A Foreign LLP's Path Into Wisconsin

The state's term is foreign registration, and the governing statute is Chapter 178, Subchapter X, of the Wisconsin Statutes. Section 178.1002(1) forbids a foreign LLP from doing business in Wisconsin before it registers with DFI. The registration is a public filing that tells the state the partnership's name, governing-law jurisdiction, addresses and agent.

Wisconsin has no Secretary of State role in this. DFI's Division of Corporate and Consumer Services accepts the registration by mail, at a post office box in Milwaukee or the department's Madison address for express delivery. Unlike the LLC form, which can be filed online, the LLP registration is paper-based.

The statute does not define doing business. Section 178.1005 instead names activities that fall short of it. Without registering, a foreign LLP may engage in:

• Litigation and its alternatives: bringing, defending, mediating, arbitrating or settling a matter
• Running its internal affairs, including partner meetings
• Keeping accounts in financial institutions
• Operating a registry for its own securities or relying on trustees or depositaries for them
• Selling through independent contractors
• Canvassing for orders that are not final until a party outside Wisconsin signs off
• Incurring or acquiring debt, mortgages or security interests in property
• Collecting what is owed, enforcing mortgages and other collateral, and looking after the property so recovered
• An isolated transaction outside any series of similar ones
• Owning property, without more
• Interstate commerce

A person who is merely a partner of an LLP operating in Wisconsin is not treated as doing business personally. The section also says it does not control which contacts can bring a partnership under Wisconsin service of process, tax or regulatory law. An LLP that owns an investment property or keeps a bank account in Wisconsin and nothing more is within the exclusions. An LLP that serves clients here, staffs an office or travels in regularly to perform work should treat registration as required, and a Wisconsin attorney can resolve a gray case.

Form 621 is DFI's registration form for LLPs organized elsewhere. Complete it, sign it, and send one original with a check to DFI; alternatively pay the fee online and e-mail the signed pages. The filing fee is $100 when the partnership registers before doing business. Rush options add $100 for next business day, $250 for four hours at the Madison counter or $500 for one hour.

The form collects:

• The partnership's name as registered at home, plus a fictitious name when DFI's records already hold a similar one
• The state or country whose law governs the partnership
• The Wisconsin registered agent, that agent's e-mail, and where the registered office sits (street address)
• The principal office, and the home-state office if the home law requires one
• A confirmation that the entity is a foreign limited liability partnership
• A yes or no on whether it did business in Wisconsin before registering
• A signature by a person the partnership has authorized

The name must show that the entity is a limited liability partnership, using the wording DFI sets out in the form's instructions, such as Registered Limited Liability Partnership or the abbreviation LLP. You may ask for a later effective date, as much as 90 days after receipt. Otherwise the registration is effective as the receiving day ends.

The registration statement rests on facts the partnership states for itself. Section 178.1003 and Form 621 call for no good-standing paper, no status paper and no copy of the partnership agreement from home. Foreign corporations face a stricter rule in Wisconsin, with a status document dated within 60 days attached to their applications.

What the filing does say, in item 10, is that the entity is a foreign limited liability partnership. If the partnership is another kind of entity, DFI tells you not to use this form. That makes it worth confirming at home that your registration as an LLP is current before you sign.

The agent is not optional. Section 178.0908 has every registered foreign LLP keep, continuously, a registered agent and a registered office inside Wisconsin. The registered office must be a real street address; a post office box, a mailbox service and a telephone answering service are all excluded. The agent is either a natural person living in Wisconsin and based at the registered office, or an entity (a corporation, nonstock corporation, LLC, limited partnership or LLP), organized here or foreign and authorized here, with its own business office at the same address. Either way, the agent needs e-mail contact and a Wisconsin presence.

By naming the agent, the partnership affirms that the agent agreed to serve. DFI directs annual report notices to the agent, so stale details cause missed deadlines. A statement of change fixes them: $25 filed on paper, $10 online.

Form 618, the annual report, falls due for a registered foreign LLP by March 31 of every year following its registration year, and costs $65. If four months pass beyond the due date without a report, DFI can terminate the registration.

A change to a fact in the registration, like the name or governing-law jurisdiction, calls for an amended registration statement at $40. To withdraw after ceasing Wisconsin business, use Form 624 with a $40 fee. Tax matters with the Department of Revenue and any charitable solicitation registration are handled elsewhere.

Section 178.1002 sets the effect of not registering. Until it registers, a foreign LLP doing business here has no standing to bring its own lawsuit in Wisconsin. Its contracts and acts remain valid, its property title is intact, it may still defend suits, and the partners' liability limits survive because doing business unregistered does not waive them.

The financial consequence is calculated per year. Unregistered operation is billed by the year: the fees and charges that timely registration and reporting would have generated, plus a penalty equal to half of that, never more than $5,000. DFI will not file the registration until it is paid. Form 621's supplement simplifies this to $97.50 for each earlier calendar year, which is the $65 report fee plus a 50 percent penalty, and that figure sits on top of the standard fee. Section 178.1012 allows the attorney general to petition a court to halt a foreign LLP's business in violation of the subchapter.

Registration of a foreign LLP is outside Mainstay Filing's registration service, which covers only LLCs and for-profit corporations. Form 621 goes in from an authorized partner or the partnership's attorney. Mainstay Filing can be the registered agent, billed at $149 each year with no step up on renewal. You enter Mainstay Filing's Wisconsin street address as both the agent's and the registered office's, and DFI displays it publicly.

A summons or other process delivered to Mainstay Filing's agent address turns into a scan in your account within the business day, and there is no fee. Three pieces of government mail a year are scanned at no cost. If another agent is listed today, Mainstay Filing prepares the change statement and the only cost is DFI's filing fee. Since 178.0908 permits entity agents with a Wisconsin business office, a company may serve. Service specifics live on the Wisconsin registered agent page. Mainstay Filing handles paperwork and agent duties only; a lawyer should say whether your activity requires registration.