reglab/housing_qa huggingface dataset:
WI Stat § 179.12 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.12 - Amendments to certificate.

179.12  Amendments to certificate. (1) Except as otherwise provided in this subsection, a certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The department, by rule, may specify a larger fee for certificates that are filed in paper format. No fee may be collected for filing a certificate of amendment to reflect only a change in the name of a registered agent. The certificate of amendment shall specify all of the following:(a) The name of the limited partnership.(b) The date of filing the certificate.(c) The amendment to the certificate. (2) Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:(b) A change in the name of the limited partnership, or a change in the address of the record office or a change in the name or address of the registered agent.(c) The withdrawal of a general partner.(d) The continuation of the business under s. 179.71 after an event of withdrawal of a general partner. (2m) Within 60 days after the admission of a new general partner, an amendment to a certificate of limited partnership reflecting the event shall be filed. (3) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed shall promptly amend the certificate. (4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. (5) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event under sub. (2) if the amendment is filed within the 30-day period specified in sub. (2). (6) Except as otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective on its filing with the department.History:  1983 a. 173; 1985 a. 29; 1989 a. 232; 1995 a. 27, 417; 2001 a. 44.
WI Stat § 179.13 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.13 - Cancellation of certificate.

179.13  Cancellation of certificate. A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 with the department, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall specify all of the following: (1) The name of the limited partnership. (2) The date of filing of its certificate of limited partnership. (3) The reason for filing the certificate of cancellation. (4) The date of cancellation if it is not the date of filing. (5) Any other information the general partners filing the certificate determine.History:  1983 a. 173; 1995 a. 27; 2001 a. 44.
WI Stat § 179.14 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.14 - Execution of certificates.

179.14  Execution of certificates. (1g) In this section:(a) “Electronic" has the meaning given in s. 179.16 (1g) (b).(b) “Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.(c) “Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing. (1r) Each certificate required by this subchapter to be filed with the department shall be executed in the following manner:(a) An original certificate of limited partnership must be signed by all general partners.(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.(c) A certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners. (2) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. (3) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated in the certificate are true.History:  1983 a. 173; 1989 a. 232; 1995 a. 27; 2001 a. 44.
WI Stat § 179.15 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.15 - Execution of certificate by court order.

179.15  Execution of certificate by court order. If a person required by s. 179.14 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the department to record an appropriate certificate.History:  1983 a. 173; 1989 a. 232; 1995 a. 27.
WI Stat § 179.16 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.16 - Filing with the department of financial institutions.

179.16  Filing with the department of financial institutions. (1g) In this section:(a) “Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.(b) “Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (1r) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation or of any court order under s. 179.15 shall be delivered to the department. A person who executes a certificate as an officer, general partner or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the document does not conform to law, upon receipt of all filing fees the department shall do all of the following:(a) Endorse on each duplicate original the word “Filed" and the day, month and year of the filing.(b) File one duplicate original with the department.(c) Return the other duplicate original to the person who filed it or his or her representative. (2) Upon the filing of a certificate of amendment or court order of amendment in the department, the certificate of limited partnership shall be amended as set forth in the certificate or order, and upon the effective date of a certificate of cancellation or court order of cancellation, the certificate of limited partnership is canceled. (3) (a) The department may waive any of the following:1. Submission of more than one original of a document.2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.(b) A waiver under par. (a) occurs when the document is filed. (5) The department shall charge and collect, for processing a document required or permitted to be filed under this chapter in an expeditious manner, the fee established under s. 182.01 (4) (d) in addition to the fee required by other provisions of this chapter.History:  1983 a. 173; 1985 a. 29, 338; 1987 a. 27; 1989 a. 232; 1991 a. 32; 1993 a. 214; 1995 a. 27, 417; 2001 a. 16, 44.
WI Stat § 179.17 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.17 - Liability for false statement in certificate.

179.17  Liability for false statement in certificate. If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reliance on the statement may recover damages for the loss from any of the following: (1) Any person who executes the certificate, or causes another to execute it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false in any material respect at the time the certificate was executed. (2) Any general partner who knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under s. 179.15.History:  1983 a. 173.
WI Stat § 179.18 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.18 - Notice conferred by filing.

179.18  Notice conferred by filing. The fact that a certificate of limited partnership is on file with the department is notice that the partnership is a limited partnership and the persons designated as general partners are general partners, but it is not notice of any other fact.History:  1983 a. 173; 1989 a. 232; 1995 a. 27.
WI Stat § 179.185 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.185 - Restated certificate.

179.185  Restated certificate. (1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. (2) If the restated certificate does not further amend the original certificate, as amended under this subchapter, it shall be executed by a general partner. If the restated certificate further amends the original certificate, as amended under this subchapter, it shall be executed by at least one general partner and by each other general partner designated in the restated certificate as a new general partner. (3) A restated certificate of limited partnership shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the limited partnership's present name and, if it has been changed, the name under which the original certificate was filed and the date of filing. A restated certificate shall also state that it was executed and filed under this section. If it was executed by a general partner alone because it does not further amend the original certificate, as amended under this subchapter, it shall state that fact. (4) On filing the restated certificate with the department, the original certificate, as amended under this subchapter, is superseded. After its filing, the restated certificate is the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged. (5) Any amendment effected by the restated certificate is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a certificate of amendment were filed to effect the amendment.History:  1983 a. 173; 1989 a. 232; 1995 a. 27; 2001 a. 44.
WI Stat § 179.19 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.19 - Delivery of certificates to limited partners.

179.19  Delivery of certificates to limited partners. Upon the return by the department under s. 179.16 of a certificate marked “Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.History:  1983 a. 173; 1995 a. 27.
WI Stat § 179.21 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.21 - Admission of limited partners.

179.21  Admission of limited partners. (1) A person becomes a limited partner when the limited partnership is formed or at any later time specified in the records of the limited partnership for becoming a limited partner. (1m) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as a limited partner:(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided under s. 179.64, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.History:  1983 a. 173; 1989 a. 232.
WI Stat § 179.22 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.22 - Voting.

179.22  Voting. Subject to s. 179.23, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per person or other basis, upon any matter.History:  1983 a. 173.
WI Stat § 179.24 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.24 - Same; mistake as to status as limited partner.

179.24  Same; mistake as to status as limited partner. (1) Except as provided in sub. (2), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person:(a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or(b) Withdraws from future equity participation in the enterprise by executing and filing with the department, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. (2) A person who makes a contribution of the kind described under sub. (1) is liable as a general partner to any 3rd party who satisfies all of the following conditions:(a) Transacts business with the enterprise before any of the following occurs:1. The person withdraws and an appropriate certificate is filed to show withdrawal.2. An appropriate certificate is filed to show that the person is not a general partner.(b) Actually believed in good faith that the person was a general partner at the time of the transaction.History:  1983 a. 173; 1989 a. 56, 232, 359; 1995 a. 27; 2001 a. 44.
WI Stat § 179.25 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.25 - Information.

179.25  Information. Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by s. 179.05. (2) Obtain from the general partners from time to time upon reasonable demand:(a) True and full information regarding the state of the business and financial condition of the limited partnership.(b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year.(c) Other information regarding the affairs of the limited partnership as is just and reasonable.History:  1983 a. 173.
WI Stat § 179.31 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.31 - Admission of additional general partners.

179.31  Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all of the partners, except as provided in s. 179.105 (2).History:  1983 a. 173; 1989 a. 232.
WI Stat § 179.32 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.32 - Events of withdrawal.

179.32  Events of withdrawal. Except as approved by the written consent of all partners, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership under s. 179.52. (2) The general partner ceases to be a member of the limited partnership under s. 179.62. (3) The general partner is removed as a general partner in accordance with the partnership agreement. (4) Unless otherwise provided in writing in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), the general partner:(a) Makes an assignment for the benefit of creditors;(b) Files a voluntary petition in bankruptcy;(c) Is adjudicated as bankrupt or insolvent;(d) Files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief;(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding under par. (d); or(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties. (5) Unless otherwise provided in writing in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), if:(a) Within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, the proceeding has not been dismissed;(b) Within 90 days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed; or(c) Within 90 days after the expiration of any stay under par. (b) the appointment is not vacated. (6) In the case of a general partner who is a natural person:(a) His or her death; or(b) The entry of a court order adjudicating him or her incompetent to manage his or her person or estate. (7) In the case of a general partner which is a trust, the termination of the trust. (8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership. (9) In the case of a general partner that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or limited liability company or the revocation of its charter. (10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.History:  1983 a. 173; 1989 a. 232; 1993 a. 112.
WI Stat § 179.33 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.33 - General partner powers and liabilities.

179.33  General partner powers and liabilities. (1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (2) (a) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.(b) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.History:  1983 a. 173.
WI Stat § 179.34 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.34 - Contributions by general partner.

179.34  Contributions by general partner. A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the limited partnership as a limited partner.History:  1983 a. 173.
WI Stat § 179.35 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.35 - Voting.

179.35  Voting. The partnership agreement may grant to all or certain identified general partners the right to vote, on a per person or any other basis, separately or with all or any class of the limited partners, on any matter.History:  1983 a. 173.
WI Stat § 179.41 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.41 - Form of contribution.

179.41  Form of contribution. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.History:  1983 a. 173.
WI Stat § 179.42 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 179 - Uniform limited partnership act.|179.42 - Liability for contribution.

179.42  Liability for contribution. (1) A promise by a limited partner to contribute to the limited partnership is not enforceable unless specified in writing and signed by the limited partner or specified in a provision of the certificate of limited partnership in existence on April 28, 1990. (1m) Except as provided in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept under s. 179.05, of the stated contribution that has not been made. (2) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership may enforce the original obligation if the creditor extends credit or otherwise acts in reliance on the obligation after the partner signs a writing which reflects the obligation and before a certificate of amendment or cancellation reflecting the compromise is filed.History:  1983 a. 173; 1989 a. 232.