Chapter 178

178.0116 History History: 2015 a. 295.

178.0117 178.0117 Duty of department to file; review of refusal to file; delivery of record by department.

178.0117(1) (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

178.0117(2) (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the partnership to which the statement pertains.

178.0117(3) (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

178.0117(3)(a) (a) Return the record or notify the person that submitted the record of the refusal.

178.0117(3)(b) (b) Provide a brief explanation in a record of the reason for the refusal.

178.0117(4) (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

178.0117(5) (5) The filing of or refusal to file a record does not create a presumption of any of the following:

178.0117(5)(a) (a) That the record does or does not conform to the requirements of this chapter.

178.0117(5)(b) (b) That the information contained in the record is correct or incorrect.

178.0117(6) (6) Except as otherwise provided by s. 178.0912 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

178.0117(6)(a) (a) In person to the person that submitted it.

178.0117(6)(b) (b) To the address of the person’s registered agent.

178.0117(6)(c) (c) To the principal office of the person.

178.0117(6)(d) (d) To another address the person provides to the department for delivery.

178.0117 History History: 2015 a. 295.

178.0119 178.0119 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

178.0119 History History: 2015 a. 295.

178.0120 178.0120 Fees; certified copies; filing false documents.

178.0120(1) (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).

178.0120(2) (2) 

178.0120(2)(a) (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:

178.0120(2)(a)1. 1. Annual report of a domestic limited liability partnership, $25.

178.0120(2)(a)2. 2. Annual report of a foreign limited liability partnership, $65.

178.0120(2)(a)3. 3. Articles of merger, conversion, interest exchange, or domestication, $150.

178.0120(2)(a)4. 4. Domestic statement of qualification, $100.

178.0120(2)(a)5. 5. Foreign registration statement, $100.

178.0120(2)(a)6. 6. Foreign transfer of registration, $50.

178.0120(2)(a)7. 7. Reinstatement after revocation, $100.

178.0120(2)(a)8. 8. Renewal application, $40.

178.0120(2)(a)9. 9. Statement of amendment, cancellation, change, correction, denial, dissociation, dissolution, renewal, rescission, termination, or withdrawal, $40.

178.0120(2)(a)10. 10. Statement of partnership authority, $100.

178.0120(2)(a)11. 11. Amendment or statement of withdrawal of foreign registration statement, $40.

178.0120(2)(a)12. 12. Written application for reserved name or renewal of reserved name, $15.

178.0120(2)(a)13. 13. Notice of transfer of reserved or registered name, $10.

178.0120(2)(a)14. 14. Application for registered name or renewal of registered name, $50.

178.0120(2)(a)15. 15. Domestic or foreign limited liability partnership’s statement of change of registered office, $10.

178.0120(2)(a)16. 16. Agent’s statement of change of registered office, $10 for each affected domestic or foreign limited liability partnership, except if simultaneous filings are made, the fee is reduced to $1 for each affected domestic or foreign limited liability partnership in excess of 200.

178.0120(2)(a)17. 17. Agent’s statement of resignation, $10.

178.0120(2)(b) (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.

178.0120(2)(c) (c) The department may, by rule, specify a larger fee for filing records in paper format.

178.0120(3) (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

178.0120(4) (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.

178.0120 History History: 2015 a. 295; 2017 a. 59; 2021 a. 258.

178.0121 178.0121 Certificate of status.

178.0121(1) (1) Any person may obtain from the department, upon request, a certificate of status for a limited liability partnership or a foreign limited liability partnership.

178.0121(2) (2) A certificate of status shall include all of the following information:

178.0121(2)(a) (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.

178.0121(2)(b) (b) Whether each of the following is true:

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

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

178.0121(2)(b)3. 3. The domestic limited liability partnership has not filed a cancellation of its statement of qualification.

178.0121(2)(b)4. 4. The foreign limited liability partnership has not filed a statement of withdrawal of its registration statement under s. 178.1011 and, if not, the effective date of its registration statement.

178.0121(2)(c) (c) The domestic limited liability partnership’s effective date of its statement of qualification and the period of its duration if less than perpetual.

178.0121(3) (3) The certificate of status may include other facts of record in the department that are requested.

178.0121(4) (4) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited liability partnership or the foreign limited liability partnership is in existence or is authorized to transact business in this state.

178.0121(5) (5) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

178.0121 History History: 2015 a. 295; 2021 a. 258.

subch. II of ch. 178 SUBCHAPTER II

NATURE OF PARTNERSHIP

178.0201 178.0201 Partnership as entity.

178.0201(1) (1) A partnership is an entity distinct from its partners.

178.0201(2) (2) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under s. 178.0901.

178.0201 History History: 2015 a. 295.

178.0202 178.0202 Formation of partnership.

178.0202(1) (1) Except as otherwise provided in sub. (2), the association of 2 or more persons to carry on, as co-owners, a business for profit forms a partnership, whether or not the persons intend to form a partnership.

178.0202(2) (2) An association whose governing law is other than the law of this state is not a partnership under this chapter.

178.0202(3) (3) In determining whether a partnership is formed, the following rules apply:

178.0202(3)(a) (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

178.0202(3)(b) (b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

178.0202(3)(c) (c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment of or for any of the following:

178.0202(3)(c)1. 1. A debt by installments or otherwise.

178.0202(3)(c)2. 2. Services as an independent contractor or wages or other compensation to an employee.

178.0202(3)(c)3. 3. Rent.

178.0202(3)(c)4. 4. An annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner.

178.0202(3)(c)5. 5. Interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral.

178.0202(3)(c)6. 6. The sale of the goodwill of a business or other property by installments or otherwise.

178.0202 History History: 2015 a. 295.

178.0203 178.0203 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.

178.0203 History History: 2015 a. 295.

178.0204 178.0204 When property is partnership property.

178.0204(1) (1) Property is partnership property if acquired in the name of any of the following:

178.0204(1)(a) (a) The partnership.

178.0204(1)(b) (b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

178.0204(2) (2) Property is acquired in the name of the partnership by a transfer to any of the following:

178.0204(2)(a) (a) The partnership in its name.

178.0204(2)(b) (b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

178.0204(3) (3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.