179.04025 Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following: (1) Provides the name of the limited partnership and the caption of the statement of authority to which the statement of denial pertains. (2) Denies the grant of authority. History: 2021 a. 258.
179.0403 Limited partnership liable for general partner’s actionable conduct. (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of partnership activities and affairs or with the actual or apparent authority of the partnership. (2) If, in the course of the limited partnership’s activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss. History: 2021 a. 258.
179.0404 General partner’s liability. (1) Except as otherwise provided in subs. (2) and (3), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner. (3) (a) A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. (b) This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the
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vote or consent required to become a limited liability limited partnership under s. 179.0406 (2) (b). (c) This subsection applies regardless of the dissolution of the partnership. (4) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership. (5) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective. History: 2021 a. 258.
179.0405 Actions against partnership and partners. (1) To the extent not inconsistent with s. 179.0404, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner. (3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership unless the partner is personally liable for the claim under s. 179.0404 and any of the following is true: (a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part. (b) The partnership is a debtor in bankruptcy. (c) The general partner has agreed that the creditor need not exhaust partnership assets. (d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers. (e) Liability is imposed on the general partner by law or contract independent of the existence of the partnership. History: 2021 a. 258.
179.0406 Management rights of general partner. (1) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners. (2) The affirmative vote or consent of all the partners is required to do any of the following: (a) Amend the partnership agreement. (b) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership. (c) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs. (2m) Unless otherwise provided in the partnership agree-
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ment, any action that is to be voted on or consented to by some or all of the general partners may be taken without a meeting of the general partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a general partner, so consenting directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a general partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective. (3) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute. (4) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under sub. (3) or s. 179.0408 (1) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (5) Unless authorized by the partnership agreement or otherwise in accordance with this chapter, a general partner is not entitled to remuneration for services performed for the partnership. History: 2021 a. 258.
179.0407 Rights to information of general partner and person dissociated as general partner. (1) A general partner may inspect and copy required information during regular business hours in the limited partnership’s principal office, without having any particular purpose for seeking the information. (2) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership’s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner’s rights and duties under the partnership agreement or this chapter. (3) A limited partnership shall furnish to each general partner all of the following: (a) Without demand, any information concerning the partnership’s activities, affairs, financial condition, and other circumstances which the partnership knows and is material to the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that it reasonably believes the general partner already knows the information. (b) On demand, any other information concerning the partnership’s activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (4) The duty to furnish information under sub. (3) also applies to each general partner on whom a demand is made to the extent the general partner knows any of the information described in sub. (2). (5) On 10 days’ demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subs. (1) and (2) at the locations specified in those subsections if all of the following apply: (a) The information or record pertains to the period during which the person was a general partner. (b) The person seeks the information or record in good faith.
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(c) The person satisfies the requirements imposed on a limited partner by s. 179.0304 (2). (6) A limited partnership shall respond to a demand made pursuant to sub. (5) in the manner provided in s. 179.0304 (3). (7) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (8) A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under sub. (10) applies both to the agent or legal representative and to the general partner or person dissociated as a general partner. (9) (a) Subject to pars. (b) and (c), the rights under this section do not extend to a person as transferee. (b) If a general partner dies, s. 179.0704 applies. (c) If an individual dissociates as a general partner under s. 179.0603 (6) (b) or (c), the legal representative of the individual may exercise the rights under sub. (5) of a person dissociated as a general partner. (10) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness. History: 2021 a. 258.
179.0408 Reimbursement; indemnification; advancement; and insurance. (1) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with ss. 179.0406, 179.0409, and 179.0504 in making the payment. (2) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of s. 179.0406, 179.0409, or 179.0504. (3) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under sub. (2). (4) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under s. 179.0105 (3) (h), the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability. History: 2021 a. 258.
179.0409 Standards of conduct for general partners. (1) A general partner owes to the limited partnership and, subject to s. 179.0901, the other partners the duties of loyalty and care stated in subs. (2) and (3).
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(2) The fiduciary duty of loyalty of a general partner includes all of the following duties: (a) The duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in or from any of the following: 1. The conduct or winding up of the partnership’s activities and affairs. 2. A use by the general partner of the partnership’s property. 3. The appropriation of a partnership opportunity. (b) The duty to refrain from dealing with the partnership in the conduct or winding up of the partnership’s activities and affairs as or on behalf of a person having an interest adverse to the partnership. (c) The duty to refrain from competing with the partnership in the conduct or winding up of the partnership’s activities and affairs. (3) The duty of care of a general partner in the conduct or winding up of the limited partnership’s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or in conduct for which relief or exoneration from liability is not permitted under s. 179.0105 (3) (h). (4) A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights thereunder consistently with the contractual obligation of good faith and fair dealing. (5) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner’s conduct furthers the general partner’s own interest. (6) All the partners of a limited partnership, or one or more disinterested partners with authority to act in the matter, may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty. (7) It is a defense to a claim under sub. (2) (b) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership. (8) If, as permitted by sub. (6) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by sub. (2) (b), the general partner’s rights and obligations arising from the transaction are the same as those of a person that is not a general partner. History: 2021 a. 258.
SUBCHAPTER V CONTRIBUTIONS AND DISTRIBUTIONS 179.0501 Form of contribution. A contribution may consist of money or other property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer money or property to, perform services for, or provide another benefit to the partnership. History: 2021 a. 258.
179.0502 Liability for contribution. (1) A person’s obligation to make a contribution to a limited partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution which has not been made.
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(3) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in sub. (1) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation. History: 2021 a. 258.
179.0503 Sharing of and right to distributions before dissolution. (1) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under s. 179.0702 or charging order in effect under s. 179.0703. (2) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution. (3) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in s. 179.0810 (5), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions. (4) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made. History: 2021 a. 258.
179.0504 Limitations on distributions. (1) A limited partnership may not make a distribution, including a distribution under s. 179.0810, if after the distribution any of the following applies: (a) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s activities and affairs. (b) The partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution. (2) A limited partnership may base a determination that a distribution is not prohibited under sub. (1) on any of the following: (a) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances. (b) A fair valuation or other method that is reasonable under the circumstances. (3) Except as otherwise provided in sub. (5), the effect of a distribution under sub. (1) is measured as follows: (a) In the case of a distribution as described in s. 179.0102 (4) (a) 1. and 2., as of the earlier of the following: 1. The date money or other property is transferred or debt is incurred by the limited partnership. 2. The date the person entitled to the distribution ceases to own the interest or rights being acquired by the partnership in return for the distribution.
