The Certificate of Limited Partnership (Form 302) is the document that the Wisconsin Department of Financial Institutions (DFI) uses to put a limited partnership or a limited liability limited partnership (LLLP) on its records, with content set by section 179.0201 of the Wisconsin Statutes. It lists the entity's name, registered agent, registered office, principal office and every general partner, and each general partner signs it. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the original PDF is published by DFI, and the filing itself follows DFI's channels.
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What is Form 302?
Certificate of Limited Partnership (Form 302) is the Wisconsin Department of Financial Institutions (DFI) form that states the information section 179.0201 of the Wisconsin Statutes requires to register a limited partnership, or a limited liability limited partnership (LLLP), with the Division of Corporate & Consumer Services.
The form has eight numbered items. Item 1 is the entity name, Items 2 and 3 the initial registered agent and the agent's email address, Item 4 the street address of the registered office, Item 5 the principal office, Item 6 the LLLP check box and Item 7 the name, address and signature of each general partner. Item 8 is optional and holds any further provisions on attached pages. The form also carries the drafter's name, an optional delayed effective date and a contact block.
DFI describes itself as a filing registry for businesses. It does not certify whether a business is operating legally. Upon filing, the information in the document becomes public and might be used for purposes other than those for which it was furnished.
Once the entity is formed on DFI's records, it has an annual report requirement. DFI points to the Domestic Limited Partnership annual report, Form 316, which is a separate form from this certificate.
Who needs to file Form 302?
The people forming a limited partnership or an LLLP in Wisconsin use Form 302. The general partners complete it: Item 7 asks for the name, street and mailing address and signature of each general partner, and each general partner must sign. If there are more general partners than the form has room for, attach additional pages.
A few conditions in the DFI instructions shape who and what can be named:
- The entity needs a registered agent at a registered office in Wisconsin. The entity may not name itself as its own registered agent.
- The principal office in Item 5 does not have to be in Wisconsin.
- An LLLP checks the box in Item 6 and uses an LLLP name; a limited partnership that is not an LLLP uses a limited partnership name.
DFI's forms page says the forms listed there are in common use and that their use is optional unless a form is marked with an asterisk as mandatory. The instructions for Form 302 do not describe agents or representatives signing in place of a general partner.
When to file Form 302
File Form 302 when the general partners are ready to have the limited partnership or LLLP formed on the Wisconsin DFI records. The form sets no calendar deadline of its own.
Unless you state a later date, the document takes effect at the close of business on the date DFI receives it for filing. You may enter an optional delayed effective date and time. It may not be before, or more than 90 days after, the date DFI receives the document.
Expedited processing is available for an additional fee. On the form, you check the optional expedited service box; DFI's forms page describes next-day processing by close of business on the first business day after receipt, and faster in-person counter service at 4822 Madison Yards Way, Madison, WI 53705. Filing fees are non-refundable.
After the entity is formed, an annual report is due each year starting the year after formation. The due date is listed on page 2 of the form, and the report is Domestic Limited Partnership Form 316.
Documents you need
- A check for the filing fee, payable to the Department of Financial Institutions, when you mail the form; the amount is printed on the form and in DFI's instructions.
- An additional check amount for optional expedited service, only if you check the expedited service box in the upper-right corner of page 1.
- Additional pages listing further general partners, only if the Item 7 space is not enough; each general partner must sign.
- Additional pages labeled "Item 8," "Item 9," and so forth, only if you include optional further provisions.
How to fill out Form 302
Enter the entity name
Item 1: write the name of the limited partnership or limited liability limited partnership. It must contain the required words or abbreviation and be distinguishable on DFI's records.
Name the initial registered agent
Item 2: enter the name of the initial registered agent, who cannot be the entity itself. Item 3: enter the agent's email address, since annual report forms and official notices go to the agent.
Give the registered office address
Item 4: enter the street number and name, city and ZIP code in Wisconsin. It must match the agent's business office and be a physical address, not solely a P.O. Box or mailbox service.
Enter the principal office addresses
Item 5: enter the street and mailing addresses of the limited partnership's principal office. The office need not be in Wisconsin.
Check the LLLP box if it applies
Item 6: check the box only if the entity is a limited liability limited partnership (LLLP).
List and sign for each general partner
Item 7: print the name, street and mailing address of each general partner, then have each one sign and date. Attach additional pages if there are more partners than lines.
Add optional further provisions
Item 8 is optional. Attach further provisions on pages labeled "Item 8," "Item 9," and so forth, consistent with sections 179.0105(3) and (4) of the Wisconsin Statutes.
