This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB854,48 14Section 48 . 178.0303 (2m) (a) 3. of the statutes is amended to read:
AB854,37,1715 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.
AB854,49 18Section 49 . 178.0401 (3) of the statutes is amended to read:
AB854,37,2319 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.
AB854,50 24Section 50 . 178.0401 (5) of the statutes is amended to read:
AB854,38,5
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.
AB854,51 6Section 51 . 178.0401 (11m) of the statutes is created to read:
AB854,38,197 178.0401 (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.
AB854,52 20Section 52 . 178.0402 (2) (a) of the statutes is amended to read:
AB854,38,2121 178.0402 (2) (a) As provided in the a partnership agreement.
AB854,53 22Section 53 . 178.0405 (3) of the statutes is amended to read:
AB854,39,223 178.0405 (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.
AB854,54 3Section 54 . 178.0409 (3) of the statutes is amended to read:
AB854,39,74 178.0409 (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).
AB854,55 8Section 55 . 178.0601 (4) (c) 2. of the statutes is amended to read:
AB854,39,129 178.0601 (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.
AB854,56 13Section 56 . 178.0701 (5) of the statutes is amended to read:
AB854,39,1814 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).
AB854,57 19Section 57 . 178.0701 (7) (d) of the statutes is amended to read:
AB854,39,2420 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.
AB854,58 25Section 58 . 178.0701 (9) of the statutes is amended to read:
AB854,40,16
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).
AB854,59 17Section 59 . 178.0804 (1) (intro.) of the statutes is amended to read:
AB854,40,2018 178.0804 (1) (intro.) A partnership is bound by a partner's act with respect to
19a transaction with another person party after dissolution if any of the following
20applies:
AB854,60 21Section 60 . 178.0806 (3) (a) of the statutes is amended to read:
AB854,41,222 178.0806 (3) (a) Each person that was a partner when the obligation was
23incurred and that has not been released from the obligation under s. 178.0703 (3) or
24(4)
shall contribute to the partnership for the purpose of enabling the partnership to
25satisfy the obligation. The contribution due from each of those persons is in

1proportion to the right to receive distributions in the capacity of a partner in effect
2for each of those persons when the obligation was incurred.
AB854,61 3Section 61 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).
AB854,62 4Section 62 . 178.0807 (2) (c) of the statutes is amended to read:
AB854,41,75 178.0807 (2) (c) State the deadline for receipt of a claim, which may not be less
6than 120 days after the date the notice is received by the claimant effective under s.
7178.0103 (6)
.
AB854,63 8Section 63 . 178.0807 (3) (b) 1. and 2. of the statutes are amended to read:
AB854,41,129 178.0807 (3) (b) 1. The partnership causes notifies the claimant to receive a
10notice
in a record stating that the claim is rejected and will be barred unless the
11claimant commences an action against the partnership to enforce the claim within
1290 days after the claimant receives the notice is effective under s. 178.0103 (6).
AB854,41,1413 2. The claimant does not commence the required action within 90 days after
14the claimant receives the notice of rejection is effective under s. 178.0103 (6).
AB854,64 15Section 64 . 178.0807 (4) of the statutes is amended to read:
AB854,41,1916 178.0807 (4) This section does not apply to a claim based on an event occurring
17after the date of dissolution or a liability that on that date is contingent, or a liability
18for an additional assessment under s. 71.74 or for sales and use taxes determined as
19owing under s. 77.59
.
AB854,65 20Section 65 . 178.0808 (title) of the statutes is amended to read:
AB854,41,22 21178.0808 (title) Other claims Claims against dissolved limited liability
22partnership
generally.
AB854,66 23Section 66 . 178.0808 (1) of the statutes is amended to read:
AB854,42,3
1178.0808 (1) A dissolved limited liability partnership may publish notice of its
2dissolution and request persons having claims against the partnership , whether
3known or unknown,
to present them in accordance with the notice.
AB854,67 4Section 67 . 178.0808 (2) (a) of the statutes is amended to read:
AB854,42,95 178.0808 (2) (a) It must be published as a class 1 notice, under ch. 985, in a
6newspaper of general circulation in the county in this state in which the dissolved
7limited liability partnership's principal office is located or, if the principal office is not
8located in this state, in the county in which the office of the partnership's registered
9agent office is or was last located.
AB854,68 10Section 68 . 178.0809 (1) of the statutes is amended to read:
AB854,42,1911 178.0809 (1) A dissolved limited liability partnership that has published a
12notice under s. 178.0808 may file an application with the circuit court in the county
13in this state where the partnership's principal office is located or, if the principal
14office is not located in this state, where the office of its partnership's registered agent
15office is or was last located, for a determination of the amount and form of security
16to be provided for payment of claims that are contingent or are not known to the
17partnership or that are based on an event occurring after the effective date of
18dissolution but that, based on the facts known to the partnership, are reasonably
19expected to arise after the effective date of dissolution.
AB854,69 20Section 69 . 178.0901 (3) (c) of the statutes is amended to read:
AB854,42,2221 178.0901 (3) (c) The street address of the partnership's registered office in this
22state and the name and e-mail address of its registered agent at that office.
AB854,70 23Section 70 . 178.0902 (1) of the statutes is amended to read:
AB854,43,324 178.0902 (1) The name of a partnership that is not a limited liability
25partnership may not contain the phrase “Registered Limited Liability Partnership"

1or “Limited Liability Partnership" or the abbreviation “ R.L.L.P.," “L.L.P.," “RLLP,"
2or “LLP." or a variation of these abbreviations that differs only with respect to
3capitalization of letters or punctuation.
AB854,71 4Section 71 . 178.0902 (2) of the statutes is amended to read:
AB854,43,95 178.0902 (2) The name of a limited liability partnership must contain the
6phrase “Registered Limited Liability Partnership" or “Limited Liability
7Partnership" or the abbreviation “R.L.L.P.," “L.L.P.," “RLLP," or “LLP.or a variation
8of these abbreviations that differs only with respect to capitalization of letters or
9punctuation.
AB854,72 10Section 72 . 178.0902 (5) of the statutes is amended to read:
AB854,43,2011 178.0902 (5) In determining whether a name is the same as or not
12distinguishable on the records of the department from the name of another person,
13words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
14“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “ limited
15partnership," “LP," “L.P.," “limited liability partnership," “LLP," “L.L.P.," “ limited
16liability limited partnership," “LLLP," “L.L.L.P.," “registered limited liability limited
17partnership," “RLLLP," “R.L.L.L.P.," “limited liability company," “LLC," “L.L.C.,"
18“cooperative association," or “cooperative," or a variation of these abbreviations that
19differs only with respect to capitalization of letters or punctuation,
may not be taken
20into account.
AB854,73 21Section 73 . 178.09032 (5) of the statutes is amended to read:
AB854,43,2422 178.09032 (5) The partnership's right to the exclusive use of its partnership
23name terminates on the effective date of the revocation of its statement of
24qualification under sub. (2) (b).
AB854,74 25Section 74 . 178.09032 (6) of the statutes is created to read:
AB854,44,3
1178.09032 (6) The administrative revocation of a statement of qualification of
2a limited liability partnership does not terminate the authority of its registered
3agent.
AB854,75 4Section 75 . 178.0905 (2) of the statutes is amended to read:
AB854,44,125 178.0905 (2) The partnership may appeal the denial of reinstatement to the
6circuit court for the county where the partnership's principal office or, if none in this
7state, its registered office is located, within 30 days after service of the notice of denial
8is perfected effective under s. 178.0103 (6). To appeal, the partnership shall petition
9the court to set aside the revocation and attach to the petition copies of the
10department's notice of revocation under s. 178.09032 (2) (b), the partnership's
11application for reinstatement under s. 178.0904 (1), and the department's notice of
12denial under sub. (1).
AB854,76 13Section 76 . 178.0908 (2) of the statutes is amended to read:
AB854,44,1614 178.0908 (2) A registered agent for a limited liability partnership or registered
15foreign limited liability partnership must have an e-mail account and a place of
16business in this state.
AB854,77 17Section 77 . 178.0911 (1) (intro.) of the statutes is amended to read:
AB854,45,218 178.0911 (1) (intro.) If the name or e-mail address of a registered agent
19changes or if the street address of a registered agent's office changes, the registered
20agent may change the name or e-mail address of the registered agent or street
21address of the registered office of any limited liability partnership or foreign limited
22liability partnership for which he, she, or it is the registered agent. To make the
23change under this subsection, the registered agent shall notify the partnership or
24foreign partnership in writing of the change and deliver to the department for filing

1a statement of change that recites that the partnership or foreign partnership has
2been notified of the change and states all of the following:
AB854,78 3Section 78 . 178.0911 (1) (b) of the statutes is amended to read:
AB854,45,64 178.0911 (1) (b) The name, e-mail address, and street address of the agent as
5currently shown in the records of the department for the partnership or foreign
6partnership.
AB854,79 7Section 79 . 178.0911 (1) (c) of the statutes is amended to read:
AB854,45,98 178.0911 (1) (c) The Any new name, new e-mail address, or new street address,
9or both,
of the agent.
AB854,80 10Section 80 . 178.0912 (1) of the statutes is amended to read:
AB854,45,1611 178.0912 (1) A limited liability partnership or registered foreign limited
12liability partnership may be served with any process, notice, or demand required or
13permitted by law by serving its registered agent. The department may serve any
14written notice required or authorized under this chapter by e-mailing it to the
15registered agent's e-mail address on file with the department, and such notice shall
16be effective as provided in s. 178.0103 (6).
AB854,81 17Section 81 . 178.0913 (1) (b) of the statutes is amended to read:
AB854,45,1918 178.0913 (1) (b) The street address of its registered office in this state and the
19name and e-mail address of its registered agent at that office.
AB854,82 20Section 82 . 178.1003 (5) of the statutes is amended to read:
AB854,45,2221 178.1003 (5) The address of the partnership's registered office in this state and
22the name and e-mail address of its registered agent at that office.
AB854,83 23Section 83 . 178.1004 (intro.) of the statutes is amended to read:
AB854,46,2 24178.1004 Amendment or cancellation of foreign registration
25statement.
(intro.) A registered foreign limited liability partnership shall deliver

1to the department for filing an amendment to, or cancellation of, as appropriate, its
2foreign registration statement if there is a change in any of the following:
AB854,84 3Section 84 . 178.1004 (1) of the statutes is amended to read:
AB854,46,64 178.1004 (1) The name of the partnership and, if the name of the partnership
5filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted
6pursuant to s. 178.1006 (1)
.
AB854,85 7Section 85 . 178.1004 (4) of the statutes is amended to read:
AB854,46,108 178.1004 (4) The information required by s. 178.1003 (5), unless such
9information has previously been changed pursuant to s. 178.0116, 178.0909, or
10178.0913 (5).
AB854,86 11Section 86 . 178.1006 (1) of the statutes is amended to read:
AB854,46,1612 178.1006 (1) A foreign limited liability partnership whose name does not
13comply with s. 178.0902 (3) may not register to do business in this state until it
14adopts, for the purpose of doing business in this state, a fictitious name that complies
15with s. 178.0902 (3). After registering to do business in this state with a fictitious
16name, the partnership shall only do business in this state under the fictitious name.
AB854,87 17Section 87 . 178.1006 (2) of the statutes is amended to read:
AB854,46,2118 178.1006 (2) If a registered foreign limited liability partnership changes its
19name to one that does not comply with s. 178.0902 (3), it may not do business in this
20state until it complies with sub. (1) by amending its registration to adopt a fictitious
21name that complies with s. 178.0902 (3).
AB854,88 22Section 88 . 178.1009 (1) (c) of the statutes is amended to read:
AB854,47,223 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign
24limited liability partnership has merged or to which it has been converted and, if the

1name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s.
2178.1006 (1).
AB854,89 3Section 89 . 178.1009 (1) (f) of the statutes is amended to read:
AB854,47,64 178.1009 (1) (f) The street address of the applicant foreign entity's registered
5office in this state and the name and e-mail address of its registered agent at that
6address.
AB854,90 7Section 90 . 178.10101 (1) (d) of the statutes is amended to read:
AB854,47,128 178.10101 (1) (d) The foreign limited liability partnership does not inform the
9department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or
10registered office has changed, that its registered agent has resigned, or that its
11registered office has been discontinued, within 6 months of the change, resignation,
12or discontinuance.
AB854,91 13Section 91 . 178.10102 (1) of the statutes is amended to read:
AB854,47,1814 178.10102 (1) If the department determines that one or more grounds exist
15under s. 178.10101 for revocation of a foreign limited liability partnership's
16statement of foreign registration, the department may give the foreign limited
17liability partnership notice of the determination. The notice shall be in writing and
18addressed to the registered office agent of the foreign limited liability partnership.
AB854,92 19Section 92 . 178.10102 (2) (b) of the statutes is amended to read:
Loading...
Loading...