178.1002 Registration to do business in this state.

(1) A foreign limited liability partnership may not do business in this state until it registers with the department under this chapter.

(2) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.

(3) The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state.

(4) A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.

(5) Section 178.1001 (1) and (2) applies even if a foreign limited liability partnership fails to register under this subchapter.

(5m)

(a) A foreign limited liability partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:

1. All fees and other charges that would have been imposed by this chapter on the foreign limited liability partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.

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

(b) The foreign limited liability partnership shall pay the amount owed under par. (a) to the department, and the department may not file a foreign registration statement for the foreign limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign limited liability partnership's obligation to pay to the department any amount owed under this subsection.

History: 2015 a. 295.