Name the drafter
Under "This document was drafted by," enter the individual who drafted it. If the document is not executed in Wisconsin, indicate that in this space.
Set a delayed effective date if wanted
Optionally enter a delayed effective date, up to 90 days after DFI receives the document. Leave it blank for the document to take effect at close of business on the receipt date.
Complete the contact information
Enter the name, mailing address, city, state, ZIP code, email address and phone number of the person DFI should contact. Check the expedited service box on page 1 only if you want that service.
Review, sign and download the PDF
Check the entity name, the registered agent and office, and every signature and date. Download or print the completed PDF from FillingPDF, sign it in black ink and assemble the package described under How to submit.
How to submit Form 302
DFI's instructions for Form 302 describe mailing one original with payment; DFI's forms page also lists other ways to pay and an in-person counter.
- By mail: Submit one original, signed in black ink, to State of WI-Dept. of Financial Institutions, Box 93348, Milwaukee WI, 53293-0348, with a check for the filing fee payable to the Department of Financial Institutions.
- By express or priority U.S. mail: Send to State of WI-Dept. of Financial Institutions, Division of Corporate and Consumer Services, 4822 Madison Yards Way, 4th Fl., North Tower, Madison WI, 53705.
- Expedited service: Check the expedited service box in the upper-right corner of page 1 and include the additional expedited fee.
- In person: DFI's counter is at 4822 Madison Yards Way, Madison, WI 53705, where expedited processing within four hours or one hour of receipt is offered for additional fees.
The filing fee applies and the amounts are on the form; ask DFI if you need confirmation. DFI's forms page advises against mailing cash and lists the DFI Online Order System, checks, money orders and counter card payments. Questions: 608-261-7577 (hearing-impaired may call 711 for TTY) or [email protected]. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Naming the entity without "limited partnership," "LP" or "L.P." or, for an LLLP, without "limited liability limited partnership," "LLLP" or "L.L.L.P." in Item 1.
- Using a name that is not distinguishable from other entities or from reserved or registered names on DFI's records; a final determination is not guaranteed until DFI examines the filing.
- Naming the limited partnership itself as its own registered agent in Item 2.
- Giving only a P.O. box, mailbox service or telephone answering service as the registered office in Item 4; it must be an actual physical street address in Wisconsin.
- Leaving a general partner's signature off Item 7; each general partner must sign.
- Leaving out the drafter's name when the document is signed in Wisconsin; if it is not executed in Wisconsin, say so in the drafter space.
- Entering a delayed effective date that is before, or more than 90 days after, the date DFI receives the document.
- Mailing the form to the street address when it is not sent by express or priority mail, or expecting a refund of the filing fee; filing fees are non-refundable.
Frequently asked questions
What is a certificate of limited partnership in Wisconsin?
It is the Wisconsin DFI's Form 302, which states the details section 179.0201 requires to register a limited partnership or LLLP: name, registered agent and office, principal office and the general partners who sign it.
Who signs the certificate of limited partnership?
Each general partner must sign. Item 7 asks for each general partner's name, street and mailing address, signature and date, and you can attach additional pages if there are more partners than the form has space for.
Can the limited partnership be its own registered agent?
No. DFI's instructions say the entity may not name itself as its own registered agent. The agent must be located at a registered office in Wisconsin with an actual street address, not solely a P.O. Box or mailbox service.
Can I fill out Form 302 online?
You can fill out the Form 302 PDF online on FillingPDF and download or print it. FillingPDF is independent of DFI and does not file it; you submit the signed original to DFI by the channels in its instructions.
Where do I mail Form 302 in Wisconsin?
Mail one original with the filing fee check to State of WI-Dept. of Financial Institutions, Box 93348, Milwaukee WI, 53293-0348. Express or priority mail goes to 4822 Madison Yards Way, 4th Fl., North Tower, Madison WI, 53705.
Can I choose a later effective date?
Yes, optionally. The delayed effective date may not be before, or more than 90 days after, DFI receives the document. With no date, the document takes effect at close of business on the day DFI receives it.
Is there an annual report after filing Form 302?
Yes. DFI says the entity has an annual report requirement each year, starting the year after it is formed. The report is Domestic Limited Partnership Form 316, and the due date is listed on page 2 of Form 302.
Can I get a refund of the filing fee?
No. DFI's instructions say filing fees are non-refundable. For the current fee amounts, check the figures printed on Form 302 or call the Division of Corporate & Consumer Services at 608-261-7577.
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