Chapter 178

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.

178.1009(1)(c) (c) The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with s. 178.0902, a fictitious name adopted pursuant to s. 178.1006 (1).

178.1009(1)(d) (d) The type of entity of the applicant foreign entity and the jurisdiction of its governing law.

178.1009(1)(e) (e) The street and mailing addresses of the principal office of the applicant foreign entity and, if the partnership’s governing law requires the entity to maintain an office in the jurisdiction of that governing law, the street and mailing addresses of that office.

178.1009(1)(f) (f) The street address of the applicant foreign entity’s registered office in this state and the name and e-mail address of its registered agent at that address.

178.1009(2) (2) When an application for transfer of registration takes effect, the registration of the foreign limited liability partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.

178.1009 History History: 2015 a. 295; 2017 a. 365; 2021 a. 258.

178.10101 178.10101 Grounds for revocation.

178.10101(1) (1) Except as provided in sub. (2), the department may bring a proceeding under s. 178.10102 to revoke the statement of foreign registration of a foreign limited liability partnership authorized to do business in this state if any of the following applies:

178.10101(1)(a) (a) The foreign limited liability partnership fails to file its annual report with the department within 4 months after it is due.

178.10101(1)(b) (b) The foreign limited liability partnership does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.

178.10101(1)(c) (c) The foreign limited liability partnership is without a registered agent or registered office in this state for at least 6 months.

178.10101(1)(d) (d) The foreign limited liability partnership does not inform the department under s. 178.0909, 178.0910, or 178.1004 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.

178.10101(1)(e) (e) The foreign limited liability partnership’s statement of foreign registration contains fraudulent or materially false information.

178.10101(1)(f) (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of partnership records in the jurisdiction of the foreign limited liability partnership’s governing law stating that it has been dissolved or disappeared as the result of a merger or other event.

178.10101(1)(g) (g) The foreign limited liability partnership violates s. 940.302 (2) or 948.051 (2).

178.10101(2) (2) If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability partnership that the certificate is submitted to terminate its authority to do business in this state, the department shall revoke the foreign limited liability partnership’s foreign registration statement under s. 178.10102 (2) (b).

178.10101(3) (3) A court may revoke under s. 946.87 the statement of foreign registration of a foreign limited liability partnership authorized to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign limited liability partnership’s statement of foreign registration under s. 178.10102.

178.10101 History History: 2015 a. 295; 2021 a. 258.

178.10102 178.10102 Procedure for and effect of revocation.

178.10102(1) (1) If the department determines that one or more grounds exist under s. 178.10101 for revocation of a foreign limited liability partnership’s statement of foreign registration, the department may give the foreign limited liability partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the foreign limited liability partnership.

178.10102(2) (2) 

178.10102(2)(a) (a) Within 60 days after the notice under sub. (1) takes effect under s. 178.0103 (6), the foreign limited liability partnership shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.

178.10102(2)(b) (b) If the foreign limited liability partnership fails to satisfy par. (a), the department may revoke the foreign limited liability partnership’s statement of foreign registration by entering a notation in the department’s records to reflect each ground for revocation and the effective date of the revocation. The department shall give the foreign limited liability partnership notice of each ground for revocation and the effective date of the revocation. The notice shall be in writing and addressed to the registered agent of the foreign limited liability partnership.

178.10102(2)(c) (c)