AB854: Bill Text

AB854,51 Section 51 . 178.0401 (11m) of the statutes is created to read:

AB854,38,19 178.0401 (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.

AB854,52 Section 52 . 178.0402 (2) (a) of the statutes is amended to read:

AB854,38,21 178.0402 (2) (a) As provided in the a partnership agreement.

AB854,53 Section 53 . 178.0405 (3) of the statutes is amended to read:

AB854,39,2 178.0405 (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.

AB854,54 Section 54 . 178.0409 (3) of the statutes is amended to read:

AB854,39,7 178.0409 (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).

AB854,55 Section 55 . 178.0601 (4) (c) 2. of the statutes is amended to read:

AB854,39,12 178.0601 (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 The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated, within 90 days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.

AB854,56 Section 56 . 178.0701 (5) of the statutes is amended to read:

AB854,39,18 178.0701 (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).

AB854,57 Section 57 . 178.0701 (7) (d) of the statutes is amended to read:

AB854,39,24 178.0701 (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.

AB854,58 Section 58 . 178.0701 (9) of the statutes is amended to read:

AB854,40,16 178.0701 (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).

AB854,59 Section 59 . 178.0804 (1) (intro.) of the statutes is amended to read:

AB854,40,20 178.0804 (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:

AB854,60 Section 60 . 178.0806 (3) (a) of the statutes is amended to read:

AB854,41,2 178.0806 (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.

AB854,61 Section 61 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).

AB854,62 Section 62 . 178.0807 (2) (c) of the statutes is amended to read:

AB854,41,7 178.0807 (2) (c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant effective under s. 178.0103 (6).

AB854,63 Section 63 . 178.0807 (3) (b) 1. and 2. of the statutes are amended to read:

AB854,41,12 178.0807 (3) (b) 1. The partnership causes notifies the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the claimant receives the notice is effective under s. 178.0103 (6).

AB854,41,14 2. The claimant does not commence the required action within 90 days after the claimant receives the notice of rejection is effective under s. 178.0103 (6).

AB854,64 Section 64 . 178.0807 (4) of the statutes is amended to read:

AB854,41,19 178.0807 (4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.

AB854,65 Section 65 . 178.0808 (title) of the statutes is amended to read:

AB854,41,22 178.0808 (title) Other claims Claims against dissolved limited liability partnership generally.

AB854,66 Section 66 . 178.0808 (1) of the statutes is amended to read:

AB854,42,3 178.0808 (1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership , whether known or unknown, to present them in accordance with the notice.

AB854,67 Section 67 . 178.0808 (2) (a) of the statutes is amended to read:

AB854,42,9 178.0808 (2) (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent office is or was last located.

AB854,68 Section 68 . 178.0809 (1) of the statutes is amended to read:

AB854,42,19 178.0809 (1) A dissolved limited liability partnership that has published a notice under s. 178.0808 may file an application with the circuit court in the county in this state where the partnership's principal office is located or, if the principal office is not located in this state, where the office of its partnership's registered agent office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution.

AB854,69 Section 69 . 178.0901 (3) (c) of the statutes is amended to read:

AB854,42,22 178.0901 (3) (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.

AB854,70 Section 70 . 178.0902 (1) of the statutes is amended to read:

AB854,43,3 178.0902 (1) The name of a partnership that is not a limited liability partnership may not contain the phrase “Registered Limited Liability Partnership" or “Limited Liability Partnership" or the abbreviation “ R.L.L.P.," “L.L.P.," “RLLP," or “LLP." or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation.

AB854,71 Section 71 . 178.0902 (2) of the statutes is amended to read:

AB854,43,9 178.0902 (2) The name of a limited liability partnership must contain the phrase “Registered Limited Liability Partnership" or “Limited Liability Partnership" or the abbreviation “R.L.L.P.," “L.L.P.," “RLLP," or “LLP.” or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation.

AB854,72 Section 72 . 178.0902 (5) of the statutes is amended to read:

AB854,43,20 178.0902 (5) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “ limited partnership," “LP," “L.P.," “limited liability partnership," “LLP," “L.L.P.," “ limited liability limited partnership," “LLLP," “L.L.L.P.," “registered limited liability limited partnership," “RLLLP," “R.L.L.L.P.," “limited liability company," “LLC," “L.L.C.," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

AB854,73 Section 73 . 178.09032 (5) of the statutes is amended to read:

AB854,43,24 178.09032 (5) The partnership's right to the exclusive use of its partnership name terminates on the effective date of the revocation of its statement of qualification under sub. (2) (b).

AB854,74 Section 74 . 178.09032 (6) of the statutes is created to read:

AB854,44,3 178.09032 (6) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.

AB854,75 Section 75 . 178.0905 (2) of the statutes is amended to read:

AB854,44,12 178.0905 (2) The partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected effective under s. 178.0103 (6). To appeal, the partnership shall petition the court to set aside the revocation and attach to the petition copies of the department's notice of revocation under s. 178.09032 (2) (b), the partnership's application for reinstatement under s. 178.0904 (1), and the department's notice of denial under sub. (1).

AB854,76 Section 76 . 178.0908 (2) of the statutes is amended to read:

AB854,44,16 178.0908 (2) A registered agent for a limited liability partnership or registered foreign limited liability partnership must have an e-mail account and a place of business in this state.

AB854,77 Section 77 . 178.0911 (1) (intro.) of the statutes is amended to read:

AB854,45,2 178.0911 (1) (intro.) 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 liability partnership or foreign limited liability 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:

AB854,78 Section 78 . 178.0911 (1) (b) of the statutes is amended to read:

AB854,45,6 178.0911 (1) (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.

AB854,79 Section 79 . 178.0911 (1) (c) of the statutes is amended to read:

AB854,45,9 178.0911 (1) (c) The Any new name, new e-mail address, or new street address, or both, of the agent.

AB854,80 Section 80 . 178.0912 (1) of the statutes is amended to read:

AB854,45,16 178.0912 (1) A limited liability partnership or registered foreign limited liability 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. 178.0103 (6).

AB854,81 Section 81 . 178.0913 (1) (b) of the statutes is amended to read:

AB854,45,19 178.0913 (1) (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

AB854,82 Section 82 . 178.1003 (5) of the statutes is amended to read:

AB854,45,22 178.1003 (5) The address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.

AB854,83 Section 83 . 178.1004 (intro.) of the statutes is amended to read:

AB854,46,2 178.1004 Amendment or cancellation of foreign registration statement. (intro.) A registered foreign limited liability partnership shall deliver to the department for filing an amendment to, or cancellation of, as appropriate, its foreign registration statement if there is a change in any of the following:

AB854,84 Section 84 . 178.1004 (1) of the statutes is amended to read:

AB854,46,6 178.1004 (1) The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

AB854,85 Section 85 . 178.1004 (4) of the statutes is amended to read:

AB854,46,10 178.1004 (4) The information required by s. 178.1003 (5), unless such information has previously been changed pursuant to s. 178.0116, 178.0909, or 178.0913 (5).

AB854,86 Section 86 . 178.1006 (1) of the statutes is amended to read:

AB854,46,16 178.1006 (1) A foreign limited liability partnership whose name does not comply with s. 178.0902 (3) may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 178.0902 (3). After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name.

AB854,87 Section 87 . 178.1006 (2) of the statutes is amended to read:

AB854,46,21 178.1006 (2) If a registered foreign limited liability partnership changes its name to one that does not comply with s. 178.0902 (3), it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 178.0902 (3).

AB854,88 Section 88 . 178.1009 (1) (c) of the statutes is amended to read:

AB854,47,2 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

AB854,89 Section 89 . 178.1009 (1) (f) of the statutes is amended to read:

AB854,47,6 178.1009 (1) (f) The street address of the applicant foreign entity's registered office in this state and the name and e-mail address of its registered agent at that address.

AB854,90 Section 90 . 178.10101 (1) (d) of the statutes is amended to read:

AB854,47,12 178.10101 (1) (d) The foreign limited liability partnership does not inform the department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.

AB854,91 Section 91 . 178.10102 (1) of the statutes is amended to read:

AB854,47,18 178.10102 (1) If the department determines that one or more grounds exist under s. 178.10101 for revocation of a foreign limited liability partnership's statement of foreign registration, the department may give the foreign limited liability partnership notice of the determination. The notice shall be in writing and addressed to the registered office agent of the foreign limited liability partnership.

AB854,92 Section 92 . 178.10102 (2) (b) of the statutes is amended to read:

AB854,48,2 178.10102 (2) (b) If the foreign limited liability partnership fails to satisfy par. (a), the department may revoke the foreign limited liability partnership's statement of foreign registration by entering a notation in the department's records to reflect each ground for revocation and the effective date of the revocation. The department shall give the foreign limited liability partnership notice of each ground for revocation and the effective date of the revocation. The notice shall be in writing and addressed to the registered office agent of the foreign limited liability partnership.

AB854,93 Section 93 . 178.1011 (1) (c) of the statutes is amended to read:

AB854,48,8 178.1011 (1) (c) That Whether the partnership revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the partnership was registered to do business in this state.

AB854,94 Section 94 . 178.1101 (16) (b) of the statutes is amended to read:

AB854,48,10 178.1101 (16) (b) A membership in a nonprofit or nonstock corporation.

AB854,95 Section 95 . 178.1101 (16) (h) of the statutes is amended to read: