reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0110 - Applicability.

178.0110
Applicability.
(1)
This chapter applies to a partnership formed on or after January 1, 2018, unless the partnership is the successor to a partnership under s. 178.36, 2013 stats.
(2)
On January 1, 2018, this chapter applies to a partnership formed before January 1, 2018, including a partnership that is the successor to a partnership under s. 178.36, 2013 stats., except as follows:
(a)
If a partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between July 1, 2016, and January 1, 2018, and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.
(b)
If a partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 178, 2013 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2018, the partnership shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.
(c)
Any statement of applicability to be subject to this chapter pursuant to a valid election by the partnership shall be irrevocable upon such filing.
(d)
Upon this chapter becoming applicable with respect to a partnership, all of the following apply:
1.
This chapter shall not, and the corresponding provisions of ch. 178, 2013 stats., shall, be applicable with respect to obligations incurred by the partnership prior to such applicability.
2.
Any provisions of a partnership agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the partnership shall continue to be valid and applicable to the extent allowed under prior law.
3.
A registration statement filed by a registered limited liability partnership or foreign registered limited liability partnership under ch. 178, 2013 stats., shall be effective as a statement of qualification or statement of foreign qualification, respectively, under this chapter.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0111 - Delivery of record.

178.0111
Delivery of record.
(1)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(2)
Delivery to the department is effective only when a record is received by the department.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0112 - Signing and filing pursuant to judicial order.

178.0112
Signing and filing pursuant to judicial order.
(1)
If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following:
(a)
The person to sign the record.
(b)
The person to deliver the record to the department for filing.
(c)
The department to file the record unsigned.
(2)
If a petitioner under sub. (1) is not the partnership or foreign partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.
(3)
A record filed under sub. (1) (c) is effective without being signed.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0113 - Filing requirements.

178.0113
Filing requirements.
(1)
Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:
(a)
The filing of the record must be required or permitted by this chapter.
(b)
The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.
(c)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(d)
The record must be signed by a person authorized or required under this chapter to sign the record.
(e)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(f)
The record must contain the name of the drafter, if required by s. 182.01 (3).
(1m)
The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
(2)
If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.
(3)
When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.
(5)
The department may provide forms for filings required or permitted to be made by this chapter and may require their use.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0114 - Effective date and time.

178.0114
Effective date and time.
Except as otherwise provided in s. 178.0115 and subject to s. 178.0116 (3), a record filed under this chapter is effective as follows:
(1)
Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date:
(a)
The time of day specified in the document as its effective time.
(b)
If no effective time is specified, at the close of business.
(2)
The date that a document is received by the department is determined by the department's endorsement on the original document under s. 178.0117 (2).
(3)
A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0115 - Withdrawal of filed record before effectiveness.

178.0115
Withdrawal of filed record before effectiveness.
(1)
Except as otherwise provided in ss. 178.1123 (2), 178.1133 (2), 178.1143 (2), and 178.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.
(2)
A statement of withdrawal must satisfy all of the following:
(a)
It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.
(b)
It must identify the record to be withdrawn.
(c)
If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(3)
On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0116 - Correcting filed record.

178.0116
Correcting filed record.
(1)
A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:
(a)
The record at the time of filing was inaccurate.
(b)
The record was defectively signed.
(c)
The electronic transmission of the record to the department was defective.
(2)
To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.
(3)
(a)
A statement of correction may not state a delayed effective date.
(b)
A statement of correction must satisfy all of the following:
1.
It must be signed by the person correcting the filed record.
2.
It must identify the filed record to be corrected.
3.
It must specify the inaccuracy or defect to be corrected.
4.
It must correct the inaccuracy or defect.
(4)
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 178.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0117 - Duty of department to file; review of refusal to file; delivery of record by department.

178.0117
Duty of department to file; review of refusal to file; delivery of record by department.
(1)
The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.
(2)
When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the partnership to which the statement pertains.
(3)
If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:
(a)
Return the record or notify the person that submitted the record of the refusal.
(b)
Provide a brief explanation in a record of the reason for the refusal.
(4)
If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(5)
The filing of or refusal to file a record does not create a presumption of any of the following:
(a)
That the record does or does not conform to the requirements of this chapter.
(b)
That the information contained in the record is correct or incorrect.
(6)
Except as otherwise provided by s. 178.0912 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:
(a)
In person to the person that submitted it.
(b)
To the address of the person's registered agent.
(c)
To the principal office of the person.
(d)
To another address the person provides to the department for delivery.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0120 - Fees; certified copies; filing false documents.

178.0120
Fees; certified copies; filing false documents.
(1)
Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).
(2)
(a)
Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:
1.
Annual report of a domestic limited liability partnership, $25.
2.
Annual report of a foreign limited liability partnership, $65.
3.
Articles of merger, conversion, interest exchange, or domestication, $150.
4.
Domestic statement of qualification, $100.
5.
Foreign registration statement, $100.
6.
Foreign transfer of registration, $50.
7.
Reinstatement after revocation, $100.
8.
Renewal application, $40.
9.
Statement of amendment, cancellation, change, correction, denial, dissociation, dissolution, renewal, rescission, termination, or withdrawal, $40.
10.
Statement of partnership authority, $100.
11.
Amendment or statement of withdrawal of foreign registration statement, $40.
12.
Written application for reserved name or renewal of reserved name, $15.
13.
Notice of transfer of reserved or registered name, $10.
14.
Application for registered name or renewal of registered name, $50.
15.
Domestic or foreign limited liability partnership's statement of change of registered office, $10.
16.
Agent's statement of change of registered office, $10 for each affected domestic or foreign limited liability partnership, except if simultaneous filings are made, the fee is reduced to $1 for each affected domestic or foreign limited liability partnership in excess of 200.
17.
Agent's statement of resignation, $10.
(b)
In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter or for preparing in an expeditious manner a certificate of status under s. 178.0121.
(c)
The department may, by rule, specify a larger fee for filing records in paper format.
(3)
A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.
(4)
A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.
History:  2015 a. 295; 2017 a. 59; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0121 - Certificate of status.

178.0121
Certificate of status.
(1)
Any person may obtain from the department, upon request, a certificate of status for a limited liability partnership or a foreign limited liability partnership.
(2)
A certificate of status shall include all of the following information:
(a)
The domestic limited liability partnership's partnership name or the foreign limited liability partnership's partnership name and fictitious name, if any, used in this state.
(b)
Whether each of the following is true:
1.
The domestic limited liability partnership is a limited liability partnership whose governing law is the law of this state, or the foreign limited liability partnership is authorized to transact business in this state.
2.
The domestic limited liability partnership or the foreign limited liability partnership has, during its most recently completed report year, filed with the department an annual report required by s. 178.0913.
3.
The domestic limited liability partnership has not filed a cancellation of its statement of qualification.
4.
The foreign limited liability partnership has not filed a statement of withdrawal of its registration statement under s. 178.1011 and, if not, the effective date of its registration statement.
(c)
The domestic limited liability partnership's effective date of its statement of qualification and the period of its duration if less than perpetual.
(3)
The certificate of status may include other facts of record in the department that are requested.
(4)
Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited liability partnership or the foreign limited liability partnership is in existence or is authorized to transact business in this state.
(5)
Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0201 - Partnership as entity.

178.0201
Partnership as entity.
(1)
A partnership is an entity distinct from its partners.
(2)
A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under s. 178.0901.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0202 - Formation of partnership.

178.0202
Formation of partnership.
(1)
Except as otherwise provided in sub. (2), the association of 2 or more persons to carry on, as co-owners, a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(2)
An association whose governing law is other than the law of this state is not a partnership under this chapter.
(3)
In determining whether a partnership is formed, the following rules apply:
(a)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(b)
The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(c)
A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment of or for any of the following:
1.
A debt by installments or otherwise.
2.
Services as an independent contractor or wages or other compensation to an employee.
3.
Rent.
4.
An annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner.
5.
Interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral.
6.
The sale of the goodwill of a business or other property by installments or otherwise.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0204 - When property is partnership property.

178.0204
When property is partnership property.
(1)
Property is partnership property if acquired in the name of any of the following:
(a)
The partnership.
(b)
One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(2)
Property is acquired in the name of the partnership by a transfer to any of the following:
(a)
The partnership in its name.
(b)
One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3)
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(4)
Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0301 - Partner agent of partnership.

178.0301
Partner agent of partnership.
Subject to the effect of a statement of partnership authority under s. 178.0303, the following rules apply:
(1)
Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of a record, in the partnership's name, for apparently carrying on in the ordinary course the partnership's business or business of the kind carried on by the partnership binds the partnership, 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.
(2)
An act of a partner which is not apparently for carrying on in the ordinary course the partnership's business or business of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0302 - Transfer of partnership property.

178.0302
Transfer of partnership property.
(1)
Partnership property may be transferred as follows:
(a)
Subject to the effect of a statement of partnership authority under s. 178.0303, partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partnership name.
(b)
Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.
(c)
Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.
(2)
A partnership may recover partnership property from a transferee, as a result of the lack of authority under this subchapter to make the transfer, only if the partnership proves that signing of the instrument of initial transfer did not bind the partnership under s. 178.0301 and if any of the following is true:
(a)
As to a subsequent transferee who gave value for property transferred under sub. (1) (a) or (b), the partnership proves that the subsequent transferee knew or had been notified that the person who signed the instrument of initial transfer lacked authority to bind the partnership.
(b)
As to a transferee who gave value for property transferred under sub. (1) (c), the partnership proves that the transferee knew or had been notified of all of the following:
1.
The property was partnership property.
2.
The person who signed the instrument of initial transfer lacked authority to bind the partnership.
(3)
A partnership may not recover partnership property from a subsequent transferee, for lack of authority under this subchapter to make the transfer, if the partnership would not have been entitled to recover the property under sub. (2) from any earlier transferee of the property.
(4)
If a person holds all of the partners' interests in a partnership that is dissolved under subch. VIII, all the partnership property vests in that person. The person may sign a record in the name of the partnership to evidence vesting of the property in that person and may file or record the record.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0304 - Statement of denial.

178.0304
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 partnership and the caption of the statement of authority to which the statement of denial pertains.
(2)
Denies the grant of authority.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0305 - Partnership liable for partner's actionable conduct.

178.0305
Partnership liable for partner's actionable conduct.
(1)
A 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 partner acting in the ordinary course of business of the partnership or with the actual or apparent authority of the partnership.
(2)
If, in the course of the partnership's business or while acting with actual or apparent authority of the partnership, a 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 partner, the partnership is liable for the loss.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0306 - Partner's liability.

178.0306
Partner's liability.
(1)
Except as otherwise provided in subs. (2) to (3m), all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.
(2)
A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner.
(3)
(a)
Except as provided in sub. (3m), a debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such a debt, obligation, or other liability of the limited liability partnership solely by reason of being or acting as a 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 partnership under s. 178.0901 (2).
(c)
This subsection applies regardless of the dissolution of the limited liability partnership.
(3m)
(a)
To the extent a partnership has or is deemed to have elected under par. (b) to have this par. (a) apply, sub. (3) does not affect the liability of a partner in a limited liability partnership for any of the following that occurs while the partnership is subject to this subsection:
1.
The partner's own omissions, negligence, wrongful acts, misconduct, or malpractice.
2.
The omissions, negligence, wrongful acts, misconduct, or malpractice of any person acting under the partner's actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct, or malpractice occurred.
(b)
1.
Except as provided in subd. 3., a limited liability partnership that became a limited liability partnership before January 1, 2018, is deemed to have elected to have par. (a) apply.
2.
Except as provided in subd. 3, a limited liability partnership that became a limited liability partnership on or after January 1, 2018, is deemed to not have elected to have par. (a) apply.
3.
A limited liability partnership may change its election under this paragraph by filing an amended statement of qualification to that effect. This amendment may be made at any time, but shall be effective prospectively only.
(4)
The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership.
(5)
The cancellation or administrative revocation of a limited liability partnership's statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0307 - Actions by and against partnership and partners.

178.0307
Actions by and against partnership and partners.
(1)
A partnership may sue and be sued in the name of the partnership.
(2)
To the extent not inconsistent with s. 178.0306, a partner may be joined in an action against the partnership or named in a separate action.
(3)
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(4)
A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under s. 178.0306 and any of the following is true:
(a)
A judgment based on the same claim has been obtained against the 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 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 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 partner by law or contract independent of the existence of the partnership.
(5)
This section applies to any debt, liability, or other obligation of a partnership which results from a representation by a partner or purported partner under s. 178.0308.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0308 - Liability of purported partner.

178.0308
Liability of purported partner.
(1)
If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2)
If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3)
A person is not liable as a partner merely because the person is named by another as a partner in a statement of partnership authority.
(4)
A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the person's dissociation as a partner.
(5)
Except as otherwise provided in subs. (1) and (2) and subch. VII, persons who are not partners as to each other are not liable as partners to other persons.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0402 - Becoming partner.

178.0402
Becoming partner.
(1)
Upon formation of a partnership, a person becomes a partner under s. 178.0202 (1).
(2)
After formation of a partnership, a person becomes a partner in any of the following ways:
(a)
As provided in a partnership agreement.
(b)
As a result of a transaction effective under subch. XI.
(c)
With the affirmative vote or consent of all the partners.
(3)
A person may become a 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:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0403 - Form of contribution.

178.0403
Form of contribution.
A contribution may consist of money or other property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer money or property to, perform services for, or provide another benefit to the partnership.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0404 - Liability for contribution.

178.0404
Liability for contribution.
(1)
A person's obligation to make a contribution to a 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 partnership to contribute money equal to the value 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 liability 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:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0405 - Sharing of and right to distributions before dissolution.

178.0405
Sharing of and right to distributions before dissolution.
(1)
Any distribution made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under s. 178.0503 or charging order in effect under s. 178.0504.
(2)
Subject to s. 178.0701, a person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.
(3)
A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in s. 178.0806 (6), 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 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 partner on whose account the distribution is made.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0407 - Liability for improper distributions by limited liability partnership.

178.0407
Liability for improper distributions by limited liability partnership.
(1)
Except as otherwise provided in sub. (2), if a partner of a limited liability partnership consents to a distribution made in violation of s. 178.0406 and in consenting to the distribution fails to comply with s. 178.0409, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 178.0406.
(2)
To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other partners, the liability stated in sub. (1) applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility.
(3)
A person that receives a distribution knowing that the distribution violated s. 178.0406 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 178.0406.
(4)
A person against which an action is commenced because the person is liable under sub. (1) may do any of the following:
(a)
Implead any other person that is liable under sub. (1) and seek to enforce a right of contribution from the person.
(b)
Implead any person that received a distribution in violation of sub. (3) and seek to enforce a right of contribution from the person in the amount the person received in violation of sub. (3).
(5)
An action under this section is barred unless commenced not later than 2 years after the distribution.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0409 - Standards of conduct for partners.

178.0409
Standards of conduct for partners.
(1)
A partner owes to the partnership and the other partners the duties of loyalty and care stated in subs. (2) and (3).
(2)
The fiduciary duty of loyalty of a partner includes all of the following duties:
(a)
The duty to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in or from any of the following:
1.
The conduct or winding up of the partnership's business.
2.
A use by the 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 business 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 of the partnership's business before the dissolution of the partnership.
(3)
The duty of care of a partner in the conduct or winding up of the partnership business 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. 178.0105 (3) (h).
(4)
A 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 partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner's conduct furthers the partner's own interest.
(6)
All the partners, 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 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 partnership.
(8)
If, as permitted by sub. (6) or the partnership agreement, a partner enters into a transaction with the partnership which otherwise would be prohibited by sub. (2) (b), the partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0410 - Actions by partnership and partners.

178.0410
Actions by partnership and partners.
(1)
A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(2)
A partner may maintain an action against the partnership or another partner, with or without an accounting as to partnership business, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(3)
A right to an accounting on dissolution and winding up does not revive a claim barred by law.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0411 - Continuation of partnership beyond definite term or particular undertaking.

178.0411
Continuation of partnership beyond definite term or particular undertaking.
(1)
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(2)
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0503 - Transfer of transferable interest.

178.0503
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 person's dissociation as a partner or a dissolution and winding up of the partnership business.
(c)
Subject to s. 178.0505, it does not entitle the transferee to do any of the following:
1.
Participate in the management or conduct of the partnership's business.
2.
Except as otherwise provided in sub. (3), have access to records or other information concerning the partnership's business.
(2)
A transferee has the right to all of the following:
(a)
To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(b)
To seek under s. 178.0801 (5) a judicial determination that it is equitable to wind up the partnership business.
(3)
In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.
(4)
A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(5)
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.
(6)
Except as otherwise provided in s. 178.0601 (4) (b), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.
(7)
If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner's obligations under ss. 178.0404 and 178.0407 known to the transferee when the transferee becomes a partner.
History:  2015 a. 295.
A partner's interest in partnership property is assignable by inter vivos gift, provided the elements of such a gift are established. Estate of Schreiber, 68 Wis. 2d 135, 227 N.W.2d 917 (1992).
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0504 - Charging order.

178.0504
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 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. 178.0503.
(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 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:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0505 - Power of legal representative of deceased partner.

178.0505
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. 178.0503 (3).
(2)
For purposes of settling the estate, the rights the deceased partner had under s. 178.0408.
History:  2015 a. 295.