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SB810,23 19Section 23 . 178.0104 (2m) and (3m) of the statutes are created to read:
SB810,31,2220 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).
SB810,32,2 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.
SB810,24 3Section 24 . 178.0105 (3) (b) of the statutes is repealed.
SB810,25 4Section 25 . 178.0105 (3) (d) of the statutes is amended to read:
SB810,32,95 178.0105 (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.
SB810,26 10Section 26 . 178.0105 (3) (f) of the statutes is amended to read:
SB810,32,1511 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.
SB810,27 16Section 27 . 178.0105 (3) (h) (intro.) of the statutes is amended to read:
SB810,32,1817 178.0105 (3) (h) (intro.) Relieve or exonerate a person partner from liability for
18conduct that constitutes any of the following:
SB810,28 19Section 28 . 178.0105 (3) (n) of the statutes is amended to read:
SB810,32,2320 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.
SB810,29 24Section 29 . 178.0105 (3) (np) of the statutes is created to read:
SB810,33,3
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.
SB810,30 4Section 30 . 178.0105 (4) (c) (intro.) of the statutes is amended to read:
SB810,33,65 178.0105 (4) (c) (intro.) Except as provided in sub. (3) (h), if If not manifestly
6unreasonable, the partnership agreement may do any of the following:
SB810,31 7Section 31 . 178.0110 (2) (b) of the statutes is amended to read:
SB810,33,188 178.0110 (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.
SB810,32 19Section 32 . 178.0120 (1) of the statutes is amended to read:
SB810,33,2520 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)
.
SB810,33
1Section 33. 178.0120 (2) (a) of the statutes is repealed and recreated to read:
SB810,34,42 178.0120 (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:
SB810,34,55 1. Annual report of a domestic limited liability partnership, $25.
SB810,34,66 2. Annual report of a foreign limited liability partnership, $65.
SB810,34,77 3. Articles of merger, conversion, interest exchange, or domestication, $150.
SB810,34,88 4. Domestic statement of qualification, $100.
SB810,34,99 5. Foreign registration statement, $100.
SB810,34,1010 6. Foreign transfer of registration, $50.
SB810,34,1111 7. Reinstatement after revocation, $100.
SB810,34,1212 8. Renewal application, $40.
SB810,34,1413 9. Statement of amendment, cancellation, change, correction, denial,
14dissociation, dissolution, renewal, rescission, termination, or withdrawal, $40.
SB810,34,1515 10. Statement of partnership authority, $100.
SB810,34,1716 11. Amendment or statement of withdrawal of foreign registration statement,
17$40.
SB810,34,1818 12. Written application for reserved name or renewal of reserved name, $15.
SB810,34,1919 13. Notice of transfer of reserved or registered name, $10.
SB810,34,2020 14. Application for registered name or renewal of registered name, $50.
SB810,34,2221 15. Domestic or foreign limited liability partnership's statement of change of
22registered office, $10.
SB810,35,223 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.
SB810,35,33 17. Agent's statement of resignation, $10.
SB810,34 4Section 34 . 178.0120 (2) (b) of the statutes is repealed and recreated to read:
SB810,35,95 178.0120 (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.
SB810,35 10Section 35 . 178.0121 (title) of the statutes is amended to read:
SB810,35,11 11178.0121 (title) Confirmation Certificate of status.
SB810,36 12Section 36 . 178.0121 (2) (a) of the statutes is amended to read:
SB810,35,1513 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.
SB810,37 16Section 37 . 178.0121 (2) (b) 1. of the statutes is amended to read:
SB810,35,1917 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.
SB810,38 20Section 38 . 178.0121 (2) (b) 2. of the statutes is amended to read:
SB810,35,2321 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.
SB810,39 24Section 39 . 178.0121 (2) (b) 3. of the statutes is amended to read:
SB810,36,3
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
.
SB810,40 4Section 40 . 178.0121 (2) (b) 4. of the statutes is amended to read:
SB810,36,85 178.0121 (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.
SB810,41 9Section 41 . 178.0121 (2) (c) of the statutes is amended to read:
SB810,36,1210 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.
SB810,42 13Section 42 . 178.0301 (1) of the statutes is amended to read:
SB810,36,2014 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.
SB810,43 21Section 43 . 178.0303 (1) (b) 2. of the statutes is amended to read:
SB810,36,2322 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.
SB810,44 24Section 44 . 178.0303 (1) (b) 3. of the statutes is amended to read:
SB810,37,3
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.
SB810,45 4Section 45 . 178.0303 (2) (b) of the statutes is amended to read:
SB810,37,65 178.0303 (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.
SB810,46 7Section 46 . 178.0303 (2) (c) of the statutes is amended to read:
SB810,37,108 178.0303 (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.
SB810,47 11Section 47 . 178.0303 (2m) (a) 2. of the statutes is amended to read:
SB810,37,1312 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.
SB810,48 14Section 48 . 178.0303 (2m) (a) 3. of the statutes is amended to read:
SB810,37,1715 178.0303 (2m) (a) 3. If the partnership is a limited liability partnership, the
16street and mailing address of its registered office in this state and the name and
17e-mail address
of its registered agent at that office.
SB810,49 18Section 49 . 178.0401 (3) of the statutes is amended to read:
SB810,37,2319 178.0401 (3) A partnership shall indemnify and hold harmless a person with
20respect to any claim or demand against the person and any debt, obligation, or other
21liability incurred by the person by reason of the person's former or present capacity
22as a partner, if the claim, demand, debt, obligation, or other liability does not arise
23from the person's breach of this section or s. 178.0406, 178.0407, or 178.0409.
SB810,50 24Section 50 . 178.0401 (5) of the statutes is amended to read:
SB810,38,5
1178.0401 (5) A partnership may purchase and maintain insurance on behalf
2of a partner against liability asserted against or incurred by the partner in that
3capacity or arising from that status even if, under s. 178.0105 (3) (g) (h), the
4partnership agreement could not eliminate or limit the person's liability to the
5partnership for the conduct giving rise to the liability.
SB810,51 6Section 51 . 178.0401 (11m) of the statutes is created to read:
SB810,38,197 178.0401 (11m) Unless otherwise provided in the partnership agreement, any
8action that is to be voted on or consented to by some or all of the partners may be
9taken without a meeting of the partners entitled to vote or consent if all of such
10partners consent to the action. The consent shall be evidenced by one or more written
11consents describing the action, signed by each of such partners, and delivered to the
12partnership for inclusion in the partnership records. Unless otherwise provided in
13the partnership agreement, if a person, whether or not then a partner, so consenting
14as a partner directs, whether through instruction to an agent or otherwise, that such
15consent will be effective at a future time, including a time determined upon the
16happening of an event, then the person shall be deemed to have consented as a
17partner at this future time so long as the person is then a partner and did not revoke
18the consent prior to that time. Any such consent shall be revocable prior to its
19becoming effective.
SB810,52 20Section 52 . 178.0402 (2) (a) of the statutes is amended to read:
SB810,38,2121 178.0402 (2) (a) As provided in the a partnership agreement.
SB810,53 22Section 53 . 178.0405 (3) of the statutes is amended to read:
SB810,39,223 178.0405 (3) A person does not have a right to demand or receive a distribution
24from a partnership in any form other than money. Except as otherwise provided in
25s. 178.0806 (7), a partnership may distribute an asset in kind only if each part of the

1asset is fungible with each other part and each person receives a percentage of the
2asset equal in value to the person's share of distributions.
SB810,54 3Section 54 . 178.0409 (3) of the statutes is amended to read:
SB810,39,74 178.0409 (3) The duty of care of a partner in the conduct or winding up of the
5partnership business is to refrain from engaging in grossly negligent or reckless
6conduct or
in conduct for which relief or exoneration from liability is not permitted
7under s. 178.0105 (3) (h).
SB810,55 8Section 55 . 178.0601 (4) (c) 2. of the statutes is amended to read:
SB810,39,129 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been
10withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's
11charter or the equivalent or right to conduct business has not been reinstated, within
1290 days after the notification under subd. 1.
SB810,56 13Section 56 . 178.0701 (5) of the statutes is amended to read:
SB810,39,1814 178.0701 (5) If no agreement for the purchase of the interest of a person
15dissociated as a partner is reached within 120 days after a written demand for
16payment, the partnership shall pay, or cause to be paid, in money to the person the
17amount the partnership estimates to be the buyout price and accrued interest,
18reduced by any offsets and accrued interest under sub. (3).
SB810,57 19Section 57 . 178.0701 (7) (d) of the statutes is amended to read:
SB810,39,2420 178.0701 (7) (d) Written notice that the payment is in full satisfaction of the
21obligation to purchase unless, not later than 120 days after the written notice, the
22person dissociated as a partner commences an action to determine the buyout price,
23any offsets and accrued interest under sub. (3), or other terms of the obligation to
24purchase.
SB810,58 25Section 58 . 178.0701 (9) of the statutes is amended to read:
SB810,40,16
1178.0701 (9) A person dissociated as a partner may maintain an action against
2the partnership, pursuant to s. 178.0410 (2), to determine the buyout price of that
3person's interest, any offsets and accrued interest under sub. (3), or other terms of
4the obligation to purchase. The action must be commenced not later than 120 days
5after the partnership has tendered payment or an offer to pay in accordance with
6subs. (5) to (8) to the extent applicable or within one year after written demand for
7payment if no payment or offer to pay is tendered. The court shall determine the
8buyout price of the person's interest, any offset due under sub. (3), and accrued
9interest, and enter judgment for any additional payment or refund. If deferred
10payment is authorized under sub. (8), the court shall also determine the security for
11payment and other terms of the obligation to purchase. The court may assess
12reasonable attorney fees and the fees and expenses of appraisers or other experts for
13a party to the action, in amounts the court finds equitable, against a party that the
14court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be
15based on the partnership's failure to tender payment or an offer to pay or to comply
16with sub. (7).
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