SB810,156,18 179.1005 Activities not constituting doing business. (1) Activities of a foreign limited partnership which do not constitute doing business in this state under this subchapter include all of the following:

SB810,156,20 (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.

SB810,156,22 (b) Carrying on any activity concerning its internal affairs, including holding meetings of its partners.

SB810,156,23 (c) Maintaining accounts in financial institutions.

SB810,157,3 (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.

SB810,157,4 (e) Selling through independent contractors.

SB810,157,6 (f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.

SB810,157,8 (g) Creating or acquiring indebtedness, mortgages, or security interests in property.

SB810,157,10 (h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.

SB810,157,12 (i) Conducting an isolated transaction that is not in the course of similar transactions.

SB810,157,13 (j) Owning, without more, property.

SB810,157,14 (k) Doing business in interstate commerce.

SB810,157,16 (2) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.

SB810,157,19 (3) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.

SB810,157,25 179.1006 Noncomplying name of foreign limited partnership. (1) A foreign limited partnership whose name does not comply with s. 179.0114 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. 179.0114. 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.

SB810,158,4 (2) If a registered foreign limited partnership changes its name to one that does not comply with s. 179.0114, 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. 179.0114.

SB810,158,11 179.1007 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. A registered foreign limited 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. 179.1009.

SB810,158,18 179.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (1) (a) A registered foreign limited 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. 179.1011.

SB810,158,21 (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.

SB810,158,25 (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 partnership was registered to do business in this state may be made pursuant to s. 179.0121, as provided in s. 179.1011 (2).

SB810,159,6 179.1009 Transfer of registration. (1) When a registered foreign limited 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:

SB810,159,8 (a) The name of the registered foreign limited partnership before the merger or conversion.

SB810,159,10 (b) That before the merger or conversion the registration pertained to a foreign limited partnership.

SB810,159,13 (c) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).

SB810,159,15 (d) The type of entity of the applicant foreign entity and the jurisdiction of its governing law.

SB810,159,19 (e) The street and mailing addresses of the principal office of the applicant foreign entity and, if the foreign limited 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.

SB810,159,21 (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.

SB810,159,25 (2) When an application for transfer of registration takes effect, the registration of the foreign limited 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.

SB810,160,3 179.10101 Grounds for termination. (1) The department may terminate the registration of a registered foreign limited partnership in the manner provided in s. 179.10102 if any of the following applies: