SB810: Bill Text

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:

SB810,36,23 178.0303 (1) (b) 2. If the partnership is not a limited liability partnership, the street and, mailing, and e-mail addresses of its principal office.

SB810,44 Section 44 . 178.0303 (1) (b) 3. of the statutes is amended to read:

SB810,37,3 178.0303 (1) (b) 3. If the partnership is a limited liability partnership, the street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,45 Section 45 . 178.0303 (2) (b) of the statutes is amended to read:

SB810,37,6 178.0303 (2) (b) If the partnership is not a limited liability partnership, the street and, mailing, and e-mail addresses of the partnership's principal office.

SB810,46 Section 46 . 178.0303 (2) (c) of the statutes is amended to read:

SB810,37,10 178.0303 (2) (c) If the partnership is a limited liability partnership, the street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,47 Section 47 . 178.0303 (2m) (a) 2. of the statutes is amended to read:

SB810,37,13 178.0303 (2m) (a) 2. If the partnership is not a limited liability partnership, the street and, mailing, and e-mail addresses of the partnership's principal office.

SB810,48 Section 48 . 178.0303 (2m) (a) 3. of the statutes is amended to read:

SB810,37,17 178.0303 (2m) (a) 3. If the partnership is a limited liability partnership, the street and mailing address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,49 Section 49 . 178.0401 (3) of the statutes is amended to read:

SB810,37,23 178.0401 (3) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of this section or s. 178.0406, 178.0407, or 178.0409.

SB810,50 Section 50 . 178.0401 (5) of the statutes is amended to read:

SB810,38,5 178.0401 (5) A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under s. 178.0105 (3) (g) (h), the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.

SB810,51 Section 51 . 178.0401 (11m) of the statutes is created to read:

SB810,38,19 178.0401 (11m) Unless otherwise provided in the partnership agreement, any action that is to be voted on or consented to by some or all of the partners may be taken without a meeting of the partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a partner, so consenting as a partner directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

SB810,52 Section 52 . 178.0402 (2) (a) of the statutes is amended to read:

SB810,38,21 178.0402 (2) (a) As provided in the a partnership agreement.

SB810,53 Section 53 . 178.0405 (3) of the statutes is amended to read:

SB810,39,2 178.0405 (3) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in s. 178.0806 (7), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

SB810,54 Section 54 . 178.0409 (3) of the statutes is amended to read:

SB810,39,7 178.0409 (3) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct or in conduct for which relief or exoneration from liability is not permitted under s. 178.0105 (3) (h).

SB810,55 Section 55 . 178.0601 (4) (c) 2. of the statutes is amended to read:

SB810,39,12 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated, within 90 days after the notification under subd. 1.

SB810,56 Section 56 . 178.0701 (5) of the statutes is amended to read:

SB810,39,18 178.0701 (5) If no agreement for the purchase of the interest of a person dissociated as a partner is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in money to the person the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under sub. (3).

SB810,57 Section 57 . 178.0701 (7) (d) of the statutes is amended to read:

SB810,39,24 178.0701 (7) (d) Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the person dissociated as a partner commences an action to determine the buyout price, any offsets and accrued interest under sub. (3), or other terms of the obligation to purchase.

SB810,58 Section 58 . 178.0701 (9) of the statutes is amended to read:

SB810,40,16 178.0701 (9) A person dissociated as a partner may maintain an action against the partnership, pursuant to s. 178.0410 (2), to determine the buyout price of that person's interest, any offsets and accrued interest under sub. (3), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has tendered payment or an offer to pay in accordance with subs. (5) to (8) to the extent applicable or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the person's interest, any offset due under sub. (3), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under sub. (8), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with sub. (7).

SB810,59 Section 59 . 178.0804 (1) (intro.) of the statutes is amended to read:

SB810,40,20 178.0804 (1) (intro.) A partnership is bound by a partner's act with respect to a transaction with another person party after dissolution if any of the following applies:

SB810,60 Section 60 . 178.0806 (3) (a) of the statutes is amended to read:

SB810,41,2 178.0806 (3) (a) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under s. 178.0703 (3) or (4) shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a partner in effect for each of those persons when the obligation was incurred.

SB810,61 Section 61 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).

SB810,62 Section 62 . 178.0807 (2) (c) of the statutes is amended to read: