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2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0807 - Claims against dissolved limited partnership generally.

179.0807
Claims against dissolved limited partnership generally.
(1)
A dissolved limited partnership may publish notice of its dissolution and request persons having claims, whether known or unknown, against the partnership to present them in accordance with the notice.
(2)
A notice under sub. (1) must satisfy all of the following:
(a)
It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the partnership's registered office is or was last located.
(b)
It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.
(c)
It must state that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice.
(d)
Unless the partnership has been throughout its existence a limited liability limited partnership, it must state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 179.0404.
(3)
If a dissolved limited partnership publishes a notice in accordance with sub. (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 2 years after the publication date of the notice:
(a)
A claimant that did not receive notice in a record under s. 179.0806.
(b)
A claimant whose claim was timely sent to the partnership but not acted on.
(c)
A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(4)
A claim not barred under this section or s. 179.0806 may be enforced against any of the following:
(a)
A dissolved limited partnership, to the extent of its undistributed assets.
(b)
Except as otherwise provided in s. 179.0808, if assets of the partnership have been distributed after dissolution, a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
(c)
Any person liable on the claim under s. 179.0404 or 179.0607.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0808 - Court proceedings.

179.0808
Court proceedings.
(1)
A dissolved limited partnership that has published a notice under s. 179.0807 may file an application with the circuit court in the county in this state where the partnership's principal office is located or, if the principal office is not located in this state, where the partnership's registered office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 179.0807.
(2)
Not later than 10 days after the filing of an application under sub. (1), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership.
(3)
In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(4)
A dissolved limited partnership that provides security in the amount and form ordered by the court under sub. (1) satisfies the partnership's obligations with respect to claims that are contingent, are not known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0809 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

179.0809
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under s. 179.0806, 179.0807, or 179.0808, any corresponding claim under s. 179.0404 or 179.0607 is also barred.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0810 - Disposition of assets in winding up; when contributions required.

179.0810
Disposition of assets in winding up; when contributions required.
(1)
In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, including partners that are creditors.
(2)
After a limited partnership complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 179.0703:
(a)
To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions.
(b)
Among persons owning transferable interests, in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership.
(3)
If a limited partnership's assets are insufficient to satisfy all its obligations under sub. (1), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply:
(a)
Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under s. 179.0607 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred.
(b)
If a person does not contribute the full amount required under par. (a) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by par. (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred.
(c)
If a person does not make the additional contribution required by par. (b), further additional contributions are determined and due in the same manner as provided in that paragraph.
(4)
A person that makes an additional contribution under sub. (3) (b) or (c) may recover from any person whose failure to contribute under sub. (3) (a) or (b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(4r)
If a limited partnership does not have sufficient surplus to comply with sub. (2) (a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(5)
All distributions made under sub. (2) must be paid in money.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0811 - Administrative dissolution.

179.0811
Administrative dissolution.
(1)
The department may commence a proceeding under sub. (2) to dissolve a limited partnership administratively if any of the following applies:
(a)
The partnership does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter.
(b)
The partnership does not have on file with the department its annual report within one year after it is due.
(c)
The partnership is without a registered agent or registered office in this state for at least one year.
(d)
The partnership does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(e)
The partnership violates s. 940.302 (2) or 948.051 (2).
(2)
If the department determines that one or more grounds exist for administratively dissolving a limited partnership, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the limited partnership.
(3)
(a)
Within 60 days after the notice under sub. (2) takes effect under s. 179.0103 (7m), the limited partnership shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b)
If the limited partnership fails to satisfy par. (a), the department may administratively dissolve the partnership. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered agent of the partnership.
(3m)
(a)
If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership.
(b)
If the notice under par. (a) is returned to the department as undeliverable or if the limited partnership's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.
(4)
A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806, 179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812.
(4m)
A limited partnership's right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b).
(5)
The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0812 - Reinstatement.

179.0812
Reinstatement.
(1)
A limited partnership that is administratively dissolved under s. 179.0811 may apply to the department for reinstatement. The application shall include all of the following:
(a)
The name of the partnership and the effective date of its administrative dissolution.
(b)
A statement that each ground for dissolution either did not exist or has been cured.
(c)
A statement that the partnership's name satisfies s. 179.0114.
(2)
(a)
Upon application, the department shall reinstate a limited partnership if the department determines all of the following:
1.
That the application contains the information required by sub. (1) and the information is correct.
2.
That all fees and penalties owed by the partnership to the department under this chapter have been paid.
(b)
Upon reinstatement of a limited partnership under par. (a), the department shall enter a notation in its records revising the notation specified in s. 179.0811 (3) (b) to reflect cancellation of the dissolution and reinstatement of the partnership. The notation shall state both the department's determination under par. (a) and the effective date of reinstatement. The department shall provide notice of the reinstatement to the partnership or its representative.
(4)
When the reinstatement under this section is effective, all of the following shall apply:
(a)
Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
(b)
Except as provided in par. (c), the limited partnership resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.
(c)
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are unaffected.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0813 - Appeal from denial of reinstatement.

179.0813
Appeal from denial of reinstatement.
(1)
If the department denies a limited partnership's application for reinstatement under s. 179.0812, the department shall serve the partnership with a written notice, addressed to the registered agent of the partnership, that explains each reason for denial.
(2)
The limited partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership's principal office or, if none in this state, the office of its registered agent is located, within 30 days after service of the notice of denial is effective under s. 179.0103 (7m). To appeal, the partnership shall petition the court to set aside the administrative dissolution and attach to the petition copies of the department's notice of administrative dissolution under s. 179.0811 (3) (b), the partnership's application for reinstatement under s. 179.0812 (1), and the department's notice of denial under sub. (1).
(3)
The court may order the department to reinstate the limited partnership or may take other action that the court considers appropriate.
(4)
The court's final decision may be appealed as in other civil proceedings.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0901 - Direct action by partner.

179.0901
Direct action by partner.
(1)
Subject to sub. (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(2)
A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(3)
A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0902 - Derivative action.

179.0902
Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if any of the following applies:
(1)
The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time.
(2)
A demand under sub. (1) would be futile.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0903 - Proper plaintiff.

179.0903
Proper plaintiff.
A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and to which any of the following applies:
(1)
The person was a partner when the conduct giving rise to the action occurred.
(2)
The person's status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0904 - Pleading.

179.0904
Pleading.
In a derivative action under s. 179.0902, the complaint must state with particularity one of the following:
(1)
The date and content of plaintiff's demand and the response to the demand by the general partners.
(2)
Why demand should be excused as futile.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0905 - Special litigation committee.

179.0905
Special litigation committee.
(1)
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from doing any of the following:
(a)
Enforcing a person's right to information under s. 179.0304 or 179.0407.
(b)
Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(2)
A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners.
(3)
A special litigation committee may be appointed as follows:
(a)
By a majority of the general partners not named as parties in the proceeding.
(b)
If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(4)
After appropriate investigation, a special litigation committee may determine that any of the following is in the best interests of the limited partnership:
(a)
That the proceeding continue under the control of the plaintiff.
(b)
That the proceeding continue under the control of the committee.
(c)
That the proceeding be settled on terms approved by the committee.
(d)
That the proceeding be dismissed.
(5)
After making a determination under sub. (4), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under sub. (1) and allow the action to continue under the control of the plaintiff.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0906 - Proceeds and expenses.

179.0906
Proceeds and expenses.
(1)
(a)
Except as otherwise provided in sub. (2), any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff.
(b)
Except as otherwise provided in sub. (2), if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.
(2)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1001 - Governing law.

179.1001
Governing law.
(1)
The governing law of a foreign limited partnership governs all of the following:
(a)
The internal affairs of the partnership.
(b)
The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership.
(2)
A foreign limited partnership is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state.
(3)
Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1002 - Registration to do business in this state.

179.1002
Registration to do business in this state.
(1)
A foreign limited partnership may not do business in this state until it registers with the department under this chapter.
(2)
A foreign limited 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 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 general partner or limited partner of a foreign limited partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.
(5)
Section 179.1001 (1) and (2) applies even if a foreign limited partnership fails to register under this subchapter.
(5m)
(a)
A foreign limited 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 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 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 partnership until the amount owed is paid. The attorney general may enforce a foreign limited partnership's obligation to pay to the department any amount owed under this subsection.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1003 - Foreign registration statement.

179.1003
Foreign registration statement.
To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following:
(1)
The name of the partnership and, if the name does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).
(2)
That the partnership is a foreign limited partnership.
(3)
The jurisdiction of the partnership's governing law.
(4)
The street and mailing addresses of the partnership's principal office and, if the partnership's governing law requires the partnership to maintain an office in the jurisdiction of such governing law, the street and mailing addresses of the required office.
(5)
The street address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1004 - Amendment of foreign registration statement.

179.1004
Amendment of foreign registration statement.
A registered foreign limited partnership shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following:
(1)
The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).
(1r)
The cessation of the partnership's status as a foreign limited partnership.
(2)
The jurisdiction of the partnership's governing law.
(3)
An address required by s. 179.1003 (4).
(4)
The information required by s. 179.1003 (5), unless such information has previously been changed pursuant to s. 179.0118, 179.0209, or 179.0212.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1005 - Activities not constituting doing business.

179.1005
Activities not constituting doing business.
(1)
Activities of a foreign limited partnership which do not constitute doing business in this state under this subchapter include all of the following:
(a)
Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.
(b)
Carrying on any activity concerning its internal affairs, including holding meetings of its partners.
(c)
Maintaining accounts in financial institutions.
(d)
Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositaries with respect to those securities.
(e)
Selling through independent contractors.
(f)
Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
(g)
Creating or acquiring indebtedness, mortgages, or security interests in property.
(h)
Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.
(i)
Conducting an isolated transaction that is not in the course of similar transactions.
(j)
Owning, without more, property.
(k)
Doing business in interstate commerce.
(2)
A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
(3)
This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1006 - Noncomplying name of foreign limited partnership.

179.1006
Noncomplying name of foreign limited partnership.
(1)
A foreign limited partnership whose name does not comply with s. 179.0114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 179.0114. After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name.
(2)
If a registered foreign limited partnership changes its name to one that does not comply with s. 179.0114, it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 179.0114.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1007 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

179.1007
Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
A registered foreign limited partnership that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity whose formation requires the delivery of a record to the department for filing is deemed to have withdrawn its registration on the effective date of the conversion or merger, unless the registration is transferred to such partnership pursuant to s. 179.1009.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1008 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

179.1008
Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(1)
(a)
A registered foreign limited partnership that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 179.1011.
(b)
In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the partnership has converted or merged and the jurisdiction of its governing law.
(2)
After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to s. 179.0121, as provided in s. 179.1011 (2).
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1009 - Transfer of registration.

179.1009
Transfer of registration.
(1)
When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this state, the foreign entity shall deliver to the department for filing an application for transfer of registration. The application must state all of the following:
(a)
The name of the registered foreign limited partnership before the merger or conversion.
(b)
That before the merger or conversion the registration pertained to a foreign limited partnership.
(c)
The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).
(d)
The type of entity of the applicant foreign entity and the jurisdiction of its governing law.
(e)
The street and mailing addresses of the principal office of the applicant foreign entity and, if the foreign limited partnership's governing law requires the entity to maintain an office in the jurisdiction of that governing law, the street and mailing addresses of that office.
(f)
The street address of the applicant foreign entity's registered office in this state and the name and e-mail address of its registered agent at that address.
(2)
When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.10101 - Grounds for termination.

179.10101
Grounds for termination.
(1)
The department may terminate the registration of a registered foreign limited partnership in the manner provided in s. 179.10102 if any of the following applies:
(a)
The foreign limited partnership fails to file its annual report with the department within 4 months after it is due.
(b)
The foreign limited partnership does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
(c)
The foreign limited partnership is without a registered agent or registered office in this state for at least 6 months.
(d)
The foreign limited partnership does not inform the department under s. 179.0118 or 179.0119 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.
(e)
The foreign limited partnership's statement of foreign registration contains fraudulent or materially false information.
(f)
The department receives a duly authenticated certificate from the secretary of state or other official having custody of limited partnership records in the jurisdiction of the foreign limited partnership's governing law stating that it has been dissolved or disappeared as the result of a merger or other event.
(g)
The foreign limited partnership violates s. 940.302 (2) or 948.051 (2).
(2)
If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited partnership that the certificate is submitted to terminate its authority to do business in this state, the department shall terminate the foreign limited partnership's registration under s. 179.10102 (2) (b).
(3)
A court may terminate under s. 946.87 the registration of a foreign limited partnership authorized to transact business in this state. The court shall notify the department of the action, and the department shall terminate the foreign limited partnership's registration under s. 179.10102.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.10103 - Appeal from termination.

