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2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0106 - Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement.

179.0106
Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement.
(1)
A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(2)
A person that becomes a partner is deemed to assent to the partnership agreement.
(3)
Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0107 - Partnership agreement; effect on 3rd parties and relationship to records effective on behalf of limited partnership.

179.0107
Partnership agreement; effect on 3rd parties and relationship to records effective on behalf of limited partnership.
(1)
A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2)
The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 179.0703 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(a)
Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner.
(b)
The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(3)
If a record delivered by a limited partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 179.0105 (3) or (4) (b) if contained in the partnership agreement, the provision is ineffective in the record.
(4)
Subject to sub. (3), if a record delivered by a limited partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply:
(a)
The agreement prevails as to partners, persons dissociated as partners, and transferees.
(b)
The record prevails as to other persons to the extent they reasonably rely on the record.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0108 - Required information.

179.0108
Required information.
A limited partnership shall maintain all of the following information:
(1)
A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
(2)
A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed.
(3)
A copy of any filed articles of merger, interest exchange, conversion, or domestication.
(4)
A copy of the partnership's federal, state, and local income tax returns, if any, for the 3 most recent years.
(5)
A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.
(6)
A copy of the financial statements of the partnership, if any, for the 3 most recent years.
(7)
A copy of the 3 most recent annual reports delivered by the partnership to the department pursuant to s. 179.0212.
(8)
A copy of any record made by the partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.
(9)
Unless contained in a partnership agreement made in a record, a record stating all of the following:
(a)
A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner.
(b)
The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each partner are to be made.
(c)
For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity.
(d)
Any events upon the occurrence of which the partnership is to be dissolved and its activities and affairs wound up.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0109 - Dual capacity.

179.0109
Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0110 - Nature, purpose, and duration of limited partnership.

179.0110
Nature, purpose, and duration of limited partnership.
(1)
A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(2)
A limited partnership may have any lawful purpose, regardless of whether for profit.
(3)
A limited partnership has perpetual duration.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0112 - Applicability.

179.0112
Applicability.
(1)
This chapter applies to a limited partnership formed on or after January 1, 2023.
(2)
On January 1, 2023, this chapter applies to a limited partnership formed before January 1, 2023, except as follows:
(a)
If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between April 17, 2022, and January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207.
(b)
If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2023, the limited 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. The limited partnership shall instead be and remain subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats. 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 limited partnership as of the date that the statement of applicability is effective under s. 179.0207.
(c)
Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited partnership shall be irrevocable upon such filing.
(d)
Upon this chapter becoming applicable with respect to a limited partnership, all of the following apply:
1.
This chapter shall not, and the corresponding provisions of ch. 179, 2019 stats., shall, be applicable with respect to obligations incurred by the limited 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 limited partnership shall continue to be valid and applicable to the extent allowed under prior law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0115 - Reservation of name.

179.0115
Reservation of name.
(1)
A person may reserve the exclusive use of a name that complies with s. 179.0114, including a fictitious name for a foreign limited 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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0116 - Registration of name.

179.0116
Registration of name.
(1)
A foreign limited partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 179.1006 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 179.0114.
(2)
To register its name or a fictitious name adopted pursuant to s. 179.1006 (1), a foreign limited 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. 179.1006 (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 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 partnership whose name registration is effective may register as a foreign limited 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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0117 - Registered agent and registered office.

179.0117
Registered agent and registered office.
(1)
Each limited partnership and each registered foreign limited 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 limited partnership or registered foreign limited partnership that the agent has consented to serve.
(1m)
The registered office of a limited partnership or registered foreign limited partnership may, but need not, be the same as any of the partnership's places of business or activity. 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 partnership or registered foreign limited 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 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 partnership or registered foreign limited partnership must have an e-mail address and a place of business or activity 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 partnership or registered foreign limited 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. 179.0119 (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 certificate of limited partnership or foreign registration statement.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0118 - Change of registered agent or registered office by limited partnership.

179.0118
Change of registered agent or registered office by limited partnership.
(1)
A limited partnership or registered foreign limited partnership may change its registered agent or registered office as provided in s. 179.0212 (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 general or limited partners of a limited 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 partnership or registered foreign limited partnership that the agent has consented to serve.
(4)
As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0119 - Resignation of registered agent.

179.0119
Resignation of registered agent.
(1)
A registered agent may resign as agent for a limited partnership or registered foreign limited 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 partnership or registered foreign limited 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 partnership or registered foreign limited 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 partnership or registered foreign limited partnership whether or not the partnership or foreign partnership is in good standing.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0120 - Change of name or address by registered agent.

179.0120
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 partnership or foreign limited 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 partnership or registered foreign limited partnership of the filing by the department of the statement of change and the changes made by the statement.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0121 - Service of process, notice, or demand.

179.0121
Service of process, notice, or demand.
(1)
A limited partnership or registered foreign limited partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 179.0103 (7m).
(2)
Except as provided in sub. (3), if a limited partnership or registered foreign limited partnership has no registered agent, or its registered agent cannot with reasonable diligence be served, the partnership or foreign partnership may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the partnership or foreign partnership at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:
(a)
The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.
(b)
The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.
(c)
Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(3)
If process, notice, or demand in an action cannot be served on a limited partnership or registered foreign limited partnership pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the partnership or foreign partnership if the individual served is not a plaintiff in the action. If the address of the partnership's or foreign partnership's principal office cannot be determined from the records of the department, the partnership or foreign partnership may be served by publishing a class 3 notice, under ch. 985, in the community where the partnership's or foreign partnership's principal office or registered office, as most recently designated in the records of the department, is located.
(4)
Service of process, notice, or demand on a registered agent must be in a written record.
(5)
Service of process, notice, or demand may be made by other means under law other than this chapter.
History:  2021 a. 258.
Section 179.04 [now this section] does not provide an exclusive means for service on a limited partnership but merely mandates that a limited partnership maintain an agent for service in the state and provides for substitute service in case the limited partnership fails to comply. Service is governed by s. 801.11 (6), which requires service upon all the general partners known to the plaintiff. Carmain v. Affiliated Capital Corp., 2002 WI App 271, 258 Wis. 2d 378, 654 N.W.2d 265, 01-3077.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0122 - Delivery of record.

179.0122
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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0124 - Filing fees; certified copies.

179.0124
Filing fees; certified copies.
(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.
Certificate of limited partnership, $70.
2.
Application for use of indistinguishable name, $10.
3.
Application for reserved name, $10.
4.
Application for renewal of reserved name, $10.
5.
Notice of transfer of reserved name, $10.
6.
Application for registered name, $50.
7.
Application for renewal of registered name, $50.
8.
Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s. 179.0118 or 179.0120, $10.
9.
Statement of resignation of registered agent, $10.
10.
Amendment or restatement of certificate of limited partnership, $25.
11.
Articles of merger, conversion, interest exchange, or domestication, $150.
12.
Statement of dissolution or statement of termination, $10.
13.
Foreign registration statement, $75.
14.
Amendment of foreign registration statement, $15.
15.
Statement of withdrawal of foreign registration or application for transfer of foreign registration, $15.
16.
Statement of correction, $15.
17.
Annual report of a domestic limited partnership, $25.
18.
Annual report of a foreign limited partnership, $65.
19.
Statement of negation under s. 179.0306 (1) (b), $10.
20.
Statement of partnership authority under s. 179.04023 or statement of denial under s. 179.04025, $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. 179.0211.
(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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0201 - Formation of limited partnership; certificate of limited partnership.

179.0201
Formation of limited partnership; certificate of limited partnership.
(1)
To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.
(2)
A certificate of limited partnership must state all of the following:
(a)
The name of the limited partnership, which name satisfies s. 179.0114.
(b)
The street and mailing addresses of the partnership's principal office.
(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)
The name and street and mailing addresses of each general partner.
(e)
Whether the limited partnership is a limited liability limited partnership.
(3)
A certificate of limited partnership may contain statements as to matters other than those required by sub. (2), but may not vary or otherwise affect the provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that section.
(4)
A limited partnership is formed when all of the following occur:
(a)
The certificate of limited partnership becomes effective.
(b)
At least 2 persons have become partners.
(c)
At least one person has become a general partner.
(d)
At least one person has become a limited partner.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0202 - Amendment or restatement of certificate of limited partnership.

179.0202
Amendment or restatement of certificate of limited partnership.
(1)
A certificate of limited partnership may be amended or restated at any time.
(2)
To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following:
(a)
The name of the partnership.
(b)
The text of the amendment.
(3)
To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading.
(4)
A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following:
(a)
The admission of a new general partner.
(b)
The dissociation of a person as a general partner.
(c)
The appointment of a person to wind up the limited partnership's activities and affairs under s. 179.0802 (3) or (4).
(5)
If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy:
(a)
Cause the certificate to be amended.
(b)
If appropriate, deliver to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0204 - Signing and filing pursuant to judicial order.

