.62 (1) (b) and (2) (b) 1., 2. and 7. of the statutes are amended to read:

SB810,30,17 157.62 (1) (b) Paragraph (a) does not apply to any person required to file a report under s. 180.1622 or 181.1622 181.0214.

SB810,30,19 (2) (b) 1. A copy of any report required under sub. (1) (a) or s. 180.1622 or 181.1622 181.0214.

SB810,30,21 2. If the cemetery authority is required to file a report under s. 180.1622 or 181.1622 181.0214, the information specified in sub. (1) (a) 3.

SB810,30,24 7. The information specified in sub. (1) (a), to the extent applicable, if the cemetery is not required to file a report under sub. (1) (a) or s. 180.1622 or 181.1622 181.0214.

SB810,19 Section 19 . 178.0102 (11) of the statutes is amended to read:

SB810,31,6 178.0102 (11) “Partnership" or “domestic partnership" means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6) or organized under another chapter, 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.

SB810,20 Section 20 . 178.0102 (14) of the statutes is amended to read:

SB810,31,14 178.0102 (14) “Person" means an individual, business corporation, nonprofit or nonstock 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.

SB810,21 Section 21 . 178.0103 (6) (d) of the statutes is created to read:

SB810,31,17 178.0103 (6) (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

SB810,22 Section 22 . 178.0104 of the statutes is renumbered 178.0104 (1m).

SB810,23 Section 23 . 178.0104 (2m) and (3m) of the statutes are created to read:

SB810,31,22 178.0104 (2m) The fact that one or more of the partners of a partnership are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1m).

SB810,32,2 (3m) The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1m) shall be brought solely and exclusively in the courts of this state.

SB810,24 Section 24 . 178.0105 (3) (b) of the statutes is repealed.

SB810,25 Section 25 . 178.0105 (3) (d) of the statutes is amended to read:

SB810,32,9 178.0105 (3) (d) Unreasonably restrict the duties and rights under s. 178.0408, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages and security, for a breach of any reasonable restriction on use.

SB810,26 Section 26 . 178.0105 (3) (f) of the statutes is amended to read:

SB810,32,15 178.0105 (3) (f) Eliminate, or restrict remedies for the breach of, the contractual obligation of good faith and fair dealing under s. 178.0409 (4), but the partnership agreement may prescribe the standards, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation.

SB810,27 Section 27 . 178.0105 (3) (h) (intro.) of the statutes is amended to read:

SB810,32,18 178.0105 (3) (h) (intro.) Relieve or exonerate a person partner from liability for conduct that constitutes any of the following:

SB810,28 Section 28 . 178.0105 (3) (n) of the statutes is amended to read:

SB810,32,23 178.0105 (3) (n) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 178.1123 (1), 178.1133 (1), 178.1143 (1), or 178.1153 (1), except by written provision in the partnership agreement that does not impair the rights of a the partner under s. 178.1161.

SB810,29 Section 29 . 178.0105 (3) (np) of the statutes is created to read:

SB810,33,3 178.0105 (3) (np) Impair the rights of a partner under s. 178.1161, except to require that the notice of acceptance under s. 178.1161 (2) be in a record or be given fewer than 60, but not fewer than 10, days of receipt of the offer.

SB810,30 Section 30 . 178.0105 (4) (c) (intro.) of the statutes is amended to read:

SB810,33,6 178.0105 (4) (c) (intro.) Except as provided in sub. (3) (h), if If not manifestly unreasonable, the partnership agreement may do any of the following:

SB810,31 Section 31 . 178.0110 (2) (b) of the statutes is amended to read:

SB810,33,18 178.0110 (2) (b) If a partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 178, 2013 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2018, the partnership shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.

SB810,32 Section 32 . 178.0120 (1) of the statutes is amended to read:

SB810,33,25 178.0120 (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. Subject to sub. (2) (a), the The department may also collect charge a fee in connection with any request under s. 178.0121 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).

