Registering an Out-of-State Limited Partnership With Wisconsin DFI

Wisconsin calls the filing a foreign registration statement. A limited partnership is foreign when its governing law is not Wisconsin's, and Wis. Stat. 179.1002(1) draws the line: until it registers, such a partnership is not permitted to do business in Wisconsin. A foreign LLLP files on this same form.

The office in charge is the Department of Financial Institutions, not a Secretary of State. It receives the paper registration at a Milwaukee post office box, or at its Madison address if the paper arrives by express mail. The statement becomes a public record as soon as it is filed.

Registration is triggered by doing business, a term the act leaves undefined. In its place, 179.1005 supplies a list of things a foreign limited partnership can do without being considered to do business. They are:

• Starting, defending, mediating, arbitrating or settling a legal dispute
• Handling internal affairs, such as partner meetings
• Keeping accounts at financial institutions
• Maintaining a registry for its own securities, or using trustees or depositaries for them
• Selling through independent contractors
• Soliciting orders by any means when acceptance outside Wisconsin is needed to form the contract
• Taking on debt or acquiring mortgages and liens on property
• Collecting debts, enforcing mortgages or security interests, and holding, protecting and maintaining the property recovered
• A one-off deal outside any run of similar transactions
• Owning property, without more
• Doing business in interstate commerce

A partner does not do business in the state merely by being a partner of a foreign limited partnership that does. Service of process, taxation and regulation under other Wisconsin statutes are questions the list leaves open. A partnership tied to Wisconsin only through a rental building or a bank account sits within these lines. One that operates here with staff or steady customers does not. For the cases between, consult counsel admitted in Wisconsin.

The fee is $75 if the partnership has not already been doing business in Wisconsin. DFI accepts a check, or lets you pay online and send the paper form by e-mail. Next-business-day handling adds $100; the Madison counter charges $250 to finish within four hours and $500 within one. Fees are not refunded.

You provide:

• Name of the partnership, and a replacement name if DFI finds the real one too close to an existing entry
• The jurisdiction whose law governs the partnership
• Who the Wisconsin registered agent is (name and e-mail), plus the registered office's street address
• The partnership's principal office, with its street and mailing addresses, and the home-state office address if the home state requires one
• A statement that the entity is a foreign limited partnership
• Whether the partnership did business in Wisconsin before registering
• A signature from at least one general partner

A delayed effective date up to 90 days out is optional. If you pick none, it becomes effective when business closes on the day DFI receives it. The fictitious name rule matters mostly to partnerships with common names: the name must still carry "Limited Partnership" or "LP," or the limited liability limited partnership wording where that applies.

Many states make a partnership prove its good standing before they will register it. Wisconsin does not. Section 179.1003 lists what the registration statement contains, and the statute and the form both leave out any certificate of status or existence, and any copy of the partnership agreement. The only statement about home status is the signed declaration in item 10 that the entity is a foreign limited partnership.

That makes the filing easy to prepare, but it does not excuse the partnership from being in order at home. The department can later terminate a registration for missed annual reports.

The statute leaves no choice: under 179.0117 each registered foreign limited partnership designates and maintains a registered agent and registered office in Wisconsin. The office has to be an actual street address, and a post office box, mailbox service or answering service is not enough. Eligible agents include an individual who lives in Wisconsin and works out of the registered office, and business entities, among them corporations, LLCs, LLPs and limited partnerships that operate from that address; foreign entities qualify when authorized to do business here. Whoever it is must hold an e-mail account and maintain a Wisconsin place of business.

DFI sends annual report forms and notices to the agent, which is why the form asks for the agent's e-mail address. To swap agents or move the office, file a statement of change ($25 by mail, $10 online).

Once registered, the partnership reports annually, using Form 318, between January 1 and March 31 starting the year after registration, for $65. A partnership that lets the report go for four months past the due date can have its registration terminated.

Changing a fact stated in the registration, such as the name or governing-law jurisdiction, is an amendment that costs $15. To withdraw, the partnership files Form 324 and pays $15. Registering for Wisconsin taxes is its own task, as is any charitable solicitation registration.

Section 179.1002 sets out what happens. An unregistered foreign limited partnership that does business here cannot pursue an action or proceeding in Wisconsin. Its contracts and acts are not undermined, its title to property is untouched, and it may defend itself when sued. Partners keep their liability limits too, because the statute says those are not waived merely by doing business without registering.

The cost lands on the money side. Every calendar year of unregistered business, partial years included, adds the fees and charges registration would have produced, together with a penalty of half that sum (never more than $5,000), and DFI will not file the registration statement until it is paid. Form 321 turns this into $97.50 for each earlier calendar year, being the $65 annual report fee plus half again, added to the base fee. Section 179.1012 adds that the attorney general can maintain an action to enjoin the partnership's business in breach of the subchapter.

LLCs and for-profit corporations are all that Mainstay Filing's registration service handles, which leaves Form 321 for the partnership to file itself, signed by a general partner or sent by the partnership's lawyer. Mainstay Filing supplies the Wisconsin registered agent: $149 per year, and the same amount when you renew. The agent's Wisconsin street address is the one for the agent and registered office lines on the form, and it becomes public record.

Anything a court sends to the agent is scanned and added to your account before that business day ends, with no fee attached. Government mail gets free scanning for the first three pieces each year. Where another agent is currently listed, Mainstay Filing prepares the statement of change and passes on only DFI's fee. Wisconsin's agent statute allows an entity with a Wisconsin place of business to serve, and Mainstay Filing's agent is a company. The Wisconsin registered agent page describes the service. Mainstay Filing supplies agents and filings but gives no legal advice; ask a lawyer whether your activity counts.