SB566: Bill Text

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.

SB566,88,20 (d) The name and street and mailing addresses of each general partner.

SB566,88,21 (e) Whether the limited partnership is a limited liability limited partnership.

SB566,88,25 (3) A certificate of limited partnership may contain statements as to matters other than those required by sub. (2), but may not vary or otherwise affect the provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that section.

SB566,89,1 (4) A limited partnership is formed when all of the following occur:

SB566,89,2 (a) The certificate of limited partnership becomes effective.

SB566,89,3 (b) At least 2 persons have become partners.

SB566,89,4 (c) At least one person has become a general partner.

SB566,89,5 (d) At least one person has become a limited partner.

SB566,89,8 179.0202 Amendment or restatement of certificate of limited partnership. (1) A certificate of limited partnership may be amended or restated at any time.

SB566,89,10 (2) To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following:

SB566,89,11 (a) The name of the partnership.

SB566,89,12 (b) The text of the amendment.

SB566,89,14 (3) To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading.

SB566,89,16 (4) A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following:

SB566,89,17 (a) The admission of a new general partner.

SB566,89,18 (b) The dissociation of a person as a general partner.

SB566,89,20 (c) The appointment of a person to wind up the limited partnership's activities and affairs under s. 179.0802 (3) or (4).

SB566,89,24 (5) If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy:

SB566,89,25 (a) Cause the certificate to be amended.

SB566,90,2 (b) If appropriate, deliver to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.

SB566,90,5 179.0203 Signing of records to be delivered for filing to the department. (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

SB566,90,7 (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.

SB566,90,10 (b) An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

SB566,90,14 (c) An amendment to the certificate of limited partnership designating as general partner a person admitted under s. 179.0801 (1) (c) 2. following the dissociation of a limited partnership's last general partner must be signed by that person.

SB566,90,17 (d) An amendment to the certificate of limited partnership required by s. 179.0802 (3) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person.