Chapter 178

178.0912(2) (2) Except as provided in sub. (3), if a limited liability partnership or registered foreign limited liability 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:

178.0912(2)(a) (a) The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.

178.0912(2)(b) (b) The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.

178.0912(2)(c) (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.

178.0912(3) (3) If process, notice, or demand in an action cannot be served on a limited liability partnership or registered foreign limited liability 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 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.

178.0912(4) (4) Service of process, notice, or demand on a registered agent must be in a written record.

178.0912(5) (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

178.0912 History History: 2015 a. 295; 2021 a. 258.

178.0913 178.0913 Annual report for department.

178.0913(1) (1) A limited liability partnership or registered foreign limited liability partnership shall deliver to the department for filing an annual report that states all of the following:

178.0913(1)(a) (a) The name of the partnership or registered foreign partnership.

178.0913(1)(b) (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

178.0913(1)(c) (c) The street address of its principal office.

178.0913(1)(d) (d) The name of at least one partner.

178.0913(1)(e) (e) In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 178.1006 (1).

178.0913(2) (2) Information in the annual report must be current as of the date the report is signed by the limited liability partnership or registered foreign limited liability partnership.

178.0913(3) (3) 

178.0913(3)(a) (a) A domestic limited liability partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited liability partnership’s statement of qualification became effective, during the calendar year quarter in which the anniversary date of the statement of qualification’s effective date occurs.

178.0913(3)(b) (b) A registered foreign limited liability partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability partnership registered to do business in this state.

178.0913(4) (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited liability partnership or registered foreign limited liability partnership in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 178.0103 (6), the annual report is timely filed.

178.0913(5) (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 178.0909.

178.0913 History History: 2015 a. 295; 2021 a. 258.

subch. X of ch. 178 SUBCHAPTER X

FOREIGN LIMITED
LIABILITY PARTNERSHIP

178.1001 178.1001 Governing law.

178.1001(1) (1) The governing law of a foreign limited liability partnership governs all of the following:

178.1001(1)(a) (a) The internal affairs of the partnership.

178.1001(1)(b) (b) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership.

178.1001(2) (2) A foreign limited liability partnership is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state.

178.1001(3) (3) Registration of a foreign limited liability partnership to do business in this state does not authorize the foreign partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state.

178.1001 History History: 2015 a. 295.

178.1002 178.1002 Registration to do business in this state.

178.1002(1) (1) A foreign limited liability partnership may not do business in this state until it registers with the department under this chapter.

178.1002(2) (2) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.

178.1002(3) (3) The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state.

178.1002(4) (4) A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.

178.1002(5) (5) Section 178.1001 (1) and (2) applies even if a foreign limited liability partnership fails to register under this subchapter.

178.1002(5m) (5m) 

178.1002(5m)(a) (a) A foreign limited liability partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:

178.1002(5m)(a)1. 1. All fees and other charges that would have been imposed by this chapter on the foreign limited liability partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.

178.1002(5m)(a)2. 2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.

178.1002(5m)(b) (b) The foreign limited liability partnership shall pay the amount owed under par. (a) to the department, and the department may not file a foreign registration statement for the foreign limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign limited liability partnership’s obligation to pay to the department any amount owed under this subsection.

178.1002 History History: 2015 a. 295.

178.1003 178.1003 Foreign registration statement. To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following:

178.1003(1) (1) The name of the partnership and, if the name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

178.1003(2) (2) That the partnership is a foreign limited liability partnership.

178.1003(3) (3) The jurisdiction of the partnership’s governing law.

178.1003(4) (4) The street and mailing addresses of the partnership’s principal office and, if the partnership’s governing law requires the partnership to maintain an office in the jurisdiction of such governing law, the street and mailing addresses of the required office.

178.1003(5) (5) The address of the partnership’s registered office in this state and the name and e-mail address of its registered agent at that office.

178.1003 History History: 2015 a. 295; 2021 a. 258.

178.1004 178.1004 Amendment of foreign registration statement. A registered foreign limited liability partnership shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following:

178.1004(1) (1) The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

178.1004(1r) (1r) The cessation of the partnership’s status as a foreign limited liability partnership.

178.1004(2) (2) The jurisdiction of the partnership’s governing law.

178.1004(3) (3) An address required by s. 178.1003 (4).

178.1004(4) (4) The information required by s. 178.1003 (5), unless such information has previously been changed pursuant to s. 178.0116, 178.0909, or 178.0913 (5).

178.1004 History History: 2015 a. 295; 2021 a. 258.

178.1005 178.1005 Activities not constituting doing business.

178.1005(1) (1) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this subchapter include all of the following:

178.1005(1)(a) (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.

178.1005(1)(b) (b) Carrying on any activity concerning its internal affairs, including holding meetings of its partners.

178.1005(1)(c) (c) Maintaining accounts in financial institutions.

178.1005(1)(d) (d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositaries with respect to those securities.

178.1005(1)(e) (e) Selling through independent contractors.

178.1005(1)(f) (f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.

178.1005(1)(g) (g) Creating or acquiring indebtedness, mortgages, or security interests in property.

178.1005(1)(h) (h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.

178.1005(1)(i) (i) Conducting an isolated transaction that is not in the course of similar transactions.

178.1005(1)(j) (j) Owning, without more, property.

178.1005(1)(k) (k) Doing business in interstate commerce.

178.1005(2) (2) A person does not do business in this state solely by being a partner of a foreign limited liability partnership that does business in this state.

178.1005(3) (3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.

178.1005 History History: 2015 a. 295.

178.1006 178.1006 Noncomplying name of foreign limited liability partnership.

178.1006(1) (1) A foreign limited liability partnership whose name does not comply with s. 178.0902 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 178.0902. After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name.

178.1006(2) (2) If a registered foreign limited liability partnership changes its name to one that does not comply with s. 178.0902, it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 178.0902.

178.1006 History History: 2015 a. 295; 2021 a. 258.

178.1007 178.1007 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. A registered foreign limited liability partnership that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity whose formation requires the delivery of a record to the department for filing is deemed to have withdrawn its registration on the effective date of the conversion or merger, unless the registration is transferred to such partnership pursuant to s. 178.1009.

178.1007 History History: 2015 a. 295.

178.1008 178.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

178.1008(1) (1) 

178.1008(1)(a) (a) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 178.1011.

178.1008(1)(b) (b) In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the partnership has converted or merged and the jurisdiction of its governing law.

178.1008(2) (2) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to s. 178.0912, as provided in s. 178.1011 (2).

178.1008 History History: 2015 a. 295.

178.1009 178.1009 Transfer of registration.

178.1009(1) (1) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this state, the foreign entity shall deliver to the department for filing an application for transfer of registration. The application must state all of the following:

178.1009(1)(a) (a) The name of the registered foreign limited liability partnership before the merger or conversion.

178.1009(1)(b) (b) That before the merger or conversion the registration pertained to a foreign limited liability partnership.