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(b) In the case of any distribution of indebtedness other than one under par. (a), as of the date the indebtedness is distributed. (c) In all cases other than those under par. (a) or (b), as of the following: 1. The date the distribution is authorized, if the payment occurs not later than 120 days after that date. 2. The date the payment is made, if the payment occurs more than 120 days after the distribution is authorized. (4) A limited partnership’s indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (5) A limited partnership’s indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of sub. (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (6) In measuring the effect of a distribution under s. 179.0810, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under s. 179.0806, 179.0807, or 179.0808. History: 2021 a. 258.
179.0505 Liability for improper distributions. (1) If a general partner consents to a distribution made in violation of s. 179.0504 and in consenting to the distribution fails to comply with s. 179.0409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 179.0504. (2) A person that receives a distribution knowing that the distribution violated s. 179.0504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 179.0504. (3) A general partner against which an action is commenced because the general partner is liable under sub. (1) with respect to a distribution may do any of the following: (a) Implead any other person that is liable under sub. (1) with respect to the distribution and seek to enforce a right of contribution from the person. (b) Implead any person that received the distribution in violation of sub. (2) and seek to enforce a right of contribution from the person in the amount the person received in violation of sub. (2). (4) An action under this section is barred unless commenced not later than 2 years after the distribution. History: 2021 a. 258.
SUBCHAPTER VI DISSOCIATION 179.0601 Dissociation as limited partner. (1) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (2) A person is dissociated as a limited partner when any of the following applies: (a) The limited partnership knows or has notice of the person’s express will to withdraw as a limited partner, but, if the per-
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son has specified a withdrawal date later than the date the partnership knew or had notice, on that later date. (b) An event stated in the partnership agreement as causing the person’s dissociation as a limited partner occurs. (c) The person is expelled as a limited partner pursuant to the partnership agreement. (d) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if any of the following applies: 1. It is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner. 2. There has been a transfer of all of the person’s transferable interest in the partnership, other than a transfer for security purposes or the entry of a charging order that is in effect under s. 179.0703 and that has not been foreclosed. 3. The person is an entity and all of the following apply: a. The partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct activities and affairs has been suspended by the jurisdiction of the person’s governing law. b. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct activities and affairs has not been reinstated, within 90 days after the notification under subd. 3. a. 4. The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up. (e) On application by the limited partnership or a partner in a direct action under s. 179.0901, the person is expelled as a limited partner by judicial order because the person has done any of the following: 1. Engaged, or is engaging, in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership’s activities and affairs. 2. Committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or of the contractual obligation of good faith and fair dealing under s. 179.0305 (1). 3. Engaged, or is engaging, in conduct relating to the partnership’s activities and affairs which makes it not reasonably practicable to carry on the partnership’s activities and affairs with the person as a limited partner. (f) In the case of an individual, the individual dies. (g) In the case of a person that is a testamentary or living trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed. (h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed. (i) In the case of a person that is not an individual, the existence of the person terminates. (n) The limited partnership dissolves and completes winding up. History: 2021 a. 258.
179.0602 Effect of dissociation as limited partner. (1) If a person is dissociated as a limited partner, all of the following apply: (a) Subject to s. 179.0704, the person does not have further rights as a limited partner.
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(b) The person’s contractual obligation of good faith and fair dealing as a limited partner under s. 179.0305 (1) ends with regard to matters arising and events occurring after the person’s dissociation. (c) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee. (2) A person’s dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner. History: 2021 a. 258.
179.0603 Dissociation as general partner. A person is dissociated as a general partner when any of the following applies: (1) The limited partnership knows or has notice of the person’s express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date. (2) An event stated in the partnership agreement as causing the person’s dissociation as a general partner occurs. (3) The person is expelled as a general partner pursuant to the partnership agreement. (4) The person is expelled as a general partner by the affirmative vote or consent of all the other partners if any of the following applies: (a) It is unlawful to carry on the limited partnership’s activities and affairs with the person as a general partner. (b) There has been a transfer of all of the person’s transferable interest in the partnership, other than a transfer for security purposes or the entry of a charging order that is in effect under s. 179.0703 and that has not been foreclosed. (c) The person is an entity and all of the following apply: 1. The partnership notifies the person that it will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct its activities and affairs has been suspended by the jurisdiction of the person’s governing law. 2. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct its activities and affairs has not been reinstated, within 90 days after the notification under subd. 1. (d) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up. (5) On application by the limited partnership or a partner in a direct action under s. 179.0901, the person is expelled as a general partner by judicial order because the person has done any of the following: (a) Engaged, or is engaging, in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership’s activities and affairs. (b) Committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under s. 179.0409. (c) Engaged, or is engaging, in conduct relating to the partnership’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner. (6) In the case of an individual, any of the following applies:
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(a) The individual dies. (b) A guardian or general conservator for the individual is appointed. (c) A court orders that the individual has otherwise become incapable of performing the individual’s duties as a general partner under this chapter or the partnership agreement. (7) Any of the following applies to the person: (a) The person becomes a debtor in bankruptcy. (b) The person signs an assignment for the benefit of creditors. (c) The person seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property. (8) In the case of a person that is a testamentary or living trust or is acting as a general partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed. (9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed. (10) In the case of a person that is not an individual, the existence of the person terminates. (15) The limited partnership dissolves and completes winding up. History: 2021 a. 258.
179.0604 Power to dissociate as general partner; wrongful dissociation. (1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under s. 179.0603 (1). (2) A person’s dissociation as a general partner is wrongful only if any of the following applies: (a) The dissociation is in breach of an express provision of the partnership agreement. (b) The dissociation occurs before the completion of the winding up of the limited partnership and any of the following applies: 1. The person withdraws as a general partner by express will. 2. The person is expelled as a general partner by judicial order under s. 179.0603 (5). 3. The person is dissociated as a general partner under s. 179.0603 (7). 4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to s. 179.0901, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners. History: 2021 a. 258.
179.0605 Effect of dissociation as general partner. (1) If a person is dissociated as a general partner, all of the following apply: (a) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates. (b) The person’s duties and obligations as a general partner under s. 179.0409 end with regard to matters arising and events occurring after the person’s dissociation.
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(c) 1. The person may sign and deliver to the department for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner. 2. The statement of dissociation or amendment under subd. 1. is a limitation on the authority of a person dissociated as a partner for the purposes of s. 179.04023. (d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person’s capacity as a general partner immediately before dissociation is owned by the person solely as a transferee. (2) A person’s dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner. (3m) Continued use of a limited partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the partnership’s activities and affairs does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the partnership’s activities and affairs. History: 2021 a. 258.
179.0606 Power to bind and liability of person dissociated as general partner. (1) After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under subch. XI, or dissolved, the partnership is bound by an act of the person with respect to a transaction with another party only if all of the following apply: (a) The act would have bound the partnership under s. 179.0402 before dissociation. (b) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation. (c) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner. (2) If a limited partnership is bound under sub. (1), the person dissociated as a general partner which caused the partnership to be bound is liable to all of the following: (a) The partnership, for any damage caused to the partnership arising from the obligation incurred under sub. (1). (b) If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the liability. History: 2021 a. 258.
179.0607 Liability of person dissociated as general partner to other persons. (1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subs. (2) and (3), the person is not liable for a partnership obligation incurred after dissociation. (2) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership’s activities and affairs is liable on an obligation incurred by the partnership under s. 179.0804 to the same extent as a general partner under s. 179.0404. (3) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership’s activities and affairs is liable to a party on a transaction entered into by the partnership after the dissociation only if all of the following apply:
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(a) A general partner would be liable on the transaction. (b) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation. (c) At the time the other party enters into the transaction, the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner. (4) By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership to the creditor. (5) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership’s creditor, with knowledge or notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability. History: 2021 a. 258.
SUBCHAPTER VII TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS 179.0701 Nature of transferable interest. A transferable interest is personal property. History: 2021 a. 258.
179.0702 Transfer of transferable interest. (1) All of the following apply to a transfer, in whole or in part, of a transferable interest: (a) It is permissible. (b) It does not by itself cause a partner’s dissociation or a dissolution and winding up of the limited partnership’s activities and affairs. (c) Subject to s. 179.0704, it does not entitle the transferee to do any of the following: 1. Participate in the management or conduct of the partnership’s activities and affairs. 2. Except as otherwise provided in sub. (3), have access to required information, records, or other information concerning the partnership’s activities and affairs. (2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (3) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution. (4) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (5) A limited partnership need not give effect to a transferee’s rights under this section until the partnership knows or has notice of the transfer. (6) A transfer of a transferable interest in violation of a valid restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (7) Except as otherwise provided in ss. 179.0601 (2) (d) 2. and 179.0603 (4) (b), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred
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and retains all the duties and obligations of a general or limited partner. (8) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under ss. 179.0502 and 179.0505 known to the transferee when the transferee becomes a partner. History: 2021 a. 258.
179.0703 Charging order. (1) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. (2) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under sub. (1), the court may do any of the following: (a) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made. (b) Make all other orders necessary to give effect to the charging order. (3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to s. 179.0702. (4) At any time before foreclosure under sub. (3), the partner or transferee whose transferable interest is subject to a charging order under sub. (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (5) At any time before foreclosure under sub. (3), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (6) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee. (7) This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor’s transferable interest. History: 2021 a. 258.
179.0704 Power of legal representative of deceased partner. If a partner dies, the deceased partner’s legal representative may exercise any of the following: (1) The rights of a transferee provided in s. 179.0702 (3). (2) For purposes of settling the estate, the rights of a current limited partner under s. 179.0304. History: 2021 a. 258.
SUBCHAPTER VIII DISSOLUTION AND WINDING UP 179.0801 Events causing dissolution.
(1) A limited
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partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (a) An event or circumstance that the partnership agreement states causes dissolution. (b) The affirmative vote or consent to dissolve of all general partners and of limited partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both, at the time the vote or consent is to be effective. (c) After the dissociation of a person as a general partner if any of the following applies: 1. If the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership not later than 90 days after the dissociation by partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both, at the time the vote or consent is to be effective. 2. If the partnership does not have a remaining general partner, the passage of 90 days after the dissociation unless, before the end of the period, all of the following occur: a. Consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. b. At least one person is admitted as a general partner in accordance with the consent. (d) The passage of 90 consecutive days after the dissociation of the partnership’s last limited partner unless, before the end of the period, the partnership admits at least one limited partner. (e) The passage of 90 consecutive days during which the partnership has only one partner unless, before the end of the period, all of the following are satisfied: 1. The partnership admits at least one person as a partner. 2. If the previously sole remaining partner is only a general partner, the partnership admits the person as a limited partner. 3. If the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner. (f) On application by a partner, the entry by the circuit court of an order dissolving the partnership on any of the following grounds: 1. That the conduct of all or substantially all the partnership’s activities and affairs is unlawful. 2. That it is not reasonably practicable to carry on the partnership’s activities and affairs in conformity with the certificate of limited partnership and partnership agreement. (g) The signing and filing of a notice of administrative dissolution by the department under s. 179.0811. (2) If an event occurs that imposes a deadline on a limited partnership under sub. (1) and, before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under sub. (1), all of the following apply: (a) The occurrence of the second event does not affect the deadline caused by the first event. (b) The partnership’s meeting of the requirements of the first deadline does not extend the second deadline. History: 2021 a. 258.
179.0802 Winding up. (1) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in s. 179.0803, the partnership continues after dissolution only for the purpose of winding up. (2) (a) In winding up its activities and affairs, a limited partnership shall discharge the partnership’s debts, obligations, and
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other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership. (b) In winding up its activities and affairs, a limited partnership may do any of the following: 1. Amend its certificate of limited partnership to state that the partnership is dissolved. 2. Preserve the partnership’s activities and affairs and property as a going concern for a reasonable time. 3. Prosecute and defend actions and proceedings, whether civil, criminal, or administrative. 4. Transfer the partnership’s property. 5. Settle disputes by mediation or arbitration. 6. Deliver to the department for filing a statement of termination stating the name of the partnership and that the partnership is terminated. 7. Perform other acts necessary or appropriate to the winding up. (3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership’s activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. All of the following apply to a person appointed under this subsection: (a) The person has the powers of a general partner under s. 179.0804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership’s activities and affairs. (b) The person shall deliver promptly to the department for filing an amendment to the partnership’s certificate of limited partnership stating all of the following: 1. That the partnership does not have a general partner. 2. The name and street and mailing addresses of the person. 3. That the person has been appointed pursuant to this subsection to wind up the partnership. (4) On the application of a partner, the circuit court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if any of the following applies: (a) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to sub. (3). (b) The applicant establishes other good cause. History: 2021 a. 258.
179.0803 Rescinding dissolution. (1) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the circuit court has entered an order under s. 179.0801 (1) (f) dissolving the partnership, or the department has dissolved the partnership under s. 179.0811. (2) Rescinding dissolution under this section requires all of the following: (a) The affirmative vote or consent of each partner. (b) If the limited partnership has delivered to the department for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved, delivery to the department for filing of one of the following: 1. If the amendment has not become effective, a statement of withdrawal under s. 179.0208 applicable to the amendment. 2. If the amendment has become effective, an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
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(3) If a limited partnership rescinds its dissolution, all of the following apply: (a) Subject to par. (c), the partnership resumes carrying on its activities and affairs as if dissolution had never occurred. (b) Subject to par. (c), the rescission relates back to and takes effect as of the effective date of the dissolution. (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the rescission are not adversely affected. History: 2021 a. 258.
179.0804 Power to bind partnership after dissolution. (1) A limited partnership is bound by a general partner’s act with respect to a transaction with another party after dissolution if any of the following applies: (a) The act is appropriate for winding up the partnership’s activities and affairs, unless the partner did not have authority to act for the partnership in the particular matter and the party with which the partner was dealing knew or had notice that the partner lacked authority. (b) The act would have bound the partnership under s. 179.0402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (2) A person dissociated as a general partner binds a limited partnership with respect to a transaction with another party through an act occurring after dissolution if all of the following apply: (a) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation. (b) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner. (c) The act is appropriate for winding up the partnership’s activities and affairs, or the act would have bound the partnership under s. 179.0402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution. History: 2021 a. 258.
179.0805 Liability after dissolution of general partner and person dissociated as general partner. (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable to all of the following: (a) The partnership, for any damage caused to the partnership arising from the obligation. (b) If another general partner or person dissociated as a general partner is liable for the obligation, that other general partner or person, for any damage caused to that other general partner or person arising from the liability. (2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under s. 179.0804 (2), the person is liable to all of the following: (a) The partnership, for any damage caused to the partnership arising from the obligation. (b) If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the obligation. History: 2021 a. 258.
179.0806 Known claims against dissolved limited partnership. (1) Except as otherwise provided in sub. (4), a
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dissolved limited partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3). (2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must do all of the following: (a) Specify the information required to be included in a claim. (b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent. (c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is effective under s. 179.0103 (7m). (d) State that the claim will be barred if not received by the deadline. (e) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 179.0404. (3) A claim against a dissolved limited partnership is barred if the claim is a known claim and the notice requirements of sub. (2) are met with respect to the claim and any of the following applies: (a) The claim is not received by the specified deadline. (b) If the claim is timely received but rejected by the partnership, all of the following apply: 1. The partnership notifies the claimant in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the notice is effective under s. 179.0103 (7m). 2. The claimant does not commence the required action within 90 days after the notice of rejection is effective under s. 179.0103 (7m). (4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59. (4r) The provisions of s. 179.0103 (7m) shall apply to notices under this section. History: 2021 a. 258.
179.0807 Claims against dissolved limited partnership generally. (1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims, whether known or unknown, against the partnership to present them in accordance with the notice. (2) A notice under sub. (1) must satisfy all of the following: (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited partnership’s principal office is located or, if the principal office is not located in this state, in the county in which the partnership’s registered office is or was last located. (b) It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent. (c) It must state that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice. (d) Unless the partnership has been throughout its existence a limited liability limited partnership, it must state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 179.0404.
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(3) If a dissolved limited partnership publishes a notice in accordance with sub. (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 2 years after the publication date of the notice: (a) A claimant that did not receive notice in a record under s. 179.0806. (b) A claimant whose claim was timely sent to the partnership but not acted on. (c) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution. (4) A claim not barred under this section or s. 179.0806 may be enforced against any of the following: (a) A dissolved limited partnership, to the extent of its undistributed assets. (b) Except as otherwise provided in s. 179.0808, if assets of the partnership have been distributed after dissolution, a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution. (c) Any person liable on the claim under s. 179.0404 or 179.0607. History: 2021 a. 258.
179.0808 Court proceedings. (1) A dissolved limited partnership that has published a notice under s. 179.0807 may file an application with the circuit court in the county in this state where the partnership’s principal office is located or, if the principal office is not located in this state, where the partnership’s registered office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 179.0807. (2) Not later than 10 days after the filing of an application under sub. (1), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership. (3) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership. (4) A dissolved limited partnership that provides security in the amount and form ordered by the court under sub. (1) satisfies the partnership’s obligations with respect to claims that are contingent, are not known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation. History: 2021 a. 258.
179.0809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under s. 179.0806, 179.0807, or 179.0808, any corresponding claim under s. 179.0404 or 179.0607 is also barred. History: 2021 a. 258.
179.0810
Disposition of assets in winding up; when
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179.0811
contributions required. (1) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors. (2) After a limited partnership complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 179.0703: (a) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions. (b) Among persons owning transferable interests, in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership. (3) If a limited partnership’s assets are insufficient to satisfy all its obligations under sub. (1), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply: (a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under s. 179.0607 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred. (b) If a person does not contribute the full amount required under par. (a) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by par. (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred. (c) If a person does not make the additional contribution required by par. (b), further additional contributions are determined and due in the same manner as provided in that paragraph. (4) A person that makes an additional contribution under sub. (3) (b) or (c) may recover from any person whose failure to contribute under sub. (3) (a) or (b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute. (4r) If a limited partnership does not have sufficient surplus to comply with sub. (2) (a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions. (5) All distributions made under sub. (2) must be paid in money. History: 2021 a. 258.
179.0811 Administrative dissolution. (1) The department may commence a proceeding under sub. (2) to dissolve a limited partnership administratively if any of the following applies: (a) The partnership does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter. (b) The partnership does not have on file with the department its annual report within one year after it is due. (c) The partnership is without a registered agent or registered office in this state for at least one year. (d) The partnership does not notify the department within one
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year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. (e) The partnership violates s. 940.302 (2) or 948.051 (2). (2) If the department determines that one or more grounds exist for administratively dissolving a limited partnership, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the limited partnership. (3) (a) Within 60 days after the notice under sub. (2) takes effect under s. 179.0103 (7m), the limited partnership shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist. (b) If the limited partnership fails to satisfy par. (a), the department may administratively dissolve the partnership. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered agent of the partnership. (3m) (a) If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership. (b) If the notice under par. (a) is returned to the department as undeliverable or if the limited partnership’s principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department’s Internet site. (4) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806, 179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812. (4m) A limited partnership’s right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b). (5) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent. History: 2021 a. 258.
179.0812 Reinstatement. (1) A limited partnership that is administratively dissolved under s. 179.0811 may apply to the department for reinstatement. The application shall include all of the following: (a) The name of the partnership and the effective date of its administrative dissolution. (b) A statement that each ground for dissolution either did not exist or has been cured. (c) A statement that the partnership’s name satisfies s. 179.0114. (2) (a) Upon application, the department shall reinstate a limited partnership if the department determines all of the following: 1. That the application contains the information required by sub. (1) and the information is correct. 2. That all fees and penalties owed by the partnership to the department under this chapter have been paid. (b) Upon reinstatement of a limited partnership under par. (a), the department shall enter a notation in its records revising the notation specified in s. 179.0811 (3) (b) to reflect cancellation of
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the dissolution and reinstatement of the partnership. The notation shall state both the department’s determination under par. (a) and the effective date of reinstatement. The department shall provide notice of the reinstatement to the partnership or its representative. (4) When the reinstatement under this section is effective, all of the following shall apply: (a) Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. (b) Except as provided in par. (c), the limited partnership resumes carrying on its activities and affairs as if the administrative dissolution had never occurred. (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are unaffected. History: 2021 a. 258.
179.0813 Appeal from denial of reinstatement. (1) If the department denies a limited partnership’s application for reinstatement under s. 179.0812, the department shall serve the partnership with a written notice, addressed to the registered agent of the partnership, that explains each reason for denial. (2) The limited partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership’s principal office or, if none in this state, the office of its registered agent is located, within 30 days after service of the notice of denial is effective under s. 179.0103 (7m). To appeal, the partnership shall petition the court to set aside the administrative dissolution and attach to the petition copies of the department’s notice of administrative dissolution under s. 179.0811 (3) (b), the partnership’s application for reinstatement under s. 179.0812 (1), and the department’s notice of denial under sub. (1). (3) The court may order the department to reinstate the limited partnership or may take other action that the court considers appropriate. (4) The court’s final decision may be appealed as in other civil proceedings. History: 2021 a. 258.
SUBCHAPTER IX ACTIONS BY PARTNERS 179.0901 Direct action by partner. (1) Subject to sub. (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (2) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (3) A right to an accounting on a dissolution and winding up does not revive a claim barred by law. History: 2021 a. 258.
179.0902 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if any of the following applies: (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an ac-
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tion to enforce the right, and the general partners do not bring the action within a reasonable time. (2) A demand under sub. (1) would be futile. History: 2021 a. 258.
179.0903 Proper plaintiff. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and to which any of the following applies: (1) The person was a partner when the conduct giving rise to the action occurred. (2) The person’s status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. History: 2021 a. 258.
179.0904 Pleading. In a derivative action under s. 179.0902, the complaint must state with particularity one of the following: (1) The date and content of plaintiff’s demand and the response to the demand by the general partners. (2) Why demand should be excused as futile. History: 2021 a. 258.
179.0905 Special litigation committee. (1) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from doing any of the following: (a) Enforcing a person’s right to information under s. 179.0304 or 179.0407. (b) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (2) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners. (3) A special litigation committee may be appointed as follows: (a) By a majority of the general partners not named as parties in the proceeding. (b) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants. (4) After appropriate investigation, a special litigation committee may determine that any of the following is in the best interests of the limited partnership: (a) That the proceeding continue under the control of the plaintiff. (b) That the proceeding continue under the control of the committee. (c) That the proceeding be settled on terms approved by the committee. (d) That the proceeding be dismissed. (5) After making a determination under sub. (4), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee
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conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under sub. (1) and allow the action to continue under the control of the plaintiff. History: 2021 a. 258.
179.0906 Proceeds and expenses. (1) (a) Except as otherwise provided in sub. (2), any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff. (b) Except as otherwise provided in sub. (2), if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership. (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited partnership. History: 2021 a. 258.
SUBCHAPTER X FOREIGN LIMITED PARTNERSHIPS 179.1001 Governing law. (1) The governing law of a foreign limited partnership governs all of the following: (a) The internal affairs of the partnership. (b) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership. (2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state. (3) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state. History: 2021 a. 258.
179.1002 Registration to do business in this state. (1) A foreign limited partnership may not do business in this state until it registers with the department under this chapter. (2) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state. (3) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state. (4) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state. (5) Section 179.1001 (1) and (2) applies even if a foreign limited partnership fails to register under this subchapter. (5m) (a) A foreign limited partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following: 1. All fees and other charges that would have been imposed by this chapter on the foreign limited partnership had it properly
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filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter. 2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less. (b) The foreign limited partnership shall pay the amount owed under par. (a) to the department, and the department may not file a foreign registration statement for the foreign limited partnership until the amount owed is paid. The attorney general may enforce a foreign limited partnership’s obligation to pay to the department any amount owed under this subsection. History: 2021 a. 258.
179.1003 Foreign registration statement. To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following: (1) The name of the partnership and, if the name does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1). (2) That the partnership is a foreign limited partnership. (3) The jurisdiction of the partnership’s governing law. (4) The street and mailing addresses of the partnership’s principal office and, if the partnership’s governing law requires the partnership to maintain an office in the jurisdiction of such governing law, the street and mailing addresses of the required office. (5) The street address of the partnership’s registered office in this state and the name and e-mail address of its registered agent at that office. History: 2021 a. 258.
179.1004 Amendment of foreign registration statement. A registered foreign limited partnership shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following: (1) The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1). (1r) The cessation of the partnership’s status as a foreign limited partnership. (2) The jurisdiction of the partnership’s governing law. (3) An address required by s. 179.1003 (4). (4) The information required by s. 179.1003 (5), unless such information has previously been changed pursuant to s. 179.0118, 179.0209, or 179.0212. History: 2021 a. 258.
179.1005 Activities not constituting doing business. (1) Activities of a foreign limited partnership which do not constitute doing business in this state under this subchapter include all of the following: (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding. (b) Carrying on any activity concerning its internal affairs, including holding meetings of its partners. (c) Maintaining accounts in financial institutions. (d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages, or security interests in property.
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(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property. (i) Conducting an isolated transaction that is not in the course of similar transactions. (j) Owning, without more, property. (k) Doing business in interstate commerce. (2) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state. (3) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter. History: 2021 a. 258.
179.1006 Noncomplying name of foreign limited partnership. (1) A foreign limited partnership whose name does not comply with s. 179.0114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 179.0114. After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name. (2) If a registered foreign limited partnership changes its name to one that does not comply with s. 179.0114, it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 179.0114. History: 2021 a. 258.
179.1007 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. A registered foreign limited partnership that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity whose formation requires the delivery of a record to the department for filing is deemed to have withdrawn its registration on the effective date of the conversion or merger, unless the registration is transferred to such partnership pursuant to s. 179.1009. History: 2021 a. 258.
179.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (1) (a) A registered foreign limited partnership that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 179.1011. (b) In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the partnership has converted or merged and the jurisdiction of its governing law. (2) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to s. 179.0121, as provided in s. 179.1011 (2). History: 2021 a. 258.
179.1009 Transfer of registration. (1) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this state, the foreign entity shall deliver to the department for
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filing an application for transfer of registration. The application must state all of the following: (a) The name of the registered foreign limited partnership before the merger or conversion. (b) That before the merger or conversion the registration pertained to a foreign limited partnership. (c) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1). (d) The type of entity of the applicant foreign entity and the jurisdiction of its governing law. (e) The street and mailing addresses of the principal office of the applicant foreign entity and, if the foreign limited partnership’s governing law requires the entity to maintain an office in the jurisdiction of that governing law, the street and mailing addresses of that office. (f) The street address of the applicant foreign entity’s registered office in this state and the name and e-mail address of its registered agent at that address. (2) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted. History: 2021 a. 258.
