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AB566,79,7 4(8) The name of a limited partnership or foreign limited partnership may not
5contain language stating or implying that the entity is organized for a purpose
6subject to regulation under another statute of this state, unless its purpose is not
7prohibited by, and the entity is subject to all the limitations of, the other statute.
AB566,79,13 8(9m) A limited partnership or foreign limited partnership may use in this state
9the name, including the fictitious name, that is used in this state by a corporation,
10limited liability company, nonstock corporation, limited partnership, limited
11liability partnership, foreign limited partnership, general cooperative association, or
12limited cooperative association if the limited partnership or foreign limited
13partnership proposing to use the name has done any of the following:
AB566,79,1414 (a) Merged with the other business entity.
AB566,79,1515 (b) Been formed by reorganization of the other business entity.
AB566,79,1716 (c) Acquired all or substantially all of the assets, including the name, of the
17other business entity.
AB566,79,25 18179.0115 Reservation of name. (1) A person may reserve the exclusive use
19of a name that complies with s. 179.0114, including a fictitious name for a foreign
20limited partnership whose partnership name is not available, by delivering an
21application to the department for filing. The application shall include the name and
22address of the applicant and the name proposed to be reserved. If the department
23finds that the name is available, the department shall reserve the name for the
24applicant's exclusive use for a 120-day period, which may be renewed by the
25applicant or a transferee under sub. (2) from time to time.
AB566,80,4
1(2) The person who has the right to exclusive use of a reserved name under sub.
2(1) may transfer the reservation to another person by delivering to the department
3a signed notice in a record of the transfer which states the name and address of the
4person to which the reservation is being transferred.
AB566,80,9 5179.0116 Registration of name. (1) A foreign limited partnership not
6registered to do business in this state under subch. X may register its name, or a
7fictitious name adopted pursuant to s. 179.1006 (1), if the name is distinguishable
8on the records of the department from the names that are not available under s.
9179.0114.
AB566,80,15 10(2) To register its name or a fictitious name adopted pursuant to s. 179.1006
11(1), a foreign limited partnership must deliver to the department for filing an
12application stating the partnership's name, the jurisdiction and date of its formation,
13and any fictitious name adopted pursuant to s. 179.1006 (1). If the department finds
14that the name applied for is available, the department shall register the name for the
15applicant's exclusive use.
AB566,80,17 16(3) The registration of a name under this section expires annually on December
1731.
AB566,80,22 18(4) A foreign limited partnership whose name registration is effective may
19renew the registration by delivering to the department for filing, between October
2031 and December 31 of each year that the registration is in effect, a renewal
21application that complies with this section. When filed, the renewal application
22renews the registration for the next year.
AB566,80,25 23(5) A foreign limited partnership whose name registration is effective may
24register as a foreign limited partnership under the registered name or consent in a
25signed record to the use of that name by another person that is not an individual.
AB566,81,5
1179.0117 Registered agent and registered office. (1) Each limited
2partnership and each registered foreign limited partnership shall designate and
3maintain a registered agent and registered office in this state. The designation of
4a registered agent is an affirmation of fact by the limited partnership or registered
5foreign limited partnership that the agent has consented to serve.
AB566,81,11 6(1m) The registered office of a limited partnership or registered foreign limited
7partnership may, but need not, be the same as any of the partnership's places of
8business or activity. The registered office must be an actual physical location with
9a street address and not solely a post office box, mailbox service, or telephone
10answering service. The registered agent of a limited partnership or registered
11foreign limited partnership shall be any of the following:
AB566,81,1312 (a) A natural person who resides in this state and whose business office is
13identical with the registered office.
AB566,81,1614 (b) A domestic corporation, nonstock corporation, limited liability company,
15limited partnership, or limited liability partnership whose business office is
16identical with the registered office.
AB566,81,2017 (c) A foreign corporation, nonstock corporation, limited liability company,
18limited partnership, or registered limited liability partnership if that entity is
19authorized to transact business in this state and the entity's business office is
20identical with the registered office.
AB566,81,23 21(2) A registered agent for a limited partnership or registered foreign limited
22partnership must have an e-mail address and a place of business or activity in this
23state.
AB566,81,25 24(3) The only duties under this chapter of a registered agent that has complied
25with this chapter are the following:
AB566,82,4
1(a) To forward to the limited partnership or registered foreign limited
2partnership at the address most recently supplied to the agent by the partnership
3or foreign partnership any process, notice, or demand pertaining to the partnership
4or foreign partnership which is served on or received by the agent.
AB566,82,75 (b) If the registered agent resigns, to provide the notice required by s. 179.0119
6(3) to the partnership or foreign partnership at the address most recently supplied
7to the agent by the partnership or foreign partnership.
AB566,82,98 (c) To keep current the information with respect to the agent in the certificate
9of limited partnership or foreign registration statement.
AB566,82,14 10179.0118 Change of registered agent or registered office by limited
11partnership.
(1) A limited partnership or registered foreign limited partnership
12may change its registered agent or registered office as provided in s. 179.0212 (5) or
13by delivering to the department for filing a statement of change that states all of the
14following:
AB566,82,1515 (a) The name of the partnership or foreign partnership.
AB566,82,1716 (b) The information that is to be in effect as a result of the filing of the statement
17of change.
AB566,82,19 18(2) The general or limited partners of a limited partnership need not approve
19the filing of any of the following:
AB566,82,2020 (a) A statement of change under this section.
AB566,82,2221 (b) A similar filing changing the registered agent or registered office, if any, of
22the partnership in any other jurisdiction.
AB566,82,25 23(3) A statement of change under this section designating a new registered
24agent is an affirmation of fact by the limited partnership or registered foreign limited
25partnership that the agent has consented to serve.
AB566,83,2
1(4) As an alternative to using the procedure in this section, a limited
2partnership may amend its certificate of limited partnership.
AB566,83,6 3179.0119 Resignation of registered agent. (1) A registered agent may
4resign as agent for a limited partnership or registered foreign limited partnership
5by delivering to the department for filing a statement of resignation that states all
6of the following:
AB566,83,77 (a) The name of the partnership or foreign partnership.
AB566,83,88 (b) The name of the agent.
AB566,83,109 (c) That the agent resigns from serving as registered agent for the partnership
10or foreign partnership.
AB566,83,1211 (d) The address of the partnership or foreign partnership to which the agent
12will send the notice required by sub. (3).
AB566,83,14 13(2) The resignation under sub. (1) is effective and, if applicable, the registered
14office is discontinued on the earlier of the following:
AB566,83,1615 (a) Sixty days after the department receives the statement of resignation for
16filing.
AB566,83,1817 (b) The date on which the appointment of a successor registered agent is
18effective.
AB566,83,21 19(3) A registered agent promptly shall furnish to the limited partnership or
20registered foreign limited partnership notice in a record of the date on which a
21statement of resignation was filed.
AB566,84,2 22(4) When a statement of resignation takes effect, the registered agent ceases
23to have responsibility under this chapter for any matter thereafter tendered to it as
24agent for the limited partnership or registered foreign limited partnership. The
25resignation does not affect any contractual rights the partnership or foreign

1partnership has against the agent or that the agent has against the partnership or
2foreign partnership.
AB566,84,5 3(5) A registered agent may resign with respect to a limited partnership or
4registered foreign limited partnership whether or not the partnership or foreign
5partnership is in good standing.
AB566,84,14 6179.0120 Change of name or address by registered agent. (1) If the name
7or e-mail address of a registered agent changes or if the street address of a registered
8agent's office changes, the registered agent may change the name or e-mail address
9of the registered agent or street address of the registered office of any limited
10partnership or foreign limited partnership for which he, she, or it is the registered
11agent. To make the change under this subsection, the registered agent shall notify
12the partnership or foreign partnership in writing of the change and deliver to the
13department for filing a statement of change that recites that the partnership or
14foreign partnership has been notified of the change and states all of the following:
AB566,84,1615 (a) The name of the partnership or foreign partnership represented by the
16registered agent.
AB566,84,1817 (b) The name, e-mail address, and street address of the agent as currently
18shown in the records of the department for the partnership or foreign partnership.
AB566,84,1919 (c) Any new name, new e-mail address, or new street address of the agent.
AB566,84,22 20(2) A registered agent promptly shall furnish notice to the represented limited
21partnership or registered foreign limited partnership of the filing by the department
22of the statement of change and the changes made by the statement.
AB566,85,3 23179.0121 Service of process, notice, or demand. (1) A limited partnership
24or registered foreign limited partnership may be served with any process, notice, or
25demand required or permitted by law by serving its registered agent. The

1department may serve any written notice required or authorized under this chapter
2by e-mailing it to the registered agent's e-mail address on file with the department,
3and such notice shall be effective as provided in s. 179.0103 (7m).
AB566,85,10 4(2) Except as provided in sub. (3), if a limited partnership or registered foreign
5limited partnership has no registered agent, or its registered agent cannot with
6reasonable diligence be served, the partnership or foreign partnership may be served
7by registered or certified mail, return receipt requested, or by similar commercial
8delivery service, addressed to the partnership or foreign partnership at its principal
9office, as shown on the records of the department on the date of sending. Service is
10perfected under this subsection at the earliest of the following:
AB566,85,1211 (a) The date the partnership or foreign partnership receives the mail or
12delivery by the commercial delivery service.
AB566,85,1413 (b) The date shown on the return receipt, if signed on the behalf of the
14partnership or foreign partnership.
AB566,85,1615 (c) Five days after it is deposited in the U.S. mail, or with the commercial
16delivery service, if correctly addressed and with sufficient postage or payment.