179.10103
Appeal from termination.
(1)
A foreign limited partnership may appeal the department's termination of its registration under s. 179.10102 to the circuit court for the county where the foreign limited partnership's principal office or, if none in this state, the office of its registered agent is located, within 30 days after the notice of termination takes effect under s. 179.0103 (7m). The foreign limited partnership shall appeal by petitioning the court to set aside the termination and attaching to the petition copies of its registration and the department's notice of termination.
(2)
The court may order the department to reinstate the registration or may take any other action that the court considers appropriate.
(3)
The court's final decision may be appealed as in other civil proceedings.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1011 - Withdrawal of registration of registered foreign limited partnership.

179.1011
Withdrawal of registration of registered foreign limited partnership.
(1)
A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following:
(a)
The name of the partnership and the jurisdiction of its governing law.
(b)
That the partnership is not doing business in this state and that it withdraws its registration to do business in this state.
(c)
Whether the partnership revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the partnership was registered to do business in this state.
(d)
The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub. (2), and a commitment to notify the department in the future of any change in such address.
(2)
After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to s. 179.0121.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1102 - Relationship of subchapter to other laws.

179.1102
Relationship of subchapter to other laws.
(1)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(2)
A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1103 - Existing purpose.

179.1103
Existing purpose.
(2)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
(3)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(4)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1104 - Nonexclusivity.

179.1104
Nonexclusivity.
The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1105 - Reference to external facts.

179.1105
Reference to external facts.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1121 - Merger authorized.

179.1121
Merger authorized.
(1)
One or more domestic limited partnerships may merge with or into one or more other constituent entities pursuant to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
(2)
One or more other domestic or foreign entities may merge with or into a domestic limited partnership pursuant to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1122 - Plan of merger.

179.1122
Plan of merger.
(1)
A plan of merger must be in a record and contain all of the following:
(a)
As to each constituent entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the merger.
(c)
The manner and basis of converting the interests in each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.
(e)
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.
(f)
Any other matters required under the governing law of any constituent entity.
(2)
In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1123 - Approval of merger; amendment; abandonment.

179.1123
Approval of merger; amendment; abandonment.
(1)
Subject to s. 179.1161, a plan of merger must be approved by a vote or consent of all of the following with respect to each domestic limited partnership that is a constituent entity:
(a)
All general partners.
(b)
Partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both.
(2)
Subject to s. 179.1161 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger.
(3)
If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of each constituent entity.
(b)
The amendment to or the abandonment of the articles of merger.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
(4)
In addition to approval under sub. (1), a plan of merger must be approved by each constituent entity that is not a domestic limited partnership in accordance with any requirements of its governing law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1124 - Filings required for merger; effective date.

179.1124
Filings required for merger; effective date.
(1)
After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following:
(a)
The name, type of entity, and governing law of each constituent entity.
(b)
The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect.
(c)
A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.
(d)
1.
If the surviving entity preexists the merger, any amendments to its organizational documents under s. 179.1122 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.
2.
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a public record under its governing law.
(e)
A statement that the plan of merger is on file at the principal office of the surviving entity.
(f)
A statement that upon request the surviving entity will provide a copy of the plan of merger to any interest holder of a constituent entity.
(g)
A statement whether s. 179.1161 applies to the merger.
(2)
In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.
(3)
If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so or been assigned a registration to do so under s. 179.1009, it shall so register.
(4)
A merger takes effect at the effective date and time of the articles of merger.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1131 - Interest exchange authorized.

179.1131
Interest exchange authorized.
(1)
A domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the partnership and the acquired entity.
(2)
All of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1132 - Plan of interest exchange.

179.1132
Plan of interest exchange.
(1)
A plan of interest exchange must be in a record and contain all of the following:
(a)
As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the interest exchange.
(c)
The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.
(e)
Any other matters required under the governing law of the acquired or acquiring entity.
(f)
A statement whether s. 179.1161 applies to the interest exchange.
(2)
In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.
History:  2021 a. 258.