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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AB566,35 10Section 35 . 178.0120 (2) (a) of the statutes is repealed and recreated to read: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:
AB566,37,65 178.0303 (1) (b) 2. If the partnership is not a limited liability partnership, the
6street and, mailing, and e-mail addresses of its principal office.
AB566,46 7Section 46 . 178.0303 (1) (b) 3. of the statutes is amended to read:
AB566,37,108 178.0303 (1) (b) 3. If the partnership is a limited liability partnership, the
9street address of its registered office in this state and the name and e-mail address
10of its registered agent at that office.
AB566,47 11Section 47 . 178.0303 (2) (b) of the statutes is amended to read:
AB566,37,1312 178.0303 (2) (b) If the partnership is not a limited liability partnership, the
13street and, mailing, and e-mail addresses of the partnership's principal office.
AB566,48 14Section 48 . 178.0303 (2) (c) of the statutes is amended to read:
AB566,37,1715 178.0303 (2) (c) If the partnership is a limited liability partnership, the street
16address of its registered office in this state and the name and e-mail address of its
17registered agent at that office.
AB566,49 18Section 49 . 178.0303 (2m) (a) 2. of the statutes is amended to read:
AB566,37,2019 178.0303 (2m) (a) 2. If the partnership is not a limited liability partnership,
20the street and, mailing, and e-mail addresses of the partnership's principal office.
AB566,50 21Section 50 . 178.0303 (2m) (a) 3. of the statutes is amended to read:
AB566,37,2422 178.0303 (2m) (a) 3. If the partnership is a limited liability partnership, the
23street and mailing address of its registered office in this state and the name and
24e-mail address
of its registered agent at that office.
AB566,51 25Section 51 . 178.0401 (3) of the statutes is amended to read:
AB566,38,5
1178.0401 (3) A partnership shall indemnify and hold harmless a person with
2respect to any claim or demand against the person and any debt, obligation, or other
3liability incurred by the person by reason of the person's former or present capacity
4as a partner, if the claim, demand, debt, obligation, or other liability does not arise
5from the person's breach of this section or s. 178.0406, 178.0407, or 178.0409.
AB566,52 6Section 52 . 178.0401 (5) of the statutes is amended to read:
AB566,38,117 178.0401 (5) A partnership may purchase and maintain insurance on behalf
8of a partner against liability asserted against or incurred by the partner in that
9capacity or arising from that status even if, under s. 178.0105 (3) (g) (h), the
10partnership agreement could not eliminate or limit the person's liability to the
11partnership for the conduct giving rise to the liability.
AB566,53 12Section 53 . 178.0401 (11m) of the statutes is created to read:
AB566,38,2513 178.0401 (11m) Unless otherwise provided in the partnership agreement, any
14action that is to be voted on or consented to by some or all of the partners may be
15taken without a meeting of the partners entitled to vote or consent if all of such
16partners consent to the action. The consent shall be evidenced by one or more written
17consents describing the action, signed by each of such partners, and delivered to the
18partnership for inclusion in the partnership records. Unless otherwise provided in
19the partnership agreement, if a person, whether or not then a partner, so consenting
20as a partner directs, whether through instruction to an agent or otherwise, that such
21consent will be effective at a future time, including a time determined upon the
22happening of an event, then the person shall be deemed to have consented as a
23partner at this future time so long as the person is then a partner and did not revoke
24the consent prior to that time. Any such consent shall be revocable prior to its
25becoming effective.
AB566,54
1Section 54. 178.0402 (2) (a) of the statutes is amended to read:
AB566,39,22 178.0402 (2) (a) As provided in the a partnership agreement.
AB566,55 3Section 55 . 178.0405 (3) of the statutes is amended to read:
AB566,39,84 178.0405 (3) A person does not have a right to demand or receive a distribution
5from a partnership in any form other than money. Except as otherwise provided in
6s. 178.0806 (6), a partnership may distribute an asset in kind only if each part of the
7asset is fungible with each other part and each person receives a percentage of the
8asset equal in value to the person's share of distributions.
AB566,56 9Section 56 . 178.0409 (3) of the statutes is amended to read:
AB566,39,1310 178.0409 (3) The duty of care of a partner in the conduct or winding up of the
11partnership business is to refrain from engaging in grossly negligent or reckless
12conduct or
in conduct for which relief or exoneration from liability is not permitted
13under s. 178.0105 (3) (h).
AB566,57 14Section 57 . 178.0601 (4) (c) 2. of the statutes is amended to read:
AB566,39,1815 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been
16withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's
17charter or the equivalent or right to conduct business has not been reinstated, within
1890 days after the notification under subd. 1.
AB566,58 19Section 58 . 178.0701 (5) of the statutes is amended to read:
AB566,39,2420 178.0701 (5) If no agreement for the purchase of the interest of a person
21dissociated as a partner is reached within 120 days after a written demand for
22payment, the partnership shall pay, or cause to be paid, in money to the person the
23amount the partnership estimates to be the buyout price and accrued interest,
24reduced by any offsets and accrued interest under sub. (3).
AB566,59 25Section 59 . 178.0701 (7) (d) of the statutes is amended to read:
AB566,40,5
1178.0701 (7) (d) Written notice that the payment is in full satisfaction of the
2obligation to purchase unless, not later than 120 days after the written notice, the
3person dissociated as a partner commences an action to determine the buyout price,
4any offsets and accrued interest under sub. (3), or other terms of the obligation to
5purchase.
AB566,60 6Section 60 . 178.0701 (9) of the statutes is amended to read:
AB566,40,227 178.0701 (9) A person dissociated as a partner may maintain an action against
8the partnership, pursuant to s. 178.0410 (2), to determine the buyout price of that
9person's interest, any offsets and accrued interest under sub. (3), or other terms of
10the obligation to purchase. The action must be commenced not later than 120 days
11after the partnership has tendered payment or an offer to pay in accordance with
12subs. (5) to (8) to the extent applicable or within one year after written demand for
13payment if no payment or offer to pay is tendered. The court shall determine the
14buyout price of the person's interest, any offset due under sub. (3), and accrued
15interest, and enter judgment for any additional payment or refund. If deferred
16payment is authorized under sub. (8), the court shall also determine the security for
17payment and other terms of the obligation to purchase. The court may assess
18reasonable attorney fees and the fees and expenses of appraisers or other experts for
19a party to the action, in amounts the court finds equitable, against a party that the
20court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be
21based on the partnership's failure to tender payment or an offer to pay or to comply
22with sub. (7).
AB566,61 23Section 61 . 178.0804 (1) (intro.) of the statutes is amended to read:
AB566,41,3
1178.0804 (1) (intro.) A partnership is bound by a partner's act with respect to
2a transaction with another person party after dissolution if any of the following
3applies:
AB566,62 4Section 62 . 178.0806 (3) (a) of the statutes is amended to read:
AB566,41,105 178.0806 (3) (a) Each person that was a partner when the obligation was
6incurred and that has not been released from the obligation under s. 178.0703 (3) or
7(4)
shall contribute to the partnership for the purpose of enabling the partnership to
8satisfy the obligation. The contribution due from each of those persons is in
9proportion to the right to receive distributions in the capacity of a partner in effect
10for each of those persons when the obligation was incurred.
AB566,63 11Section 63 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).
AB566,64 12Section 64 . 178.0807 (2) (c) of the statutes is amended to read:
AB566,41,1513 178.0807 (2) (c) State the deadline for receipt of a claim, which may not be less
14than 120 days after the date the notice is received by the claimant effective under s.
15178.0103 (6)
.
AB566,65 16Section 65 . 178.0807 (3) (b) 1. and 2. of the statutes are amended to read:
AB566,41,2017 178.0807 (3) (b) 1. The partnership causes notifies the claimant to receive a
18notice
in a record stating that the claim is rejected and will be barred unless the
19claimant commences an action against the partnership to enforce the claim within
2090 days after the claimant receives the notice is effective under s. 178.0103 (6).
AB566,41,2221 2. The claimant does not commence the required action within 90 days after
22the claimant receives the notice of rejection is effective under s. 178.0103 (6).
AB566,66 23Section 66 . 178.0807 (4) of the statutes is amended to read:
AB566,42,224 178.0807 (4) This section does not apply to a claim based on an event occurring
25after the date of dissolution or a liability that on that date is contingent, or a liability

1for an additional assessment under s. 71.74 or for sales and use taxes determined as
2owing under s. 77.59
.
AB566,67 3Section 67 . 178.0808 (title) of the statutes is amended to read:
AB566,42,5 4178.0808 (title) Other claims Claims against dissolved limited liability
5partnership
generally.
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