reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0306 - Person erroneously believing self to be limited partner.

179.0306
Person erroneously believing self to be limited partner.
(1)
Except as otherwise provided in sub. (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person does any of the following:
(a)
Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the department for filing.
(b)
Withdraws from future participation as an owner in the enterprise by signing and delivering to the department for filing a statement of negation under this section.
(2)
A person that makes an investment described in sub. (1) is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the department files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(3)
If a person makes a diligent effort in good faith to comply with sub. (1) (a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the department for filing, the person has the right to withdraw from the enterprise pursuant to sub. (1) (b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0401 - Becoming general partner.

179.0401
Becoming general partner.
(1)
Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
(2)
After formation of a limited partnership, a person becomes a general partner in any of the following ways:
(a)
As provided in the partnership agreement.
(b)
As a result of a transaction effective under subch. XI.
(c)
With the affirmative vote or consent of all the partners.
(d)
As provided in s. 179.0801 (1) (c) 2.
(3)
A person may become a general partner without doing any of the following:
(a)
Acquiring a transferable interest.
(b)
Making or being obligated to make a contribution to the partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0402 - General partner agent of limited partnership.

179.0402
General partner agent of limited partnership.
Subject to the effect of a statement of partnership authority under s. 179.04023, the following rules apply:
(1)
Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(2)
An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.04025 - Statement of denial.

179.04025
Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following:
(1)
Provides the name of the limited partnership and the caption of the statement of authority to which the statement of denial pertains.
(2)
Denies the grant of authority.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0403 - Limited partnership liable for general partner's actionable conduct.

179.0403
Limited partnership liable for general partner's actionable conduct.
(1)
A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of partnership activities and affairs or with the actual or apparent authority of the partnership.
(2)
If, in the course of the limited partnership's activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0404 - General partner's liability.

179.0404
General partner's liability.
(1)
Except as otherwise provided in subs. (2) and (3), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2)
A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(3)
(a)
A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner.
(b)
This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under s. 179.0406 (2) (b).
(c)
This subsection applies regardless of the dissolution of the partnership.
(4)
The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(5)
An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0405 - Actions against partnership and partners.

179.0405
Actions against partnership and partners.
(1)
To the extent not inconsistent with s. 179.0404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(2)
A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(3)
A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless the partner is personally liable for the claim under s. 179.0404 and any of the following is true:
(a)
A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part.
(b)
The partnership is a debtor in bankruptcy.
(c)
The general partner has agreed that the creditor need not exhaust partnership assets.
(d)
A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers.
(e)
Liability is imposed on the general partner by law or contract independent of the existence of the partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0406 - Management rights of general partner.

179.0406
Management rights of general partner.
(1)
Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(2)
The affirmative vote or consent of all the partners is required to do any of the following:
(a)
Amend the partnership agreement.
(b)
Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership.
(c)
Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.
(2m)
Unless otherwise provided in the partnership agreement, any action that is to be voted on or consented to by some or all of the general partners may be taken without a meeting of the general partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a general partner, so consenting directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a general partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.
(3)
A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(4)
A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under sub. (3) or s. 179.0408 (1) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(5)
Unless authorized by the partnership agreement or otherwise in accordance with this chapter, a general partner is not entitled to remuneration for services performed for the partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0408 - Reimbursement; indemnification; advancement; and insurance.

179.0408
Reimbursement; indemnification; advancement; and insurance.
(1)
A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with ss. 179.0406, 179.0409, and 179.0504 in making the payment.
(2)
A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of s. 179.0406, 179.0409, or 179.0504.
(3)
In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under sub. (2).
(4)
A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under s. 179.0105 (3) (h), the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0409 - Standards of conduct for general partners.

179.0409
Standards of conduct for general partners.
(1)
A general partner owes to the limited partnership and, subject to s. 179.0901, the other partners the duties of loyalty and care stated in subs. (2) and (3).
(2)
The fiduciary duty of loyalty of a general partner includes all of the following duties:
(a)
The duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in or from any of the following:
1.
The conduct or winding up of the partnership's activities and affairs.
2.
A use by the general partner of the partnership's property.
3.
The appropriation of a partnership opportunity.
(b)
The duty to refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership.
(c)
The duty to refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.
(3)
The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or in conduct for which relief or exoneration from liability is not permitted under s. 179.0105 (3) (h).
(4)
A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights thereunder consistently with the contractual obligation of good faith and fair dealing.
(5)
A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.
(6)
All the partners of a limited partnership, or one or more disinterested partners with authority to act in the matter, may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.
(7)
It is a defense to a claim under sub. (2) (b) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.
(8)
If, as permitted by sub. (6) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by sub. (2) (b), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0501 - Form of contribution.

179.0501
Form of contribution.
A contribution may consist of money or other property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer money or property to, perform services for, or provide another benefit to the partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0502 - Liability for contribution.

179.0502
Liability for contribution.
(1)
A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.
(2)
If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution which has not been made.
(3)
The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in sub. (1) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0503 - Sharing of and right to distributions before dissolution.

179.0503
Sharing of and right to distributions before dissolution.
(1)
Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under s. 179.0702 or charging order in effect under s. 179.0703.
(2)
A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(3)
A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in s. 179.0810 (5), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(4)
If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0504 - Limitations on distributions.

179.0504
Limitations on distributions.
(1)
A limited partnership may not make a distribution, including a distribution under s. 179.0810, if after the distribution any of the following applies:
(a)
The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs.
(b)
The partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution.
(2)
A limited partnership may base a determination that a distribution is not prohibited under sub. (1) on any of the following:
(a)
Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.
(b)
A fair valuation or other method that is reasonable under the circumstances.
(3)
Except as otherwise provided in sub. (5), the effect of a distribution under sub. (1) is measured as follows:
(a)
In the case of a distribution as described in s. 179.0102 (4) (a) 1. and 2., as of the earlier of the following:
1.
The date money or other property is transferred or debt is incurred by the limited partnership.
2.
The date the person entitled to the distribution ceases to own the interest or rights being acquired by the partnership in return for the distribution.
(b)
In the case of any distribution of indebtedness other than one under par. (a), as of the date the indebtedness is distributed.
(c)
In all cases other than those under par. (a) or (b), as of the following:
1.
The date the distribution is authorized, if the payment occurs not later than 120 days after that date.
2.
The date the payment is made, if the payment occurs more than 120 days after the distribution is authorized.
(4)
A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
(5)
A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of sub. (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.
(6)
In measuring the effect of a distribution under s. 179.0810, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under s. 179.0806, 179.0807, or 179.0808.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0505 - Liability for improper distributions.

179.0505
Liability for improper distributions.
(1)
If a general partner consents to a distribution made in violation of s. 179.0504 and in consenting to the distribution fails to comply with s. 179.0409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 179.0504.
(2)
A person that receives a distribution knowing that the distribution violated s. 179.0504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 179.0504.
(3)
A general partner against which an action is commenced because the general partner is liable under sub. (1) with respect to a distribution may do any of the following:
(a)
Implead any other person that is liable under sub. (1) with respect to the distribution and seek to enforce a right of contribution from the person.
(b)
Implead any person that received the distribution in violation of sub. (2) and seek to enforce a right of contribution from the person in the amount the person received in violation of sub. (2).
(4)
An action under this section is barred unless commenced not later than 2 years after the distribution.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0602 - Effect of dissociation as limited partner.

179.0602
Effect of dissociation as limited partner.
(1)
If a person is dissociated as a limited partner, all of the following apply:
(a)
Subject to s. 179.0704, the person does not have further rights as a limited partner.
(b)
The person's contractual obligation of good faith and fair dealing as a limited partner under s. 179.0305 (1) ends with regard to matters arising and events occurring after the person's dissociation.
(c)
Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(2)
A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0604 - Power to dissociate as general partner; wrongful dissociation.

179.0604
Power to dissociate as general partner; wrongful dissociation.
(1)
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under s. 179.0603 (1).
(2)
A person's dissociation as a general partner is wrongful only if any of the following applies:
(a)
The dissociation is in breach of an express provision of the partnership agreement.
(b)
The dissociation occurs before the completion of the winding up of the limited partnership and any of the following applies:
1.
The person withdraws as a general partner by express will.
2.
The person is expelled as a general partner by judicial order under s. 179.0603 (5).
3.
The person is dissociated as a general partner under s. 179.0603 (7).
4.
In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(3)
A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to s. 179.0901, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0605 - Effect of dissociation as general partner.

179.0605
Effect of dissociation as general partner.
(1)
If a person is dissociated as a general partner, all of the following apply:
(a)
The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates.
(b)
The person's duties and obligations as a general partner under s. 179.0409 end with regard to matters arising and events occurring after the person's dissociation.
(c)
1.
The person may sign and deliver to the department for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner.
2.
The statement of dissociation or amendment under subd. 1. is a limitation on the authority of a person dissociated as a partner for the purposes of s. 179.04023.
(d)
Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(2)
A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
(3m)
Continued use of a limited partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the partnership's activities and affairs does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the partnership's activities and affairs.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0606 - Power to bind and liability of person dissociated as general partner.

179.0606
Power to bind and liability of person dissociated as general partner.
(1)
After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under subch. XI, or dissolved, the partnership is bound by an act of the person with respect to a transaction with another party only if all of the following apply:
(a)
The act would have bound the partnership under s. 179.0402 before dissociation.
(b)
At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.
(c)
At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(2)
If a limited partnership is bound under sub. (1), the person dissociated as a general partner which caused the partnership to be bound is liable to all of the following:
(a)
The partnership, for any damage caused to the partnership arising from the obligation incurred under sub. (1).
(b)
If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the liability.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0607 - Liability of person dissociated as general partner to other persons.

179.0607
Liability of person dissociated as general partner to other persons.
(1)
A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subs. (2) and (3), the person is not liable for a partnership obligation incurred after dissociation.
(2)
A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under s. 179.0804 to the same extent as a general partner under s. 179.0404.
(3)
A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable to a party on a transaction entered into by the partnership after the dissociation only if all of the following apply:
(a)
A general partner would be liable on the transaction.
(b)
At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.
(c)
At the time the other party enters into the transaction, the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(4)
By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership to the creditor.
(5)
A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0702 - Transfer of transferable interest.

179.0702
Transfer of transferable interest.
(1)
All of the following apply to a transfer, in whole or in part, of a transferable interest:
(a)
It is permissible.
(b)
It does not by itself cause a partner's dissociation or a dissolution and winding up of the limited partnership's activities and affairs.
(c)
Subject to s. 179.0704, it does not entitle the transferee to do any of the following:
1.
Participate in the management or conduct of the partnership's activities and affairs.
2.
Except as otherwise provided in sub. (3), have access to required information, records, or other information concerning the partnership's activities and affairs.
(2)
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(3)
In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.
(4)
A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(5)
A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(6)
A transfer of a transferable interest in violation of a valid restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(7)
Except as otherwise provided in ss. 179.0601 (2) (d) 2. and 179.0603 (4) (b), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(8)
If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under ss. 179.0502 and 179.0505 known to the transferee when the transferee becomes a partner.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0703 - Charging order.

179.0703
Charging order.
(1)
On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(2)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under sub. (1), the court may do any of the following:
(a)
Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made.
(b)
Make all other orders necessary to give effect to the charging order.
(3)
Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to s. 179.0702.
(4)
At any time before foreclosure under sub. (3), the partner or transferee whose transferable interest is subject to a charging order under sub. (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(5)
At any time before foreclosure under sub. (3), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(6)
This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(7)
This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0704 - Power of legal representative of deceased partner.

179.0704
Power of legal representative of deceased partner.
If a partner dies, the deceased partner's legal representative may exercise any of the following:
(1)
The rights of a transferee provided in s. 179.0702 (3).
(2)
For purposes of settling the estate, the rights of a current limited partner under s. 179.0304.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0802 - Winding up.

179.0802
Winding up.
(1)
A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in s. 179.0803, the partnership continues after dissolution only for the purpose of winding up.
(2)
(a)
In winding up its activities and affairs, a limited partnership shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership.
(b)
In winding up its activities and affairs, a limited partnership may do any of the following:
1.
Amend its certificate of limited partnership to state that the partnership is dissolved.
2.
Preserve the partnership's activities and affairs and property as a going concern for a reasonable time.
3.
Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.
4.
Transfer the partnership's property.
5.
Settle disputes by mediation or arbitration.
6.
Deliver to the department for filing a statement of termination stating the name of the partnership and that the partnership is terminated.
7.
Perform other acts necessary or appropriate to the winding up.
(3)
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. All of the following apply to a person appointed under this subsection:
(a)
The person has the powers of a general partner under s. 179.0804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership's activities and affairs.
(b)
The person shall deliver promptly to the department for filing an amendment to the partnership's certificate of limited partnership stating all of the following:
1.
That the partnership does not have a general partner.
2.
The name and street and mailing addresses of the person.
3.
That the person has been appointed pursuant to this subsection to wind up the partnership.
(4)
On the application of a partner, the circuit court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership's activities and affairs, if any of the following applies:
(a)
The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to sub. (3).
(b)
The applicant establishes other good cause.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0803 - Rescinding dissolution.

179.0803
Rescinding dissolution.
(1)
A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the circuit court has entered an order under s. 179.0801 (1) (f) dissolving the partnership, or the department has dissolved the partnership under s. 179.0811.
(2)
Rescinding dissolution under this section requires all of the following:
(a)
The affirmative vote or consent of each partner.
(b)
If the limited partnership has delivered to the department for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved, delivery to the department for filing of one of the following:
1.
If the amendment has not become effective, a statement of withdrawal under s. 179.0208 applicable to the amendment.
2.
If the amendment has become effective, an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(3)
If a limited partnership rescinds its dissolution, all of the following apply:
(a)
Subject to par. (c), the partnership resumes carrying on its activities and affairs as if dissolution had never occurred.
(b)
Subject to par. (c), the rescission relates back to and takes effect as of the effective date of the dissolution.
(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 rescission are not adversely affected.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0804 - Power to bind partnership after dissolution.

179.0804
Power to bind partnership after dissolution.
(1)
A limited partnership is bound by a general partner's act with respect to a transaction with another party after dissolution if any of the following applies:
(a)
The act is appropriate for winding up the partnership's activities and affairs, unless the partner did not have authority to act for the partnership in the particular matter and the party with which the partner was dealing knew or had notice that the partner lacked authority.
(b)
The act would have bound the partnership under s. 179.0402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(2)
A person dissociated as a general partner binds a limited partnership with respect to a transaction with another party through an act occurring after dissolution if all of the following apply:
(a)
At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.
(b)
At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(c)
The act is appropriate for winding up the partnership's activities and affairs, or the act would have bound the partnership under s. 179.0402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0805 - Liability after dissolution of general partner and person dissociated as general partner.

179.0805
Liability after dissolution of general partner and person dissociated as general partner.
(1)
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable to all of the following:
(a)
The partnership, for any damage caused to the partnership arising from the obligation.
(b)
If another general partner or person dissociated as a general partner is liable for the obligation, that other general partner or person, for any damage caused to that other general partner or person arising from the liability.
(2)
If a person dissociated as a general partner causes a limited partnership to incur an obligation under s. 179.0804 (2), the person is liable to all of the following:
(a)
The partnership, for any damage caused to the partnership arising from the obligation.
(b)
If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the obligation.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0806 - Known claims against dissolved limited partnership.

179.0806
Known claims against dissolved limited partnership.
(1)
Except as otherwise provided in sub. (4), a dissolved limited partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3).
(2)
A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must do all of the following:
(a)
Specify the information required to be included in a claim.
(b)
State that a claim must be in writing and provide a mailing address to which the claim is to be sent.
(c)
State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is effective under s. 179.0103 (7m).
(d)
State that the claim will be barred if not received by the deadline.
(e)
Unless the partnership has been throughout its existence a limited liability limited partnership, 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)
A claim against a dissolved limited partnership is barred if the claim is a known claim and the notice requirements of sub. (2) are met with respect to the claim and any of the following applies:
(a)
The claim is not received by the specified deadline.
(b)
If the claim is timely received but rejected by the partnership, all of the following apply:
1.
The partnership notifies the claimant in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the notice is effective under s. 179.0103 (7m).
2.
The claimant does not commence the required action within 90 days after the notice of rejection is effective under s. 179.0103 (7m).
(4)
This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.
(4r)
The provisions of s. 179.0103 (7m) shall apply to notices under this section.
History:  2021 a. 258.