2010 Wisconsin Code
Chapter 178. Uniform partnership act.
178.45 Foreign registered limited liability partnerships.

178.45

178.45 Foreign registered limited liability partnerships.

178.45(1)

(1) Before transacting business in this state, a foreign registered limited liability partnership shall do all of the following:

178.45(1)(a)

(a) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged.

178.45(1)(b)

(b) Obtain a certificate of authority from the department by filing a registration statement under s. 178.40.

178.45(1m)

(1m) Upon application by a district attorney or the attorney general, a court shall revoke a foreign registered limited liability partnership's certificate of authority if the foreign registered limited liability partnership has violated s. 940.302 (2) or 948.051 (2).

178.45(2)

(2) A foreign registered limited liability partnership holding a valid certificate of authority under this section is subject to ss. 178.40 to 178.53.

178.45(3)

(3) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign limited liability partnership is formed.

178.45(4)

(4) The following shall apply to a foreign registered limited liability partnership transacting business in this state without filing a registration statement and obtaining a certificate of authority under s. 178.40:

178.45(4)(a)

(a) A foreign registered limited liability partnership transacting business in this state without a certificate of authority may not maintain a proceeding in a court of this state until it obtains a certificate of authority.

178.45(4)(b)

(b) Neither the successor to a foreign registered limited liability partnership that transacted business in this state without a certificate of authority nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court of this state until the foreign registered limited liability partnership or its successor obtains a certificate of authority.

178.45(4)(c)

(c) A court may stay a proceeding commenced by a foreign registered limited liability partnership, or its successor or assignee, until the court determines if the foreign limited liability partnership or its successor requires a certificate of authority. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign registered limited liability partnership or its successor obtains the certificate of authority.

178.45(4)(d)

(d) The failure of a foreign registered limited liability partnership to obtain a certificate of authority does not do any of the following:

178.45(4)(d)1.

1. Impair the validity of any contract or act of the foreign registered limited liability partnership or its title to property in this state.

178.45(4)(d)2.

2. Affect the right of any other party to a contract to maintain any action on the contract.

178.45(4)(d)3.

3. Prevent the foreign registered limited liability partnership from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.

178.45(4)(e)

(e) A foreign registered limited liability partnership that transacts business in this state without a certificate of authority is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, for an amount equal to the sum of the following:

178.45(4)(e)1.

1. All fees that would have been imposed under this chapter upon the foreign registered limited liability partnership had it applied for and received a certificate of authority.

178.45(4)(e)2.

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

178.45(4)(f)

(f) The foreign registered limited liability partnership shall pay the amount owed under par. (e) to the department. The department may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under par. (e).

178.45(4)(g)

(g) A partner of a foreign registered limited liability partnership is not liable for the debts and obligations of the foreign registered limited liability partnership solely because the foreign registered limited liability partnership transacted business in this state without a certificate of authority.

178.45 - ANNOT.

History: 1995 a. 97; 2007 a. 116.