AB566,86,2 17(3) If process, notice, or demand in an action cannot be served on a limited
18partnership or registered foreign limited partnership pursuant to sub. (1) or (2),
19service may be made by handing a copy to the individual in charge of any regular
20place of business or activity of the partnership or foreign partnership if the
21individual served is not a plaintiff in the action. If the address of the partnership's
22or foreign partnership's principal office cannot be determined from the records of the
23department, the partnership or foreign partnership may be served by publishing a
24class 3 notice, under ch. 985, in the community where the partnership's or foreign

1partnership's principal office or registered office, as most recently designated in the
2records of the department, is located.
AB566,86,4 3(4) Service of process, notice, or demand on a registered agent must be in a
4written record.
AB566,86,6 5(5) Service of process, notice, or demand may be made by other means under
6law other than this chapter.
AB566,86,9 7179.0122 Delivery of record. (1) Except as otherwise provided in this
8chapter, permissible means of delivery of a record include delivery by hand, mail,
9conventional commercial practice, and electronic transmission.
AB566,86,11 10(2) Delivery to the department is effective only when a record is received by the
11department.
AB566,86,16 12179.0124 Filing fees; certified copies. (1) Subject to sub. (2) (a), the
13department may collect a fee for filing, or providing a certified copy of, a record under
14this chapter. The department may charge a fee for providing a certified copy of any
15record, or for filing any record not identified in sub. (2) (a), pursuant to a rule
16promulgated under this subsection or s. 182.01 (4).
AB566,86,19 17(2) (a) Except as provided under par. (c), the department shall collect the
18following fees when the records described in this paragraph are delivered to the
19department for filing:
AB566,86,2020 1. Certificate of limited partnership, $70.
AB566,86,2121 2. Application for use of indistinguishable name, $10.
AB566,86,2222 3. Application for reserved name, $10.
AB566,86,2323 4. Application for renewal of reserved name, $10.
AB566,86,2424 5. Notice of transfer of reserved name, $10.
AB566,86,2525 6. Application for registered name, $50.
AB566,87,1
17. Application for renewal of registered name, $50.
AB566,87,32 8. Statement of change of registered agent or registered office or registered
3agent's name, e-mail address, or street address under s. 179.0118 or 179.0120, $10.
AB566,87,44 9. Statement of resignation of registered agent, $10.
AB566,87,55 10. Amendment or restatement of certificate of limited partnership, $25.
AB566,87,66 11. Articles of merger, conversion, interest exchange, or domestication, $150.
AB566,87,77 12. Statement of dissolution or statement of termination, $10.
AB566,87,88 13. Foreign registration statement, $75.
AB566,87,99 14. Amendment of foreign registration statement, $15.
AB566,87,1110 15. Statement of withdrawal of foreign registration or application for transfer
11of foreign registration, $15.
AB566,87,1212 16. Statement of correction, $15.
AB566,87,1313 17. Annual report of a domestic limited partnership, $25.
AB566,87,1414 18. Annual report of a foreign limited partnership, $65.
AB566,87,1515 19. Statement of negation under s. 179.0306 (1) (b), $10.
AB566,87,1716 20. Statement of partnership authority under s. 179.04023 or statement of
17denial under s. 179.04025, $10.
AB566,87,2218 (b) In addition to the fees required under par. (a) or permitted under sub. (1),
19the department may collect the expedited service fee established under s. 182.01 (4)
20(d) for processing in an expeditious manner a record required or permitted to be filed
21with the department under this chapter or for preparing in an expeditious manner
22a certificate of status under s. 179.0211.
AB566,87,2423 (c) The department may, by rule, specify a larger fee for filing records in paper
24format.
AB566,88,2
1(3) A certified copy of a record filed by the department is conclusive evidence
2that the original record is on file with the department.
AB566,88,7 3(4) A person may not sign a document with intent that it be delivered to the
4department for filing, or deliver a document or cause a document to be delivered to
5the department for filing, if the person knows that the document is false in any
6material respect at the time of its delivery. Whoever violates this subsection is guilty
7of a Class I felony.
AB566,88,88 subchapter II
AB566,88,119 formation; certificate of
10 LIMITED PARTNERSHIP
11 and other filings
AB566,88,14 12179.0201 Formation of limited partnership; certificate of limited
13partnership.
(1) To form a limited partnership, a person must deliver a certificate
14of limited partnership to the department for filing.
AB566,88,15 15(2) A certificate of limited partnership must state all of the following:
AB566,88,1616 (a) The name of the limited partnership, which name satisfies s. 179.0114.
AB566,88,1717 (b) The street and mailing addresses of the partnership's principal office.
AB566,88,1918 (c) The street address of the partnership's registered office in this state and the
19name and e-mail address of its registered agent at that office.
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