SB810,33 Section 33. 178.0120 (2) (a) of the statutes is repealed and recreated to read:

SB810,34,4 178.0120 (2) (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:

SB810,34,5 1. Annual report of a domestic limited liability partnership, $25.

SB810,34,6 2. Annual report of a foreign limited liability partnership, $65.

SB810,34,7 3. Articles of merger, conversion, interest exchange, or domestication, $150.

SB810,34,8 4. Domestic statement of qualification, $100.

SB810,34,9 5. Foreign registration statement, $100.

SB810,34,10 6. Foreign transfer of registration, $50.

SB810,34,11 7. Reinstatement after revocation, $100.

SB810,34,12 8. Renewal application, $40.

SB810,34,14 9. Statement of amendment, cancellation, change, correction, denial, dissociation, dissolution, renewal, rescission, termination, or withdrawal, $40.

SB810,34,15 10. Statement of partnership authority, $100.

SB810,34,17 11. Amendment or statement of withdrawal of foreign registration statement, $40.

SB810,34,18 12. Written application for reserved name or renewal of reserved name, $15.

SB810,34,19 13. Notice of transfer of reserved or registered name, $10.

SB810,34,20 14. Application for registered name or renewal of registered name, $50.

SB810,34,22 15. Domestic or foreign limited liability partnership's statement of change of registered office, $10.

SB810,35,2 16. Agent's statement of change of registered office, $10 for each affected domestic or foreign limited liability partnership, except if simultaneous filings are made, the fee is reduced to $1 for each affected domestic or foreign limited liability partnership in excess of 200.

SB810,35,3 17. Agent's statement of resignation, $10.

SB810,34 Section 34 . 178.0120 (2) (b) of the statutes is repealed and recreated to read:

SB810,35,9 178.0120 (2) (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. 178.0121.

SB810,35 Section 35 . 178.0121 (title) of the statutes is amended to read:

SB810,35,11 178.0121 (title) Confirmation Certificate of status.

SB810,36 Section 36 . 178.0121 (2) (a) of the statutes is amended to read:

SB810,35,15 178.0121 (2) (a) The domestic limited liability partnership's partnership name or the foreign limited liability partnership's partnership name and fictitious name, if any, used in this state.

SB810,37 Section 37 . 178.0121 (2) (b) 1. of the statutes is amended to read:

SB810,35,19 178.0121 (2) (b) 1. The domestic limited liability partnership is a limited liability partnership under whose governing law is the laws law of this state, or the foreign limited liability partnership is authorized to transact business in this state.

SB810,38 Section 38 . 178.0121 (2) (b) 2. of the statutes is amended to read:

SB810,35,23 178.0121 (2) (b) 2. The domestic limited liability partnership or the foreign limited liability partnership has, during its most recently completed report year, filed with the department the an annual report required by s. 178.0913.

SB810,39 Section 39 . 178.0121 (2) (b) 3. of the statutes is amended to read:

SB810,36,3 178.0121 (2) (b) 3. The domestic limited liability partnership has not filed a cancellation of its statement of qualification and is not the subject of a proceeding under s. 178.09032 to revoke its statement of qualification.

SB810,40 Section 40 . 178.0121 (2) (b) 4. of the statutes is amended to read:

SB810,36,8 178.0121 (2) (b) 4. The foreign limited liability partnership has not filed a cancellation statement of withdrawal of its registration statement under s. 178.1011 and is not the subject of a proceeding under s. 178.10102 to revoke, if not, the effective date of its registration statement.

SB810,41 Section 41 . 178.0121 (2) (c) of the statutes is amended to read:

SB810,36,12 178.0121 (2) (c) The domestic limited liability partnership's effective date of its statement of qualification or the foreign limited liability partnership's effective date of its registration statement and the period of its duration if less than perpetual.

SB810,42 Section 42 . 178.0301 (1) of the statutes is amended to read:

SB810,36,20 178.0301 (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument a record, in the partnership partnership's name, for apparently carrying on in the ordinary course the partnership partnership's business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.

SB810,43 Section 43 . 178.0303 (1) (b) 2. of the statutes is amended to read: