AB566,32,3 178.0104 (2m) The fact that one or more of the partners of a partnership are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1m).

AB566,32,7 (3m) The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1m) shall be brought solely and exclusively in the courts of this state.

AB566,25 Section 25. 178.0105 (3) (a) of the statutes is amended to read:

AB566,32,10 178.0105 (3) (a) Vary the law applicable under ss. 178.0104 (1) (1m) (a) and 178.0110.

AB566,26 Section 26 . 178.0105 (3) (b) of the statutes is repealed.

AB566,27 Section 27 . 178.0105 (3) (d) of the statutes is amended to read:

AB566,32,17 178.0105 (3) (d) Unreasonably restrict the duties and rights under s. 178.0408, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages and security, for a breach of any reasonable restriction on use.

AB566,28 Section 28 . 178.0105 (3) (f) of the statutes is amended to read:

AB566,32,23 178.0105 (3) (f) Eliminate, or restrict remedies for the breach of, the contractual obligation of good faith and fair dealing under s. 178.0409 (4), but the partnership agreement may prescribe the standards, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation.

AB566,29 Section 29 . 178.0105 (3) (h) (intro.) of the statutes is amended to read:

AB566,33,2 178.0105 (3) (h) (intro.) Relieve or exonerate a person partner from liability for conduct that constitutes any of the following:

AB566,30 Section 30 . 178.0105 (3) (n) of the statutes is amended to read:

AB566,33,7 178.0105 (3) (n) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 178.1123 (1), 178.1133 (1), 178.1143 (1), or 178.1153 (1), except by written provision in the partnership agreement that does not impair the rights of a the partner under s. 178.1161.

AB566,31 Section 31 . 178.0105 (3) (np) of the statutes is created to read:

AB566,33,11 178.0105 (3) (np) Impair the rights of a partner under s. 178.1161, except to require that the notice of acceptance under s. 178.1161 (2) be in a record or be given fewer than 60, but not fewer than 10, days of receipt of the offer.

AB566,32 Section 32 . 178.0105 (4) (c) (intro.) of the statutes is amended to read:

AB566,33,14 178.0105 (4) (c) (intro.) Except as provided in sub. (3) (h), if If not manifestly unreasonable, the partnership agreement may do any of the following:

AB566,33 Section 33 . 178.0110 (2) (b) of the statutes is amended to read:

AB566,34,2 178.0110 (2) (b) If a partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 178, 2013 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2018, the partnership shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.

AB566,34 Section 34 . 178.0120 (1) of the statutes is amended to read:

AB566,34,9 178.0120 (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. Subject to sub. (2) (a), the The department may also collect charge a fee in connection with any request under s. 178.0121 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).

AB566,35 Section 35 . 178.0120 (2) (a) of the statutes is repealed and recreated to read:

AB566,34,13 178.0120 (2) (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:

AB566,34,14 1. Annual report of a domestic limited liability partnership, $25.

AB566,34,15 2. Annual report of a foreign limited liability partnership, $65.

AB566,34,16 3. Articles of merger, conversion, interest exchange, or domestication, $150.

AB566,34,17 4. Domestic statement of qualification, $100.

AB566,34,18 5. Foreign registration statement, $100.

AB566,34,19 6. Foreign transfer of registration, $50.