Section 178.0901. Statement of qualification.

 

(1)  A domestic partnership may become a limited liability partnership pursuant to this section.

(2)  The terms and conditions on which a domestic partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.

(3)  After the approval required by sub. (2) , a partnership may become a limited liability partnership by delivering to the department for filing a statement of qualification. The statement must contain all of the following:

(a) The name of the partnership, which name satisfies s. 178.0902 .

(b) The street and mailing addresses of the partnership's principal office and, if different, the street address of an office in this state, if any.

(c) The street address of the partnership's registered office in this state and the name of its registered agent at that office.

(d) A statement that the partnership elects to become a limited liability partnership.

(4)  The partnership's status as a limited liability partnership begins when its statement of qualification becomes effective as provided in s. 178.0114 and remains effective, regardless of changes in the partnership, until it is canceled pursuant to sub. (6) or administratively revoked pursuant to ss. 178.09031 and 178.09032 .

(5)  The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.

(5r)  A partnership that becomes, or ceases to be, a limited liability partnership is for all purposes the same partnership that existed before such change in status and continues to be a partnership under this chapter.

(6)  A limited liability partnership may amend or cancel its statement of qualification by delivering to the department for filing a statement of amendment or cancellation. A statement of cancellation must be approved by the affirmative vote or consent of all the partners. A statement of amendment or cancellation shall state the name of the limited liability partnership and also state the following:

(a) In the case of an amendment, the text of the amendment.

(b) In the case of a cancellation, that the statement of qualification is canceled.

2015 a. 295 .