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2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0602 - Power to dissociate as partner; wrongful dissociation.

178.0602
Power to dissociate as partner; wrongful dissociation.
(1)
A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under s. 178.0601 (1).
(2)
A person's dissociation as a 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)
In the case of a partnership for a definite term or particular undertaking, the dissociation occurs before the expiration of the term or the completion of the undertaking and any of the following applies:
1.
The person withdraws as a partner by express will, unless the withdrawal follows not later than 90 days after another person's dissociation by death or otherwise under s. 178.0601 (6) to (10) or wrongful dissociation under this subsection.
2.
The person is expelled as a partner by judicial order under s. 178.0601 (5).
3.
The person is dissociated under s. 178.0601 (6).
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 because it willfully dissolved or terminated.
(3)
A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0603 - Effect of dissociation.

178.0603
Effect of dissociation.
(1)
If a person's dissociation results in a dissolution and winding up of the partnership business, subch. VIII applies; otherwise, subch. VII applies.
(2)
If a person is dissociated as a partner, all of the following apply:
(a)
The person's right to participate in the management and conduct of the partnership's business terminates, except as otherwise provided in s. 178.0802 (3).
(b)
The person's duties and obligations under s. 178.0409 end with regard to matters arising and events occurring after the person's dissociation, except to the extent the partner participates in winding up the partnership's business pursuant to s. 178.0802.
(3)
A person's dissociation does not of itself discharge the person from any debt, obligation, or other liability to the partnership or the other partners which the person incurred while a partner.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0702 - Power to bind and liability of person dissociated as partner.

178.0702
Power to bind and liability of person dissociated as partner.
(1)
After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the 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. 178.0301 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 partner.
(2)
If a partnership is bound under sub. (1), the person dissociated as a 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 partner or another person dissociated as a partner is liable for the obligation, the partner or other person, for any damage caused to the partner or other person arising from the liability.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0703 - Liability of person dissociated as partner to other persons.

178.0703
Liability of person dissociated as partner to other persons.
(1)
Except as otherwise provided in sub. (2) or s. 178.0308 (1), a person dissociated as a partner is not liable for a partnership obligation incurred after dissociation.
(2)
A person that is dissociated as a partner is liable to a party on a transaction entered into by the partnership after the dissociation only if all of the following apply:
(a)
The person would have been liable on the transaction had the person not been dissociated.
(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 partner.
(3)
By agreement with a creditor of a partnership and the partnership, a person dissociated as a partner may be released from liability for a debt, obligation, or other liability of the partnership.
(4)
A person dissociated as a partner is released from liability for a debt, obligation, or other liability of the partnership if the partnership's creditor, with knowledge or notice of the person's dissociation 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:  2015 a. 295.
Notwithstanding an agreement between the partners, both partners were liable for a prior partnership obligation since there was no agreement under s. 178.31 (2), 1975 stats. Fox Valley Builders Corp. v. Day, 71 Wis. 2d 785, 238 N.W.2d 748 (1976).
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0704 - Statement of dissociation.

178.0704
Statement of dissociation.
(1)
A person dissociated as a partner or the partnership may deliver to the department for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership.
(2)
A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of s. 178.0303.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0705 - Continued use of partnership name.

178.0705
Continued use of partnership name.
Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0801 - Events causing dissolution.

178.0801
Events causing dissolution.
A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:
(1)
In a partnership at will, any of the following:
(a)
The partnership knows or has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under s. 178.0601 (2) to (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date.
(b)
The affirmative vote or consent of all the partners to wind up the partnership business.
(2)
In a partnership for a definite term or particular undertaking, any of the following:
(a)
Within 90 days after a person's dissociation by death or otherwise under s. 178.0601 (6) to (10) or wrongful dissociation under s. 178.0602 (2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person's rightful dissociation pursuant to s. 178.0602 (2) (b) 1. constitutes that partner's consent to wind up the partnership business.
(b)
The affirmative vote or consent of all the partners to wind up the partnership business.
(c)
The expiration of the term or the completion of the undertaking.
(3)
An event or circumstance that the partnership agreement states causes dissolution.
(4)
On application by a partner, the entry by the circuit court of an order dissolving the partnership on any of the following grounds:
(a)
That the conduct of all or substantially all the partnership's business is unlawful.
(b)
That the economic purpose of the partnership is likely to be unreasonably frustrated.
(c)
That another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.
(d)
That it is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
(5)
On application by a transferee, the entry by the circuit court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business under any of the following circumstances:
(a)
After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.
(b)
At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
(6)
The passage of 90 consecutive days during which the partnership does not have at least 2 partners.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0802 - Winding up.

178.0802
Winding up.
(1)
A dissolved partnership shall wind up its business and, except as otherwise provided in s. 178.0803, the partnership continues after dissolution only for the purpose of winding up.
(2)
(a)
In winding up its business, the partnership shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's business, and marshal and distribute the assets of the partnership.
(b)
In winding up its business, the partnership may do any of the following:
1.
Deliver to the department for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved.
2.
Preserve the partnership business 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)
A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.
(4)
If a dissolved partnership does not have a partner and no person has the right to participate in winding up under sub. (3), the personal or legal representative of the last person to have been a partner may wind up the partnership's business. If no person has or exercises the right to participate in winding up, a person to wind up the partnership's business may be appointed by the affirmative vote or consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this subsection has the powers of a partner under s. 178.0804 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 partnership's business.
(5)
On the application of any partner or person entitled under sub. (3) to participate in winding up, the circuit court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership's business, if any of the following applies:
(a)
The partnership does not have a partner and within a reasonable time following the dissolution no person has been appointed under sub. (4).
(b)
The applicant establishes other good cause.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0803 - Rescinding dissolution.

178.0803
Rescinding dissolution.
(1)
A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective or the circuit court has entered an order under s. 178.0801 (4) or (5) dissolving the partnership.
(2)
Rescinding dissolution under this section requires all of the following:
(a)
The affirmative vote or consent of each partner.
(b)
If the partnership has delivered to the department for filing a statement of dissolution, delivery to the department for filing of one of the following additional statements:
1.
If the statement of dissolution has not become effective, a statement of withdrawal under s. 178.0115 applicable to the statement of dissolution.
2.
If the statement of dissolution has become effective, a statement of rescission stating the name of the partnership and that dissolution has been rescinded under this section.
(3)
If a partnership rescinds its dissolution, all of the following apply:
(a)
The partnership resumes carrying on its business as if dissolution had never occurred.
(b)
Subject to par. (c), any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred.
(c)
The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0804 - Power to bind partnership after dissolution.

178.0804
Power to bind partnership after dissolution.
(1)
A partnership is bound by a 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 business, unless the partner did not have authority to act for the partnership in the particular matter and the person 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. 178.0301 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 partner binds a 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 partner.
(c)
The act is appropriate for winding up the partnership's business or the act would have bound the partnership under s. 178.0301 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:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0805 - Liability after dissolution of partner and person dissociated as partner.

178.0805
Liability after dissolution of partner and person dissociated as partner.
(1)
If a partner having knowledge of the dissolution causes a partnership to incur an obligation under s. 178.0804 (1) by an act that is not appropriate for winding up the partnership business, the 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 partner or person dissociated as a partner is liable for the obligation, that other partner or person, for any damage caused to that other partner or person arising from the liability.
(2)
Except as otherwise provided in sub. (3), if a person dissociated as a partner causes a partnership to incur an obligation under s. 178.0804 (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 partner or another person dissociated as a partner is liable for the obligation, the partner or other person, for any damage caused to the partner or other person arising from the liability.
(3)
A person dissociated as a partner is not liable under sub. (2) if all of the following apply:
(a)
Section 178.0802 (3) permits the person to participate in winding up.
(b)
The act that causes the partnership to be bound under s. 178.0804 (2) is appropriate for winding up the partnership's business.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0806 - Disposition of assets in winding up; when contributions required.

178.0806
Disposition of assets in winding up; when contributions required.
(1)
In winding up its business, a 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 partnership complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 178.0504:
(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 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 partnership, the following rules apply:
(a)
Each person that was a partner when the obligation was incurred and that has not been released from the obligation under s. 178.0703 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 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 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.
(5)
If a 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.
(6)
All distributions made under sub. (2) must be paid in money.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0807 - Known claims against dissolved limited liability partnership.

178.0807
Known claims against dissolved limited liability partnership.
(1)
Except as otherwise provided in sub. (4), a dissolved limited liability partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3).
(2)
A dissolved limited liability 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. 178.0103 (6).
(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 partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on s. 178.0306.
(3)
A claim against a dissolved limited liability 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 limited liability 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. 178.0103 (6).
2.
The claimant does not commence the required action within 90 days after the notice of rejection is effective under s. 178.0103 (6).
(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. 178.0103 (6) shall apply to notices under this section.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0808 - Claims against dissolved limited liability partnership generally.

178.0808
Claims against dissolved limited liability partnership generally.
(1)
A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership, whether known or unknown, 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 liability 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 partnership, it must state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on s. 178.0306.
(3)
If a dissolved limited liability 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. 178.0807.
(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. 178.0807 may be enforced against any of the following:
(a)
A dissolved limited liability partnership, to the extent of its undistributed assets.
(b)
Except as otherwise provided in s. 178.0809, 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. 178.0306, 178.0703, or 178.0805.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0809 - Court proceedings.

178.0809
Court proceedings.
(1)
A dissolved limited liability partnership that has published a notice under s. 178.0808 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.
(2)
Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 178.0808.
(3)
Not later than 10 days after the filing of an application under sub. (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership.
(4)
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 liability partnership.
(5)
A dissolved limited liability 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:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0810 - Liability of partner and person dissociated as partner when claim against partnership barred.

178.0810
Liability of partner and person dissociated as partner when claim against partnership barred.
If a claim against a dissolved partnership is barred under s. 178.0807, 178.0808, or 178.0809, any corresponding claim under s. 178.0306, 178.0703, or 178.0805 is also barred.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0901 - Statement of qualification.

178.0901
Statement of qualification.
(1)
A domestic partnership may become a limited liability partnership pursuant to this section.
(2)
The terms and conditions on which a domestic partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.
(3)
After the approval required by sub. (2), a partnership may become a limited liability partnership by delivering to the department for filing a statement of qualification. The statement must contain all of the following:
(a)
The name of the partnership, which name satisfies s. 178.0902.
(b)
The street and mailing addresses of the partnership's principal office and, if different, the street address of an office in this state, if any.
(c)
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.
(d)
A statement that the partnership elects to become a limited liability partnership.
(4)
The partnership's status as a limited liability partnership begins when its statement of qualification becomes effective as provided in s. 178.0114 and remains effective, regardless of changes in the partnership, until it is canceled pursuant to sub. (6) or administratively revoked pursuant to ss. 178.09031 and 178.09032.
(5)
The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.
(5r)
A partnership that becomes, or ceases to be, a limited liability partnership is for all purposes the same partnership that existed before such change in status and continues to be a partnership under this chapter.
(6)
A limited liability partnership may amend or cancel its statement of qualification by delivering to the department for filing a statement of amendment or cancellation. A statement of cancellation must be approved by the affirmative vote or consent of all the partners. A statement of amendment or cancellation shall state the name of the limited liability partnership and also state the following:
(a)
In the case of an amendment, the text of the amendment.
(b)
In the case of a cancellation, that the statement of qualification is canceled.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.09031 - Grounds for revocation.

178.09031
Grounds for revocation.
The department may bring a proceeding under s. 178.09032 to administratively revoke the statement of qualification of a limited liability partnership if any of the following occurs:
(1)
The partnership does not pay, within one year after they are due, any fees or penalties due the department under this chapter.
(2)
The partnership does not have on file its annual report with the department within one year after it is due.
(3)
The partnership is without a registered agent or registered office in this state for at least one year.
(4)
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.
(5)
The partnership violates s. 940.302 (2) or 948.051 (2).
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.09032 - Procedure for and effect of administrative revocation.

178.09032
Procedure for and effect of administrative revocation.
(1)
If the department determines that one or more grounds exist under s. 178.09031 for revoking a limited liability partnership's statement of qualification, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered office of the partnership.
(2)
(a)
Within 60 days after the notice under sub. (1) takes effect under s. 178.0103 (6), the partnership shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b)
If the partnership fails to satisfy par. (a), the department may revoke the partnership's statement of qualification. The department shall enter a notation in its records to reflect each ground for revocation and the effective date of revocation and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered office of the partnership.
(3)
(a)
If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the 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 partnership's principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department's Internet site.
(4)
A revocation under sub. (2) (b) affects only the partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
(5)
The partnership's right to the exclusive use of its partnership name terminates on the effective date of the revocation of its statement of qualification under sub. (2) (b).
(6)
The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0904 - Reinstatement following administrative revocation.

178.0904
Reinstatement following administrative revocation.
(1)
A partnership whose statement of qualification is administratively revoked 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 the revocation of its statement of qualification.
(b)
A statement that each ground for revocation either did not exist or has been cured.
(c)
A statement that the partnership's name satisfies s. 178.0902.
(2)
(a)
Upon application, the department shall reinstate a partnership's statement of qualification 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 partnership's statement of qualification under par. (a), the department shall enter a notation in its records revising the notation specified in s. 178.09032 (2) (b) to reflect cancellation of the revocation and reinstatement of the partnership's statement of qualification. 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 revocation.
(b)
Except as provided in par. (c), the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
(c)
The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0905 - Appeal from denial of reinstatement.

178.0905
Appeal from denial of reinstatement.
(1)
If the department denies a partnership's application for reinstatement under s. 178.0904, the department shall serve the partnership with a written notice, addressed to the registered office of the partnership, that explains each reason for denial.
(2)
The 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, its registered office is located, within 30 days after service of the notice of denial is effective under s. 178.0103 (6). To appeal, the partnership shall petition the court to set aside the revocation and attach to the petition copies of the department's notice of revocation under s. 178.09032 (2) (b), the partnership's application for reinstatement under s. 178.0904 (1), and the department's notice of denial under sub. (1).
(3)
The court may order the department to reinstate the partnership's statement of qualification 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:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0906 - Reservation of name.

178.0906
Reservation of name.
(1)
A person may reserve the exclusive use of a name that complies with s. 178.0902, including a fictitious name for a foreign limited liability partnership whose partnership name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.
(2)
The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0907 - Registration of name.

178.0907
Registration of name.
(1)
A foreign limited liability partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 178.1006 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 178.0902.
(2)
To register its name or a fictitious name adopted pursuant to s. 178.1006 (1), a foreign limited liability partnership must deliver to the department for filing an application stating the partnership's name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 178.1006 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.
(3)
The registration of a name under this section expires annually on December 31.
(4)
A foreign limited liability partnership whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.
(5)
A foreign limited liability partnership whose name registration is effective may register as a foreign limited liability partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0908 - Registered agent and registered office.

178.0908
Registered agent and registered office.
(1)
Each limited liability partnership and each registered foreign limited liability partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the partnership or foreign partnership that the agent has consented to serve.
(1m)
The registered office of a limited liability partnership or registered foreign limited liability partnership may, but need not, be the same as any of the partnership's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent of a limited liability partnership or registered foreign limited liability partnership shall be any of the following:
(a)
A natural person who resides in this state and whose business office is identical with the registered office.
(b)
A domestic corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership whose business office is identical with the registered office.
(c)
A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.
(2)
A registered agent for a limited liability partnership or registered foreign limited liability partnership must have an e-mail account and a place of business in this state.
(3)
The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a)
To forward to the limited liability partnership or registered foreign limited liability partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent.
(b)
If the registered agent resigns, to provide the notice required by s. 178.0910 (3) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership.
(c)
To keep current the information with respect to the agent in the statement of qualification or foreign registration statement.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0909 - Change of registered agent or registered office by limited liability partnership.

178.0909
Change of registered agent or registered office by limited liability partnership.
(1)
A limited liability partnership or registered foreign limited liability partnership may change its registered agent or registered office as provided in s. 178.0913 (5) or by delivering to the department for filing a statement of change that states all of the following:
(a)
The name of the partnership or foreign partnership.
(b)
The information that is to be in effect as a result of the filing of the statement of change.
(2)
The partners of a limited liability partnership need not approve the filing of any of the following:
(a)
A statement of change under this section.
(b)
A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
(3)
A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability partnership or registered foreign limited liability partnership that the agent has consented to serve.
(4)
As an alternative to using the procedure in this section, a limited liability partnership may amend its statement of qualification.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0910 - Resignation of registered agent.

178.0910
Resignation of registered agent.
(1)
A registered agent may resign as an agent for a limited liability partnership or registered foreign limited liability partnership by delivering to the department for filing a statement of resignation that states all of the following:
(a)
The name of the partnership or foreign partnership.
(b)
The name of the agent.
(c)
That the agent resigns from serving as registered agent for the partnership or foreign partnership.
(d)
The address of the partnership or foreign partnership to which the agent will send the notice required by sub. (3).
(2)
The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:
(a)
Sixty days after the department receives the statement of resignation for filing.
(b)
The date on which the appointment of a successor registered agent is effective.
(3)
A registered agent promptly shall furnish to the limited liability partnership or registered foreign limited liability partnership notice in a record of the date on which a statement of resignation was filed.
(4)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability partnership or registered foreign limited liability partnership. The resignation does not affect any contractual rights the partnership or foreign partnership has against the agent or that the agent has against the partnership or foreign partnership.
(5)
A registered agent may resign with respect to a limited liability partnership or registered foreign limited liability partnership whether or not the partnership or foreign partnership is in good standing.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0911 - Change of name or address by registered agent.

178.0911
Change of name or address by registered agent.
(1)
If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any limited liability partnership or foreign limited liability partnership for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the partnership or foreign partnership in writing of the change and deliver to the department for filing a statement of change that recites that the partnership or foreign partnership has been notified of the change and states all of the following:
(a)
The name of the partnership or foreign partnership represented by the registered agent.
(b)
The name, e-mail address, and street address of the agent as currently shown in the records of the department for the partnership or foreign partnership.
(c)
Any new name, new e-mail address, or new street address of the agent.
(2)
A registered agent promptly shall furnish notice to the represented limited liability partnership or registered foreign limited liability partnership of the filing by the department of the statement of change and the changes made by the statement.
History:  2015 a. 295; 2021 a. 258.