179.0204
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 limited partnership or foreign limited 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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0205 - Liability for inaccurate information in filed record.

179.0205
Liability for inaccurate information in filed record.
(1)
If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:
(a)
A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.
(b)
A general partner if all of the following apply:
1.
The record was delivered for filing on behalf of the partnership.
2.
The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have done any of the following:
a.
Effected an amendment under s. 179.0202.
b.
Filed a petition under s. 179.0204.
c.
Delivered to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.
(2)
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0206 - Filing requirements.

179.0206
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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0207 - Effective date and time.

179.0207
Effective date and time.
Except as otherwise provided in s. 179.0208 and subject to s. 179.0209 (4), 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. 179.0210 (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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0208 - Withdrawal of filed record before effectiveness.

179.0208
Withdrawal of filed record before effectiveness.
(1)
Except as otherwise provided in ss. 179.1123 (2), 179.1133 (2), 179.1143 (2), and 179.1153 (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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0209 - Correcting filed record.

179.0209
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. 179.0103 (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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0210 - Duty of department to file; review of refusal to file; delivery of record by department.

179.0210
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 limited 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. 179.0121 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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0211 - Certificate of status.

179.0211
Certificate of status.
(1)
Any person may obtain from the department, upon request, a certificate of status for a limited partnership or registered foreign limited partnership.
(2)
A certificate of status shall include all of the following information:
(a)
The domestic partnership's partnership name or the foreign partnership's partnership name and fictitious name, if any, used in this state.
(b)
Whether each of the following is true:
1.
The domestic partnership is a limited partnership whose governing law is the law of this state, or the foreign limited partnership is authorized to transact business in this state.
2.
The domestic partnership or the foreign partnership has, during its most recently completed report year, filed with the department an annual report required by s. 179.0212.
3.
The domestic partnership has not filed a statement of dissolution or statement of termination.
4.
The foreign partnership has not filed a statement of withdrawal of its foreign registration under s. 179.1011 and, if not, the effective date of its registration statement.
(c)
The domestic partnership's effective date of its certificate of limited partnership 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 partnership or the foreign limited 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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0212 - Annual report for department.

179.0212
Annual report for department.
(1)
A limited partnership or registered foreign limited partnership shall deliver to the department for filing an annual report that states all of the following:
(a)
The name of the partnership or registered foreign partnership.
(b)
The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.
(c)
The street address of its principal office.
(d)
The name of at least one general partner.
(e)
In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 179.1006 (1).
(2)
Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.
(3)
(a)
A domestic limited partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited partnership's certificate of limited partnership became effective, during the calendar year quarter in which the anniversary date of the certificate effective date occurs.
(b)
A registered foreign limited partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited partnership registered to do business in this state.
(4)
If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 179.0103 (7m), the annual report is timely filed.
(5)
If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 179.0118.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0301 - Becoming limited partner.

179.0301
Becoming limited partner.
(1)
Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(2)
After formation of a limited partnership, a person becomes a limited partner in any of the following ways:
(a)
As provided in the partnership agreement.
(b)
As the result of a transaction effective under subch. XI.
(c)
With the affirmative vote or consent of all the partners.
(d)
As provided in s. 179.0801 (1) (d) or (e).
(3)
A person may become a limited partner without doing any of the following:
(a)
Acquiring a transferable interest.
(b)
Making or being obligated to make a contribution to the limited partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0302 - No agency power of limited partner as limited partner.

179.0302
No agency power of limited partner as limited partner.
(1)
A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(2)
A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0303 - No liability as limited partner for limited partnership obligations.

179.0303
No liability as limited partner for limited partnership obligations.
(1)
A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.
(2)
The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0305 - Limited duties of limited partners.

179.0305
Limited duties of limited partners.
(1)
A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(2)
Except as otherwise provided in sub. (1), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(3)
If a limited partner enters into a transaction with the limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
(4m)
Unless otherwise provided in the partnership agreement, any action that is to be voted on or consented to by some or all of the limited partners may be taken without a meeting of the limited partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a limited partner, so consenting directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a limited partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective, unless the written consent provides otherwise.
History:  2021 a. 258.