SB566: Bill Text

SB566,79,7 (8) The name of a limited partnership or foreign limited partnership may not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

SB566,79,13 (9m) A limited partnership or foreign limited partnership may use in this state the name, including the fictitious name, that is used in this state by a corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association if the limited partnership or foreign limited partnership proposing to use the name has done any of the following:

SB566,79,14 (a) Merged with the other business entity.

SB566,79,15 (b) Been formed by reorganization of the other business entity.

SB566,79,17 (c) Acquired all or substantially all of the assets, including the name, of the other business entity.

SB566,79,25 179.0115 Reservation of name. (1) A person may reserve the exclusive use of a name that complies with s. 179.0114, including a fictitious name for a foreign limited partnership whose partnership name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.

SB566,80,4 (2) The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.

SB566,80,9 179.0116 Registration of name. (1) A foreign limited partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 179.1006 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 179.0114.

SB566,80,15 (2) To register its name or a fictitious name adopted pursuant to s. 179.1006 (1), a foreign limited partnership must deliver to the department for filing an application stating the partnership's name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 179.1006 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.

SB566,80,17 (3) The registration of a name under this section expires annually on December 31.

SB566,80,22 (4) A foreign limited partnership whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.

SB566,80,25 (5) A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

SB566,81,5 179.0117 Registered agent and registered office. (1) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.

SB566,81,11 (1m) The registered office of a limited partnership or registered foreign limited partnership may, but need not, be the same as any of the partnership's places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent of a limited partnership or registered foreign limited partnership shall be any of the following:

SB566,81,13 (a) A natural person who resides in this state and whose business office is identical with the registered office.

SB566,81,16 (b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.

SB566,81,20 (c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.

SB566,81,23 (2) A registered agent for a limited partnership or registered foreign limited partnership must have an e-mail address and a place of business or activity in this state.

SB566,81,25 (3) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

SB566,82,4 (a) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent.

SB566,82,7 (b) If the registered agent resigns, to provide the notice required by s. 179.0119 (3) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership.

SB566,82,9 (c) To keep current the information with respect to the agent in the certificate of limited partnership or foreign registration statement.

SB566,82,14 179.0118 Change of registered agent or registered office by limited partnership. (1) A limited partnership or registered foreign limited partnership may change its registered agent or registered office as provided in s. 179.0212 (5) or by delivering to the department for filing a statement of change that states all of the following:

SB566,82,15 (a) The name of the partnership or foreign partnership.

SB566,82,17 (b) The information that is to be in effect as a result of the filing of the statement of change.

SB566,82,19 (2) The general or limited partners of a limited partnership need not approve the filing of any of the following:

SB566,82,20 (a) A statement of change under this section.

SB566,82,22 (b) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.

SB566,82,25 (3) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.

SB566,83,2 (4) As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership.

SB566,83,6 179.0119 Resignation of registered agent. (1) A registered agent may resign as agent for a limited partnership or registered foreign limited partnership by delivering to the department for filing a statement of resignation that states all of the following:

SB566,83,7 (a) The name of the partnership or foreign partnership.

SB566,83,8 (b) The name of the agent.

SB566,83,10 (c) That the agent resigns from serving as registered agent for the partnership or foreign partnership.

SB566,83,12 (d) The address of the partnership or foreign partnership to which the agent will send the notice required by sub. (3).

SB566,83,14 (2) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

SB566,83,16 (a) Sixty days after the department receives the statement of resignation for filing.

SB566,83,18 (b) The date on which the appointment of a successor registered agent is effective.

SB566,83,21 (3) A registered agent promptly shall furnish to the limited partnership or registered foreign limited partnership notice in a record of the date on which a statement of resignation was filed.

SB566,84,2 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the partnership or foreign partnership has against the agent or that the agent has against the partnership or foreign partnership.

SB566,84,5 (5) A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the partnership or foreign partnership is in good standing.

SB566,84,14 179.0120 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any limited partnership or foreign limited partnership for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the partnership or foreign partnership in writing of the change and deliver to the department for filing a statement of change that recites that the partnership or foreign partnership has been notified of the change and states all of the following:

SB566,84,16 (a) The name of the partnership or foreign partnership represented by the registered agent.

SB566,84,18 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the partnership or foreign partnership.

SB566,84,19 (c) Any new name, new e-mail address, or new street address of the agent.

SB566,84,22 (2) A registered agent promptly shall furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the department of the statement of change and the changes made by the statement.

SB566,85,3 179.0121 Service of process, notice, or demand. (1) A limited partnership or registered foreign limited partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 179.0103 (7m).

SB566,85,10 (2) Except as provided in sub. (3), if a limited partnership or registered foreign limited partnership has no registered agent, or its registered agent cannot with reasonable diligence be served, the partnership or foreign partnership may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the partnership or foreign partnership at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

SB566,85,12 (a) The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.

SB566,85,14 (b) The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.

SB566,85,16 (c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

SB566,86,2 (3) If process, notice, or demand in an action cannot be served on a limited partnership or registered foreign limited partnership pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the partnership or foreign partnership if the individual served is not a plaintiff in the action. If the address of the partnership's or foreign partnership's principal office cannot be determined from the records of the department, the partnership or foreign partnership may be served by publishing a class 3 notice, under ch. 985, in the community where the partnership's or foreign partnership's principal office or registered office, as most recently designated in the records of the department, is located.

SB566,86,4 (4) Service of process, notice, or demand on a registered agent must be in a written record.

SB566,86,6 (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

SB566,86,9 179.0122 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

SB566,86,11 (2) Delivery to the department is effective only when a record is received by the department.

SB566,86,16 179.0124 Filing fees; certified copies. (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. The department may charge a fee 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).

SB566,86,19 (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:

SB566,86,20 1. Certificate of limited partnership, $70.

SB566,86,21 2. Application for use of indistinguishable name, $10.

SB566,86,22 3. Application for reserved name, $10.

SB566,86,23 4. Application for renewal of reserved name, $10.

SB566,86,24 5. Notice of transfer of reserved name, $10.

SB566,86,25 6. Application for registered name, $50.

SB566,87,1 7. Application for renewal of registered name, $50.

SB566,87,3 8. Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s. 179.0118 or 179.0120, $10.

SB566,87,4 9. Statement of resignation of registered agent, $10.

SB566,87,5 10. Amendment or restatement of certificate of limited partnership, $25.

SB566,87,6 11. Articles of merger, conversion, interest exchange, or domestication, $150.

SB566,87,7 12. Statement of dissolution or statement of termination, $10.

SB566,87,8 13. Foreign registration statement, $75.

SB566,87,9 14. Amendment of foreign registration statement, $15.

SB566,87,11 15. Statement of withdrawal of foreign registration or application for transfer of foreign registration, $15.

SB566,87,12 16. Statement of correction, $15.

SB566,87,13 17. Annual report of a domestic limited partnership, $25.

SB566,87,14 18. Annual report of a foreign limited partnership, $65.

SB566,87,15 19. Statement of negation under s. 179.0306 (1) (b), $10.

SB566,87,17 20. Statement of partnership authority under s. 179.04023 or statement of denial under s. 179.04025, $10.

SB566,87,22 (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. 179.0211.

SB566,87,24 (c) The department may, by rule, specify a larger fee for filing records in paper format.

SB566,88,2 (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

SB566,88,7 (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.

SB566,88,8 subchapter II

SB566,88,11 formation; certificate of LIMITED PARTNERSHIP and other filings

SB566,88,14 179.0201 Formation of limited partnership; certificate of limited partnership. (1) To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.

SB566,88,15 (2) A certificate of limited partnership must state all of the following:

SB566,88,16 (a) The name of the limited partnership, which name satisfies s. 179.0114.

SB566,88,17 (b) The street and mailing addresses of the partnership's principal office.

SB566,88,19 (c) The street address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.