SB566: Bill Text

SB566,36 Section 36 . 178.0120 (2) (b) of the statutes is repealed and recreated to read:

SB566,35,18 178.0120 (2) (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. 178.0121.

SB566,37 Section 37 . 178.0121 (title) of the statutes is amended to read:

SB566,35,20 178.0121 (title) Confirmation Certificate of status.

SB566,38 Section 38 . 178.0121 (2) (a) of the statutes is amended to read:

SB566,35,24 178.0121 (2) (a) The domestic limited liability partnership's partnership name or the foreign limited liability partnership's partnership name and fictitious name, if any, used in this state.

SB566,39 Section 39 . 178.0121 (2) (b) 1. of the statutes is amended to read:

SB566,36,3 178.0121 (2) (b) 1. The domestic limited liability partnership is a limited liability partnership under whose governing law is the laws law of this state, or the foreign limited liability partnership is authorized to transact business in this state.

SB566,40 Section 40 . 178.0121 (2) (b) 2. of the statutes is amended to read:

SB566,36,7 178.0121 (2) (b) 2. The domestic limited liability partnership or the foreign limited liability partnership has, during its most recently completed report year, filed with the department the an annual report required by s. 178.0913.

SB566,41 Section 41 . 178.0121 (2) (b) 3. of the statutes is amended to read:

SB566,36,11 178.0121 (2) (b) 3. The domestic limited liability partnership has not filed a cancellation of its statement of qualification and is not the subject of a proceeding under s. 178.09032 to revoke its statement of qualification.

SB566,42 Section 42 . 178.0121 (2) (b) 4. of the statutes is amended to read:

SB566,36,16 178.0121 (2) (b) 4. The foreign limited liability partnership has not filed a cancellation statement of withdrawal of its registration statement under s. 178.1011 and is not the subject of a proceeding under s. 178.10102 to revoke, if not, the effective date of its registration statement.

SB566,43 Section 43 . 178.0121 (2) (c) of the statutes is amended to read:

SB566,36,20 178.0121 (2) (c) The domestic limited liability partnership's effective date of its statement of qualification or the foreign limited liability partnership's effective date of its registration statement and the period of its duration if less than perpetual.

SB566,44 Section 44 . 178.0301 (1) of the statutes is amended to read:

SB566,37,3 178.0301 (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument a record, in the partnership partnership's name, for apparently carrying on in the ordinary course the partnership partnership's business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.

SB566,45 Section 45 . 178.0303 (1) (b) 2. of the statutes is amended to read:

SB566,37,6 178.0303 (1) (b) 2. If the partnership is not a limited liability partnership, the street and, mailing, and e-mail addresses of its principal office.

SB566,46 Section 46 . 178.0303 (1) (b) 3. of the statutes is amended to read:

SB566,37,10 178.0303 (1) (b) 3. If the partnership is a limited liability partnership, the street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,47 Section 47 . 178.0303 (2) (b) of the statutes is amended to read:

SB566,37,13 178.0303 (2) (b) If the partnership is not a limited liability partnership, the street and, mailing, and e-mail addresses of the partnership's principal office.

SB566,48 Section 48 . 178.0303 (2) (c) of the statutes is amended to read:

SB566,37,17 178.0303 (2) (c) If the partnership is a limited liability partnership, the street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,49 Section 49 . 178.0303 (2m) (a) 2. of the statutes is amended to read:

SB566,37,20 178.0303 (2m) (a) 2. If the partnership is not a limited liability partnership, the street and, mailing, and e-mail addresses of the partnership's principal office.

SB566,50 Section 50 . 178.0303 (2m) (a) 3. of the statutes is amended to read:

SB566,37,24 178.0303 (2m) (a) 3. If the partnership is a limited liability partnership, the street and mailing address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,51 Section 51 . 178.0401 (3) of the statutes is amended to read:

SB566,38,5 178.0401 (3) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of this section or s. 178.0406, 178.0407, or 178.0409.

