On April 15, 2022, Wisconsin governor Tony Evers signed Senate Bill 566 into law. Among other things, the bill adopts, with modifications, the most recent versions of the Uniform Limited Partnership Act and Uniform Limited Liability Company Act. Here are some of the noteworthy changes:
Limited Partnerships (LPs)
- Domestic and foreign LPs must file annual reports with the Wisconsin Department of Financial Institutions.
- LPs can now elect to be Limited Liability Limited Partnerships (LLLPs). Previously, Wisconsin didn’t authorize LLLPs.
- In the past, a domestic LP was formed when it filed a Certificate of Limited Partnership with the state. Now, an LP is not formed until Certificate of Limited Partnership is filed and becomes effective and the LP, which must have at least two partners, has at least one general partner and one limited partner.
- LPs are no longer required to specify a dissolution date in their formation filing.
- A limited partner’s name may now appear in the LP’s name (with exceptions).
- Administratively dissolved LPs are allowed to apply for reinstatement.
- The state is allowed to provide written notice to domestic and foreign LPs solely by email to its registered agent. In conjunction with this, registered agents are now required to have an email address and must submit a filing to the state if their email address changes.
Limited Liability Companies (LLCs)
- The annual report of a domestic or foreign LLC must include the name of at least one member (if it is member-managed) or the name of at least one manager (if it is manager-managed).
- The new bill expands the ability of the state to administratively dissolve an LLC. The state may administratively dissolve an LLC if the LLC does not pay any required fee or penalty within one year after it is due; does not file its annual report within one year after it is due; is without a registered agent in this state for at least one year; does not notify the state within one year of changes to its registered agent or registered office; or commits certain crimes involving human trafficking.
- The state is now allowed to provide written notice to LLC solely by e-mail to its registered agent. In conjunction with this, registered agents are now required to have an email address and must submit a filing to the state if their email address changes.
The legislation applies to LLCs or LPs that are formed on or after January 1, 2023. Additionally, beginning on January 1, 2023, the changes apply to LLCs or LPs that were formed prior to that date unless 1) the LLC or LP elects to be governed earlier by the new provisions of the bill or 2) the LLC or LP elects to be governed by the existing law applicable before enactment of the bill.
You can find more information, including the text of the bill, on the Wisconsin State Legislature website at 2021 Senate Bill 566 (wisconsin.gov).