179.10101 Grounds for termination. (1) The department may terminate the registration of a registered foreign limited partnership in the manner provided in s. 179.10102 if any of the following applies: (a) The foreign limited partnership fails to file its annual report with the department within 4 months after it is due. (b) The foreign limited partnership does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter. (c) The foreign limited partnership is without a registered agent or registered office in this state for at least 6 months. (d) The foreign limited partnership does not inform the department under s. 179.0118 or 179.0119 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance. (e) The foreign limited partnership’s statement of foreign registration contains fraudulent or materially false information. (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of limited partnership records in the jurisdiction of the foreign limited partnership’s governing law stating that it has been dissolved or disappeared as the result of a merger or other event. (g) The foreign limited partnership violates s. 940.302 (2) or 948.051 (2). (2) If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited partnership that the certificate is submitted to terminate its authority to do business in this state, the department shall terminate the foreign limited partnership’s registration under s. 179.10102 (2) (b). (3) A court may terminate under s. 946.87 the registration of a foreign limited partnership authorized to transact business in this state. The court shall notify the department of the action, and the department shall terminate the foreign limited partnership’s registration under s. 179.10102. History: 2021 a. 258.
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179.10102 Procedure for and effect of termination. (1) If the department determines that one or more grounds exist under s. 179.10101 for termination of a foreign limited partnership’s registration, the department may give the foreign limited partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the foreign limited partnership. (2) (a) Within 60 days after the notice under sub. (1) takes effect under s. 179.0103 (7m), the foreign limited partnership shall, with respect to each ground for termination, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist. (b) If the foreign limited partnership fails to satisfy par. (a), the department may terminate the foreign limited partnership’s registration by entering a notation in the department’s records to reflect each ground for termination and the effective date of the termination. The department shall give the foreign limited partnership notice of each ground for termination and the effective date of the termination. The notice shall be in writing and addressed to the registered agent of the foreign limited partnership in this state. (c) 1. The department shall reinstate the registration if the foreign limited partnership does all of the following within 6 months after the effective date of the termination: a. Corrects each ground for termination. b. Pays any fees or penalties due the department under this chapter or $5,000, whichever is less. 2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the termination, and the foreign limited partnership may resume carrying on its business as if the termination never occurred. (3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the foreign limited partnership. Except as provided under par. (b), the notice shall be in writing and addressed to the principal office of the foreign limited partnership. (b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited partnership’s principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department’s Internet site. (4) The authority of a foreign limited partnership to transact business in this state, other than as provided in s. 179.1005 (1) and (2), ends on the effective date of the termination of its registration. (5) If the department or a court terminates a foreign limited partnership’s registration, the foreign limited partnership may be served under s. 179.0121(2) or (3) or the foreign limited partnership’s registered agent may be served until the registered agent’s authority is terminated, in any civil, criminal, administrative, or investigatory proceeding based on a cause of action which arose while the foreign limited partnership was authorized to do business in this state. (6) Termination of a foreign limited partnership’s registration does not terminate the authority of its registered agent. History: 2021 a. 258.
179.10103 Appeal from termination. (1) A foreign limited partnership may appeal the department’s termination of its registration under s. 179.10102 to the circuit court for the county where the foreign limited partnership’s principal office or, if none in this state, the office of its registered agent is located, within 30 days after the notice of termination takes effect under s. 179.0103 (7m). The foreign limited partnership shall appeal by petitioning the court to set aside the termination and attaching to
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the petition copies of its registration and the department’s notice of termination. (2) The court may order the department to reinstate the registration or may take any other action that the court considers appropriate. (3) The court’s final decision may be appealed as in other civil proceedings. History: 2021 a. 258.
179.1011 Withdrawal of registration of registered foreign limited partnership. (1) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following: (a) The name of the partnership and the jurisdiction of its governing law. (b) That the partnership is not doing business in this state and that it withdraws its registration to do business in this state. (c) Whether the partnership revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the partnership was registered to do business in this state. (d) The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub. (2), and a commitment to notify the department in the future of any change in such address. (2) After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to s. 179.0121. History: 2021 a. 258.
179.1012 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this subchapter. History: 2021 a. 258.
SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION 179.1101 Definitions. In this subchapter: (1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (2m) “Constituent entity” means a merging entity or a surviving entity in a merger. (3) “Conversion” means a transaction authorized by ss. 179.1141 to 179.1145. (4) “Converted entity” means the converting entity as it continues in existence after a conversion. (5) “Converting entity” means an entity that engages in a conversion. (8) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication. (9) “Domesticating entity” means either a non-United States
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entity or a Wisconsin limited partnership that engages in a domestication. (10) “Domestication” means a transaction authorized by ss. 179.1151 to 179.1155. (16) “Interest” means any of the following: (a) A share in a business corporation. (b) A membership in a nonprofit or nonstock corporation. (c) A partnership interest in a general partnership. (d) A partnership interest in a limited partnership. (e) A membership interest in a limited liability company. (f) A membership interest or stock in a general cooperative association. (g) A membership interest in a limited cooperative association. (h) A membership in an unincorporated association. (i) A beneficial interest in a statutory trust, business trust, or common-law business trust. (j) A comparable interest in any other type of unincorporated entity. (17) “Interest exchange” means a transaction authorized by ss. 179.1131 to 179.1135. (18) “Interest holder” means any of the following: (a) A shareholder of a business corporation. (b) A member of a nonprofit or nonstock corporation. (c) A general partner of a general partnership. (d) A general partner of a limited partnership. (e) A limited partner of a limited partnership. (f) A member of a limited liability company. (g) A member or stockholder of a general cooperative association. (h) A member of a limited cooperative association. (i) A member of an unincorporated association. (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust. (k) Any other direct holder of an interest. (19) “Interest holder liability” means any of the following: (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances: 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law. 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity. (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity. (20) “Merger” means a transaction authorized by ss. 179.1121 to 179.1125. (21) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective. (22m) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state. (23m) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law:
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(a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws. (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership. (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement. (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement. (e) For a business trust, its agreement of trust and declaration of trust. (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders. (24) “Plan” means a plan of merger under s. 179.1122, a plan of interest exchange under s. 179.1132, a plan of conversion under s. 179.1142, or a plan of domestication under s. 179.1152. (37) “Surviving entity” means the entity that continues in existence after or is created by a merger. (38) “Type of entity” means a generic form of entity that is any of the following: (a) Recognized at common law. (b) Recognized under a governing law. History: 2021 a. 258.
179.1102 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter. (2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity. History: 2021 a. 258.
179.1103 Existing purpose. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction’s compliance with cy pres or other law dealing with nondiversion of charitable assets. (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. (4) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section. History: 2021 a. 258.
179.1104 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter. History: 2021 a. 258.
179.1105 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the
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facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction. History: 2021 a. 258.