SB566,52 Section 52 . 178.0401 (5) of the statutes is amended to read:

SB566,38,11 178.0401 (5) A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under s. 178.0105 (3) (g) (h), the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.

SB566,53 Section 53 . 178.0401 (11m) of the statutes is created to read:

SB566,38,25 178.0401 (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.

SB566,54 Section 54. 178.0402 (2) (a) of the statutes is amended to read:

SB566,39,2 178.0402 (2) (a) As provided in the a partnership agreement.

SB566,55 Section 55 . 178.0405 (3) of the statutes is amended to read:

SB566,39,8 178.0405 (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 (6), 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.

SB566,56 Section 56 . 178.0409 (3) of the statutes is amended to read:

SB566,39,13 178.0409 (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).

SB566,57 Section 57 . 178.0601 (4) (c) 2. of the statutes is amended to read:

SB566,39,18 178.0601 (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.

SB566,58 Section 58 . 178.0701 (5) of the statutes is amended to read:

SB566,39,24 178.0701 (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).

SB566,59 Section 59 . 178.0701 (7) (d) of the statutes is amended to read:

SB566,40,5 178.0701 (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.

SB566,60 Section 60 . 178.0701 (9) of the statutes is amended to read:

SB566,40,22 178.0701 (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).

SB566,61 Section 61 . 178.0804 (1) (intro.) of the statutes is amended to read:

SB566,41,3 178.0804 (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:

SB566,62 Section 62 . 178.0806 (3) (a) of the statutes is amended to read:

SB566,41,10 178.0806 (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.

SB566,63 Section 63 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).

SB566,64 Section 64 . 178.0807 (2) (c) of the statutes is amended to read:

SB566,41,15 178.0807 (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).

SB566,65 Section 65 . 178.0807 (3) (b) 1. and 2. of the statutes are amended to read:

SB566,41,20 178.0807 (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).

SB566,41,22 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).

SB566,66 Section 66 . 178.0807 (4) of the statutes is amended to read:

SB566,42,2 178.0807 (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.

SB566,67 Section 67 . 178.0808 (title) of the statutes is amended to read:

SB566,42,5 178.0808 (title) Other claims Claims against dissolved limited liability partnership generally.

SB566,68 Section 68 . 178.0808 (1) of the statutes is amended to read:

SB566,42,9 178.0808 (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.

SB566,69 Section 69 . 178.0808 (2) (a) of the statutes is amended to read:

SB566,42,15 178.0808 (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.

SB566,70 Section 70 . 178.0809 (1) of the statutes is amended to read:

SB566,42,25 178.0809 (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.

SB566,71 Section 71. 178.0901 (3) (c) of the statutes is amended to read:

SB566,43,3 178.0901 (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.

SB566,72 Section 72 . 178.0902 (1) of the statutes is amended to read:

SB566,43,9 178.0902 (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.

SB566,73 Section 73 . 178.0902 (2) of the statutes is amended to read:

SB566,43,15 178.0902 (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.

SB566,74 Section 74 . 178.0902 (5) of the statutes is amended to read:

SB566,44,2 178.0902 (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.

SB566,75 Section 75 . 178.09032 (5) of the statutes is amended to read:

SB566,44,6 178.09032 (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).

SB566,76 Section 76 . 178.09032 (6) of the statutes is created to read:

SB566,44,10 178.09032 (6) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.

SB566,77 Section 77 . 178.0905 (2) of the statutes is amended to read:

SB566,44,19 178.0905 (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).

SB566,78 Section 78 . 178.0908 (2) of the statutes is amended to read:

SB566,44,23 178.0908 (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.

SB566,79 Section 79 . 178.0911 (1) (intro.) of the statutes is amended to read:

SB566,45,9 178.0911 (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:

SB566,80 Section 80 . 178.0911 (1) (b) of the statutes is amended to read: