SB810,153,3 (d) That the proceeding be dismissed.

SB810,153,15 (5) After making a determination under sub. (4), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under sub. (1) and allow the action to continue under the control of the plaintiff.

SB810,153,18 179.0906 Proceeds and expenses. (1) (a) Except as otherwise provided in sub. (2), any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff.

SB810,153,20 (b) Except as otherwise provided in sub. (2), if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.

SB810,153,23 (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited partnership.

SB810,153,24 subchapter X

SB810,153,25 FOREIGN LIMITED PARTNERSHIPS

SB810,154,2 179.1001 Governing law. (1) The governing law of a foreign limited partnership governs all of the following:

SB810,154,3 (a) The internal affairs of the partnership.

SB810,154,5 (b) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership.

SB810,154,8 (2) A foreign limited 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.

SB810,154,12 (3) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.

SB810,154,15 179.1002 Registration to do business in this state. (1) A foreign limited partnership may not do business in this state until it registers with the department under this chapter.

SB810,154,18 (2) A foreign limited 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.

SB810,154,22 (3) The failure of a foreign limited 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.

SB810,154,25 (4) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.

SB810,155,2 (5) Section 179.1001 (1) and (2) applies even if a foreign limited partnership fails to register under this subchapter.

SB810,155,6 (5m) (a) A foreign limited 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:

SB810,155,9 1. All fees and other charges that would have been imposed by this chapter on the foreign limited partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.

SB810,155,10 2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.

SB810,155,15 (b) The foreign limited 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 partnership until the amount owed is paid. The attorney general may enforce a foreign limited partnership's obligation to pay to the department any amount owed under this subsection.

SB810,155,18 179.1003 Foreign registration statement. To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following:

SB810,155,20 (1) The name of the partnership and, if the name does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).

SB810,155,21 (2) That the partnership is a foreign limited partnership.

SB810,155,22 (3) The jurisdiction of the partnership's governing law.

SB810,156,2 (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.

SB810,156,4 (5) 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.

SB810,156,7 179.1004 Amendment of foreign registration statement. A registered foreign limited 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:

SB810,156,10 (1) The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).