179.1121 Merger authorized. (1) One or more domestic limited partnerships may merge with or into one or more other constituent entities pursuant to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law. (2) One or more other domestic or foreign entities may merge with or into a domestic limited partnership pursuant to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law. History: 2021 a. 258.
179.1122 Plan of merger. (1) A plan of merger must be in a record and contain all of the following: (a) As to each constituent entity, its name, type of entity, and governing law. (b) The terms and conditions of the merger. (c) The manner and basis of converting the interests in each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing. (d) If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective. (e) If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective. (f) Any other matters required under the governing law of any constituent entity. (2) In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law. History: 2021 a. 258.
179.1123 Approval of merger; amendment; abandonment. (1) Subject to s. 179.1161, a plan of merger must be approved by a vote or consent of all of the following with respect to each domestic limited partnership that is a constituent entity: (a) All general partners. (b) Partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both. (2) Subject to s. 179.1161 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger. (3) If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
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(a) The name of each constituent entity. (b) The amendment to or the abandonment of the articles of merger. (c) A statement that the amendment or abandonment was approved in accordance with this section. (4) In addition to approval under sub. (1), a plan of merger must be approved by each constituent entity that is not a domestic limited partnership in accordance with any requirements of its governing law. History: 2021 a. 258.
179.1124 Filings required for merger; effective date. (1) After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following: (a) The name, type of entity, and governing law of each constituent entity. (b) The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect. (c) A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law. (d) 1. If the surviving entity preexists the merger, any amendments to its organizational documents under s. 179.1122 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect. 2. If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a public record under its governing law. (e) A statement that the plan of merger is on file at the principal office of the surviving entity. (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any interest holder of a constituent entity. (g) A statement whether s. 179.1161 applies to the merger. (2) In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger. (3) If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so or been assigned a registration to do so under s. 179.1009, it shall so register. (4) A merger takes effect at the effective date and time of the articles of merger. History: 2021 a. 258.
179.1125 Effect of merger. (1) When a merger becomes effective, all of the following apply: (a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities. 2. If, under the governing law of a constituent entity, one or more of the interest holders thereof had interest holder liability prior to the merger with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution or other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of
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the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability. 3. If, under the governing law of the surviving entity, one or more of the interest holders thereof will have interest holder liability after the merger with respect to the surviving entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the surviving entity that accrue on or after the merger. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by each constituent entity is vested in the surviving entity without transfer, reversion, or impairment. (c) The surviving entity has all debts, obligations, and other liabilities of each constituent entity. (d) A civil, criminal, or administrative proceeding pending by or against any constituent entity may be continued as if the merger did not occur, or the surviving entity may be substituted in the proceeding for a constituent entity whose existence ceased. (e) 1. If the surviving entity preexists the merger, its organizational documents are amended to the extent, if any, provided in the plan of merger and, to the extent such amendments are to be reflected in a public record, as provided in the articles of merger. 2. If the surviving entity is created in the merger, its organizational documents are as provided in the plan of merger and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of merger. (f) The interests of each constituent entity that are to be converted into interests, securities, or obligations of the surviving entity, or rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, or otherwise under the governing law of the constituent entity. All other terms and conditions of the merger also take effect. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of merger, all of the rights, privileges, immunities, powers, and purposes of each constituent entity vest in the surviving entity. (h) Except as otherwise provided in the articles and plan of merger, if a merging entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the merger does not dissolve the merging entity for the purposes of its governing law. (2) (a) When a merger takes effect, the department is an agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of each domestic limited partnership constituent entity. (b) When a merger takes effect, any foreign surviving entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic limited partnership constituent entity. (3) When a merger takes effect, any foreign surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in the manner provided in s. 179.0121, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign surviving entity’s governing law for purposes of applying this subsection. History: 2021 a. 258.
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179.1131 Interest exchange authorized. (1) A domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the partnership and the acquired entity. (2) All of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the partnership. History: 2021 a. 258.
179.1132 Plan of interest exchange. (1) A plan of interest exchange must be in a record and contain all of the following: (a) As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law. (b) The terms and conditions of the interest exchange. (c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing. (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective. (e) Any other matters required under the governing law of the acquired or acquiring entity. (f) A statement whether s. 179.1161 applies to the interest exchange. (2) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law. History: 2021 a. 258.
179.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 179.1161, a plan of interest exchange must be approved by a vote or consent of all of the following with respect to each domestic limited partnership acquired entity: (a) All general partners. (b) Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both. (2) Subject to s. 179.1161 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, except as otherwise provided in the plan of interest exchange, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange with the same vote or consent as was required to approve the plan of interest exchange. (3) If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of the acquiring and acquired entities.
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(b) The amendment to or abandonment of the articles of interest exchange. (c) A statement that the amendment or abandonment was approved in accordance with this section. (4) In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic limited partnership in accordance with any requirements of its governing law. History: 2021 a. 258.
179.1134 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following: (a) The name, type of entity, and governing law of the acquired entity. (b) The name, type of entity, and governing law of the acquiring entity. (c) A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws. (d) Any amendments to the organizational documents of the acquired or acquiring entity that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect. (e) A statement that the plan of interest exchange is on file at the principal office of the acquiring entity. (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity. (2) In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange. (3) An interest exchange takes effect at the effective date and time of the articles of interest exchange. History: 2021 a. 258.
179.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply: (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect. (b) The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange. (c) The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such amendments are to be reflected in a public record, as provided in the articles of interest exchange. (2) Except as otherwise provided in the articles and plan of interest exchange, if the acquired entity is a domestic or foreign partnership, limited liability company, or other organization subject to dissolution under its governing law, the interest exchange does not dissolve the acquired entity. (3) (a) Except as provided in this subsection, no interest
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holder shall have interest holder liability with respect to either the acquiring or acquired entity. (b) If, under the governing law of either entity, one or more of the interest holders thereof had interest holder liability prior to the interest exchange with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability. (c) If, under the governing law of either entity, one or more of the interest holders thereof will have interest holder liability after the interest exchange with respect to the entity, such interest holder or holders shall have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the entity that accrue on or after the interest exchange. (d) This subsection does not affect liability under any taxation laws. (5) (a) When an interest exchange takes effect, the department is an agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of each domestic limited partnership acquired entity. (b) When an interest exchange takes effect, any foreign acquiring entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic limited partnership acquired entity. (6) When an interest exchange takes effect, any foreign acquiring entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic acquired entity in the manner provided in s. 179.0121, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign acquiring entity’s governing law for purposes of applying this subsection. History: 2021 a. 258.
179.1141 Conversion authorized. (1) A domestic limited partnership may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 179.1141 to 179.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity. (2) A foreign or domestic entity, other than a domestic limited partnership, may convert to a domestic limited partnership pursuant to ss. 179.1141 to 179.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a limited partnership under this chapter immediately after the conversion. History: 2021 a. 258.
179.1142 Plan of conversion. (1) A plan of conversion must be in a record and contain all of the following: (a) The name, type of entity, and governing law of the converting entity. (b) The name, type of entity, and governing law of the converted entity. (c) The terms and conditions of the conversion. (d) The manner and basis of converting the interests in the converting entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
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(e) The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective. (f) Any other matters required by the governing law of the converting or the converted entity. (2) In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law. History: 2021 a. 258.
179.1143 Approval of conversion; amendment; abandonment. (1) (a) Subject to s. 179.1161, a plan of conversion must be approved by a vote or consent of all of the following with respect to a converting domestic limited partnership: 1. All general partners. 2. Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both. (b) A plan of conversion into a domestic limited partnership converted entity must be approved pursuant to the governing law of the converting entity. (2) Subject to s. 179.1161 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, except as otherwise provided in the plan of conversion, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion with the same vote or consent as was required to approve the plan of conversion. (3) If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of the converting entity and the converted entity under the plan of conversion. (b) The amendment to or abandonment of the articles of conversion. (c) A statement that the amendment or abandonment was approved in accordance with this section. History: 2021 a. 258.
179.1144 Filings required for conversion; effective date. (1) After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following: (a) The name, type of entity, and governing law of the converting entity. (b) The name, type of entity, and governing law of the converted entity. (c) A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law. (d) Any organizational documents of the converted entity that are to be in a public record under its governing law. (e) A statement that the plan of conversion is on file at the principal office of the converted entity. (f) A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity.
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(g) A statement whether s. 179.1161 applies to the conversion. (2) In addition to the requirements of sub. (1), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion. (3) If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so or been assigned a registration to do so under s. 179.1009, it shall so register. (4) A conversion takes effect at the effective date and time of the articles of conversion. History: 2021 a. 258.
179.1145 Effect of conversion. (1) When a conversion becomes effective, all of the following apply: (a) The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity is no longer subject to the governing law that applied prior to the conversion and is subject to the governing law of the converted entity. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the converting or converted entity. 2. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability. 3. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converted entity that accrue after the conversion. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment. (c) The converted entity has all debts, obligations, and other liabilities of the converting entity. (d) A civil, criminal, or administrative proceeding pending by or against the converting entity may be continued as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity. (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion. (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, or other-
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wise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity. (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law. (2) (a) When a conversion takes effect, the department is an agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of any domestic limited partnership converting entity. (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders under this chapter with respect to any domestic limited partnership converting entity. (3) When a conversion takes effect, any foreign converted entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic converting entity in the manner provided in s. 179.0121, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign converted entity’s governing law for purposes of applying this subsection. History: 2021 a. 258.
179.1151 Domestication authorized. A domestic limited partnership may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited partnership, and a non-United States entity may domesticate as a domestic limited partnership subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 179.1151 to 179.1155 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity. History: 2021 a. 258.
179.1152 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following: (a) The name, type of entity, and governing law of the domesticating entity. (b) The name, type of entity, and governing law of the domesticated entity. (c) The terms and conditions of the domestication. (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective. (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law. History: 2021 a. 258.
179.1153 Approval of domestication; amendment; abandonment. (1) (a) Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent of all of the following with respect to a domesticating Wisconsin limited partnership: 1. All general partners.
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2. Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both. (b) A plan of domestication of a non-United States domesticating entity must be approved pursuant to the governing law of the domesticating entity. (2) Subject to s. 179.1161 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, except as otherwise provided in the plan of domestication, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication with the same vote or consent as was required to approve the plan of domestication. (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of the domesticating entity and the domesticated entity under the plan of domestication. (b) The amendment to or abandonment of the articles of domestication. (c) A statement that the amendment or abandonment was approved in accordance with this section. History: 2021 a. 258.
179.1154 Filings required for domestication; effective date. (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following: (a) The name, type of entity, and governing law of the domesticating entity. (b) The name, type of entity, and governing law of the domesticated entity. (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law. (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity that are to be in a public record under their respective governing laws. (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity. (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any interest holder in the domesticated entity. (g) A statement whether s. 179.1161 applies to the domestication. (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication. (3) A domestication takes effect at the effective date and time of the articles of domestication. History: 2021 a. 258.
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179.1155 Effect of domestication. (1) When a domestication becomes effective, all of the following apply: (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity. 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticating entity. 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment. (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity. (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity. (e) The organizational documents of the domesticating entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication. (f) The organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity. (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law. (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity. History: 2021 a. 258.
179.1161 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. (1) This section shall apply with respect to a partner in connection with a merger, interest exchange, conversion, or domestication transaction of a domestic limited partnership if the partner does not vote for or consent to the transaction and the transaction would do any of the following with respect to the partner:
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(a) Materially increase the current or potential obligations of the partner with respect to any constituent, surviving, acquiring, acquired, converting, converted, domesticating, or domesticated limited partnership, whether as a result of becoming subject to interest holder liability with respect to the entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise. (b) Treat the partner’s interests in the limited partnership in a manner different from the interests of the same class held by any other partner. (2) If this section applies with respect to a partner in connection with the transaction, the partnership must offer to purchase the partner’s interest in the partnership as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis for any person to challenge, the effectiveness of the transaction, and the partner’s sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce the partner’s rights under this section. In order to accept the partnership’s offer, a partner must notify the partnership within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction. (3) (a) The purchase price of the interest of the partner pursuant to this section is the amount that would be distributable to the partner if, on the date of the transaction, the assets of the partnership were sold and the partnership were wound up, with the sale price equal to the greater of the partnership’s liquidation value or the value based on a sale of the partnership’s entire activities and affairs as a going concern without the partner. (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the partnership, some or all amounts owing, whether or not presently due, from the partner to the partnership may be offset against the purchase price. (c) The partnership shall defend, indemnify, and hold the partner harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the partner. (d) If no agreement for the purchase of the interest of the partner pursuant to this section is reached within 120 days of the date of the transaction, the partnership, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the partner the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b). (e) The payment required by par. (d) must be accompanied by all of the following:
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1. A statement of partnership assets and liabilities as of the date of the transaction. 2. The latest available partnership balance sheet and income statement, if any. 3. An explanation of how the estimated amount of the payment was calculated. 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the partner commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase. (4) The partner may maintain an action against the partnership, pursuant to s. 179.0111, to determine the purchase price of the partner’s interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase price of the partner’s interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to make an offer or payment or to comply with sub. (3). (5) A partner does not give the consent required by sub. (1) merely by consenting to a provision of the written partnership agreement. History: 2021 a. 258.
SUBCHAPTER XII MISCELLANEOUS PROVISIONS 179.1201 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law. History: 2021 a. 258.
179.1202 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b). History: 2021 a. 258.
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