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AB566,28,1814 77.25 (6m) Pursuant to the conversion of a business entity to another form of
15business entity under s. 178.1141, 179.76 179.1141, 180.1161, 181.1161, or 183.1207
16183.1041, if, after the conversion, the ownership interests in the new entity are
17identical with the ownership interests in the original entity immediately preceding
18the conversion.
AB566,11 19Section 11 . 77.25 (6q) of the statutes is amended to read:
AB566,28,2120 77.25 (6q) Pursuant to an interest exchange under s. 178.1131, 179.1131,
21180.1102, 181.1131, or 183.1031
.
AB566,12 22Section 12 . 77.25 (6t) of the statutes is amended to read:
AB566,28,2423 77.25 (6t) Pursuant to a domestication under s. 178.1151, 179.1151, 180.1171,
24181.1171, or 183.1051
.
AB566,13 25Section 13 . 77.61 (15) of the statutes is amended to read:
AB566,29,6
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.
AB566,14 7Section 14. 97.605 (4) (a) 1. of the statutes is amended to read:
AB566,29,98 97.605 (4) (a) 1. “Business entity" has the meaning given in s. 179.70 (1)
9180.1100 (1g).
AB566,15 10Section 15. 97.67 (2) (c) (intro.) of the statutes is amended to read:
AB566,29,1611 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:
AB566,16 17Section 16 . 108.025 (1) (b) of the statutes is amended to read:
AB566,29,2118 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.
AB566,17 22Section 17 . 139.34 (9) of the statutes is amended to read:
AB566,30,1323 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.
AB566,18 14Section 18. 157.62 (1) (b) and (2) (b) 1., 2. and 7. of the statutes are amended
15to read:
AB566,30,1716 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.
AB566,30,19 18(2) (b) 1. A copy of any report required under sub. (1) (a) or s. 180.1622 or
19181.1622 181.0214.
AB566,30,2120 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.
AB566,30,2422 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.
AB566,19 25Section 19. 165.68 (5) (f) 1. of the statutes is amended to read:
AB566,31,3
1165.68 (5) (f) 1. If a program participant is the sole member of a limited liability
2company, the limited liability company may list the department as its registered
3agent and registered office under s. 183.0105 (1) 183.0115 (1m).
AB566,20 4Section 20 . 178.0102 (11) of the statutes is amended to read:
AB566,31,105 178.0102 (11) “Partnership" or “domestic partnership" means an association
6of 2 or more persons, except to the extent provided in s. 178.0801 (6) or organized
7under another chapter
, to carry on as co-owners a business for profit whose
8governing law is the law of this state, and which is subject to this chapter, including
9an association that has become and is still subject to this chapter. The term includes
10a limited liability partnership.
AB566,21 11Section 21 . 178.0102 (14) of the statutes is amended to read:
AB566,31,1812 178.0102 (14) “Person" means an individual, business corporation, nonprofit
13or nonstock corporation, partnership, limited partnership, limited liability company,
14general cooperative association, limited cooperative association, unincorporated
15nonprofit association, statutory trust, business trust, common-law business trust,
16estate, trust, association, joint venture, public corporation, government or
17governmental subdivision, agency, or instrumentality, or any other legal or
18commercial entity.
AB566,22 19Section 22 . 178.0103 (6) (d) of the statutes is created to read:
AB566,31,2120 178.0103 (6) (d) For notices from the department, upon successful
21transmission by e-mail as provided in this chapter.
AB566,23 22Section 23 . 178.0104 of the statutes is renumbered 178.0104 (1m).
AB566,24 23Section 24 . 178.0104 (2m) and (3m) of the statutes are created to read:
AB566,32,3
1178.0104 (2m) The fact that one or more of the partners of a partnership are,
2or are not, subject to tax on the income of the partnership shall have no effect on the
3application of the law of this state under sub. (1m).
AB566,32,7 4(3m) The partnership agreement may require, consistent with applicable
5jurisdictional requirements, that any or all claims involving the application of the
6law of this state under sub. (1m) shall be brought solely and exclusively in the courts
7of this state.
AB566,25 8Section 25. 178.0105 (3) (a) of the statutes is amended to read:
AB566,32,109 178.0105 (3) (a) Vary the law applicable under ss. 178.0104 (1) (1m) (a) and
10178.0110.
AB566,26 11Section 26 . 178.0105 (3) (b) of the statutes is repealed.
AB566,27 12Section 27 . 178.0105 (3) (d) of the statutes is amended to read:
AB566,32,1713 178.0105 (3) (d) Unreasonably restrict the duties and rights under s. 178.0408,
14but the partnership agreement may impose reasonable restrictions on the
15availability and use of information obtained under that section and may define
16appropriate remedies, including liquidated damages and security, for a breach of any
17reasonable restriction on use.
AB566,28 18Section 28 . 178.0105 (3) (f) of the statutes is amended to read:
AB566,32,2319 178.0105 (3) (f) Eliminate, or restrict remedies for the breach of, the
20contractual obligation of good faith and fair dealing under s. 178.0409 (4), but the
21partnership agreement may prescribe the standards, if not manifestly unreasonable,
22prescribe the standards by which the performance of the obligation is to be measured
23or restrict remedies for breach of the obligation.
AB566,29 24Section 29 . 178.0105 (3) (h) (intro.) of the statutes is amended to read:
AB566,33,2
1178.0105 (3) (h) (intro.) Relieve or exonerate a person partner from liability for
2conduct that constitutes any of the following:
AB566,30 3Section 30 . 178.0105 (3) (n) of the statutes is amended to read:
AB566,33,74 178.0105 (3) (n) Vary the right of a partner to approve a merger, interest
5exchange, conversion, or domestication under s. 178.1123 (1), 178.1133 (1), 178.1143
6(1), or 178.1153 (1), except by written provision in the partnership agreement that
7does not impair the rights of a the partner under s. 178.1161.
AB566,31 8Section 31 . 178.0105 (3) (np) of the statutes is created to read:
AB566,33,119 178.0105 (3) (np) Impair the rights of a partner under s. 178.1161, except to
10require that the notice of acceptance under s. 178.1161 (2) be in a record or be given
11fewer than 60, but not fewer than 10, days of receipt of the offer.
AB566,32 12Section 32 . 178.0105 (4) (c) (intro.) of the statutes is amended to read:
AB566,33,1413 178.0105 (4) (c) (intro.) Except as provided in sub. (3) (h), if If not manifestly
14unreasonable, the partnership agreement may do any of the following:
AB566,33 15Section 33 . 178.0110 (2) (b) of the statutes is amended to read:
AB566,34,216 178.0110 (2) (b) If a partnership elects, in a manner allowed by law for
17amending the partnership agreement, to continue to be subject to ch. 178, 2013
18stats., and files with the department a statement of nonapplicability to that effect
19prior to January 1, 2018, the partnership shall not be subject to this chapter, except
20for requirements relating to filing or obtaining copies of records with the department,
21receiving or responding to notices from the department, and complying with
22administrative rules promulgated under this chapter
. Thereafter, if the partnership
23elects, in such manner, to be subject to this chapter as of any subsequent date and
24files with the department a statement of applicability to that effect, this chapter

1applies to the partnership as of the date that the statement of applicability is
2effective under s. 178.0114.
AB566,34 3Section 34 . 178.0120 (1) of the statutes is amended to read:
AB566,34,94 178.0120 (1) Subject to sub. (2) (a), the department may collect a fee for filing,
5or providing a certified copy of, a record under this chapter. Subject to sub. (2) (a),
6the
The department may also collect charge a fee in connection with any request
7under s. 178.0121
for providing a certified copy of any record, or for filing any record
8not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection
9or s. 182.01 (4)
.
AB566,35 10Section 35 . 178.0120 (2) (a) of the statutes is repealed and recreated to read:
AB566,34,1311 178.0120 (2) (a) Except as provided under par. (c), the department shall collect
12the following fees when the records described in this paragraph are delivered to the
13department for filing:
AB566,34,1414 1. Annual report of a domestic limited liability partnership, $25.
AB566,34,1515 2. Annual report of a foreign limited liability partnership, $65.
AB566,34,1616 3. Articles of merger, conversion, interest exchange, or domestication, $150.
AB566,34,1717 4. Domestic statement of qualification, $100.
AB566,34,1818 5. Foreign registration statement, $100.
AB566,34,1919 6. Foreign transfer of registration, $50.
AB566,34,2020 7. Reinstatement after revocation, $100.
AB566,34,2121 8. Renewal application, $40.
AB566,34,2322 9. Statement of amendment, cancellation, change, correction, denial,
23dissociation, dissolution, renewal, rescission, termination, or withdrawal, $40.
AB566,34,2424 10. Statement of partnership authority, $100.
AB566,35,2
111. Amendment or statement of withdrawal of foreign registration statement,
2$40.
AB566,35,33 12. Written application for reserved name or renewal of reserved name, $15.
AB566,35,44 13. Notice of transfer of reserved or registered name, $10.
AB566,35,55 14. Application for registered name or renewal of registered name, $50.
AB566,35,76 15. Domestic or foreign limited liability partnership's statement of change of
7registered office, $10.
AB566,35,118 16. Agent's statement of change of registered office, $10 for each affected
9domestic or foreign limited liability partnership, except if simultaneous filings are
10made, the fee is reduced to $1 for each affected domestic or foreign limited liability
11partnership in excess of 200.
AB566,35,1212 17. Agent's statement of resignation, $10.
AB566,36 13Section 36 . 178.0120 (2) (b) of the statutes is repealed and recreated to read:
AB566,35,1814 178.0120 (2) (b) In addition to the fees required under par. (a) or permitted
15under sub. (1), the department may collect the expedited service fee established
16under s. 182.01 (4) (d) for processing in an expeditious manner a record required or
17permitted to be filed with the department under this chapter or for preparing in an
18expeditious manner a certificate of status under s. 178.0121.
AB566,37 19Section 37 . 178.0121 (title) of the statutes is amended to read:
AB566,35,20 20178.0121 (title) Confirmation Certificate of status.
AB566,38 21Section 38 . 178.0121 (2) (a) of the statutes is amended to read:
AB566,35,2422 178.0121 (2) (a) The domestic limited liability partnership's partnership name
23or the foreign limited liability partnership's partnership name and fictitious name,
24if any, used in this state.
AB566,39 25Section 39 . 178.0121 (2) (b) 1. of the statutes is amended to read:
AB566,36,3
1178.0121 (2) (b) 1. The domestic limited liability partnership is a limited
2liability partnership under whose governing law is the laws law of this state, or the
3foreign limited liability partnership is authorized to transact business in this state.
AB566,40 4Section 40 . 178.0121 (2) (b) 2. of the statutes is amended to read:
AB566,36,75 178.0121 (2) (b) 2. The domestic limited liability partnership or the foreign
6limited liability partnership has, during its most recently completed report year,
7filed with the department the an annual report required by s. 178.0913.
AB566,41 8Section 41 . 178.0121 (2) (b) 3. of the statutes is amended to read:
AB566,36,119 178.0121 (2) (b) 3. The domestic limited liability partnership has not filed a
10cancellation of its statement of qualification and is not the subject of a proceeding
11under s. 178.09032 to revoke its statement of qualification
.
AB566,42 12Section 42 . 178.0121 (2) (b) 4. of the statutes is amended to read:
AB566,36,1613 178.0121 (2) (b) 4. The foreign limited liability partnership has not filed a
14cancellation statement of withdrawal of its registration statement under s. 178.1011
15and is not the subject of a proceeding under s. 178.10102 to revoke, if not, the effective
16date of
its registration statement.
AB566,43 17Section 43 . 178.0121 (2) (c) of the statutes is amended to read:
AB566,36,2018 178.0121 (2) (c) The domestic limited liability partnership's effective date of its
19statement of qualification or the foreign limited liability partnership's effective date
20of its registration statement
and the period of its duration if less than perpetual.
AB566,44 21Section 44 . 178.0301 (1) of the statutes is amended to read:
AB566,37,322 178.0301 (1) Each partner is an agent of the partnership for the purpose of its
23business. An act of a partner, including the signing of an instrument a record, in the
24partnership partnership's name, for apparently carrying on in the ordinary course
25the partnership partnership's business or business of the kind carried on by the

1partnership binds the partnership, unless the partner did not have authority to act
2for the partnership in the particular matter and the person with which the partner
3was dealing knew or had notice that the partner lacked authority.
AB566,45 4Section 45 . 178.0303 (1) (b) 2. of the statutes is amended to read:
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