179.0406 Management rights of general partner. 179.0407 Rights to information of general partner and person dissociated as general partner. 179.0408 Reimbursement; indemnification; advancement; and insurance. 179.0409 Standards of conduct for general partners. SUBCHAPTER V CONTRIBUTIONS AND DISTRIBUTIONS 179.0501 Form of contribution. 179.0502 Liability for contribution. 179.0503 Sharing of and right to distributions before dissolution. 179.0504 Limitations on distributions. 179.0505 Liability for improper distributions. SUBCHAPTER VI DISSOCIATION
179.0601 Dissociation as limited partner. 179.0602 Effect of dissociation as limited partner. 179.0603 Dissociation as general partner. 179.0604 Power to dissociate as general partner; wrongful dissociation. 179.0605 Effect of dissociation as general partner. 179.0606 Power to bind and liability of person dissociated as general partner. 179.0607 Liability of person dissociated as general partner to other persons. SUBCHAPTER VII TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS 179.0701 Nature of transferable interest. 179.0702 Transfer of transferable interest. 179.0703 Charging order. 179.0704 Power of legal representative of deceased partner. SUBCHAPTER VIII DISSOLUTION AND WINDING UP 179.0801 Events causing dissolution. 179.0802 Winding up. 179.0803 Rescinding dissolution. 179.0804 Power to bind partnership after dissolution. 179.0805 Liability after dissolution of general partner and person dissociated as general partner. 179.0806 Known claims against dissolved limited partnership. 179.0807 Claims against dissolved limited partnership generally. 179.0808 Court proceedings. 179.0809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. 179.0810 Disposition of assets in winding up; when contributions required. 179.0811 Administrative dissolution. 179.0812 Reinstatement. 179.0813 Appeal from denial of reinstatement. SUBCHAPTER IX ACTIONS BY PARTNERS 179.0901 Direct action by partner. 179.0902 Derivative action. 179.0903 Proper plaintiff. 179.0904 Pleading. 179.0905 Special litigation committee. 179.0906 Proceeds and expenses. SUBCHAPTER X FOREIGN LIMITED PARTNERSHIPS 179.1001 Governing law. 179.1002 Registration to do business in this state. 179.1003 Foreign registration statement. 179.1004 Amendment of foreign registration statement. 179.1005 Activities not constituting doing business. 179.1006 Noncomplying name of foreign limited partnership. 179.1007 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. 179.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. 179.1009 Transfer of registration. 179.10101 Grounds for termination. 179.10102 Procedure for and effect of termination. 179.10103 Appeal from termination. 179.1011 Withdrawal of registration of registered foreign limited partnership. 179.1012 Action by attorney general. SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION 179.1101 Definitions. 179.1102 Relationship of subchapter to other laws. 179.1103 Existing purpose. 179.1104 Nonexclusivity. 179.1105 Reference to external facts. 179.1121 Merger authorized. 179.1122 Plan of merger. 179.1123 Approval of merger; amendment; abandonment. 179.1124 Filings required for merger; effective date. 179.1125 Effect of merger. 179.1131 Interest exchange authorized. 179.1132 Plan of interest exchange. 179.1133 Approval of interest exchange; amendment; abandonment. 179.1134 Filings required for interest exchange; effective date. 179.1135 Effect of interest exchange.
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179.1141 Conversion authorized. 179.1142 Plan of conversion. 179.1143 Approval of conversion; amendment; abandonment. 179.1144 Filings required for conversion; effective date. 179.1145 Effect of conversion. 179.1151 Domestication authorized. 179.1152 Plan of domestication. 179.1153 Approval of domestication; amendment; abandonment.
SUBCHAPTER I GENERAL PROVISIONS 179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Limited Partnership Law.” History: 2021 a. 258.
179.0102 Definitions. In this chapter: (1g) “Business” includes every trade, occupation, and profession. (1m) “Certificate of limited partnership” means the certificate required by s. 179.0201. The term includes the certificate as amended or restated. (2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 179.0501 which is provided by a person to a limited partnership to become a partner or in the person’s capacity as a partner. (3) “Debtor in bankruptcy” means a person that is the subject of any of the following: (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application. (b) A comparable order under federal, state, or foreign law governing insolvency. (3m) “Department” means the department of financial institutions. (4) (a) Except as provided in par. (b), “distribution” means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term includes all of the following: 1. A redemption or other purchase by a limited partnership of a transferable interest. 2. A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s activities and affairs or have access to records or other information concerning the partnership’s activities and affairs. (b) “Distribution” does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners. (4c) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state. (4j) “Electronic” means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (4p) “Entity” means a person other than an individual. (4t) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state. (5) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the for-
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179.1154 Filings required for domestication; effective date. 179.1155 Effect of domestication. 179.1161 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. SUBCHAPTER XII MISCELLANEOUS PROVISIONS 179.1201 Uniformity of application and construction. 179.1202 Relation to Electronic Signatures in Global and National Commerce Act.
eign limited partnership under a provision similar to s. 179.0404 (3). (6) “Foreign limited partnership” means an association that would be a limited partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability limited partnership. (6m) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185. (7) “General partner” means a person that satisfies all of the following: (a) The person has become a general partner under s. 179.0401 or was a general partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112. (b) The person has not dissociated as a general partner under s. 179.0603. (7m) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 179.0104 or the corresponding applicable law with respect to entities other than domestic limited partnerships. (8) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. (8m) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193. (10) “Limited liability limited partnership,” except in the phrase “foreign limited liability limited partnership,” or “domestic limited liability limited partnership” means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership. (11) “Limited partner” means a person that satisfies all of the following: (a) The person has become a limited partner under s. 179.0301 or was a limited partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112. (b) The person has not dissociated under s. 179.0601. (12) “Limited partnership,” except in the phrase “foreign limited partnership,” or “domestic limited partnership” means an entity which was formed under this chapter or became subject to this chapter and which is still subject to this chapter. The term includes a limited liability limited partnership. (13) “Partner” means a limited partner or general partner. (14) “Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in s. 179.0105 (1). The term includes the agreement as amended or restated.
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(15) “Person” means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (16) “Principal office” means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. (17) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (18) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (19) “Registered agent” means an agent of a limited partnership or foreign limited partnership that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. (20) “Registered foreign limited partnership” means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the department. (21) “Required information” means the information that a limited partnership is required to maintain under s. 179.0108. (22) “Sign” means, with present intent to authenticate or adopt a record, any of the following: (a) To execute or adopt a tangible symbol. (b) To attach to or logically associate with the record an electronic symbol, sound, or process. (23) “State” means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (24) “Transfer” includes all of the following: (a) An assignment. (b) A conveyance. (c) A sale. (d) A lease. (e) An encumbrance, including a mortgage or security interest. (f) A gift. (g) A transfer by operation of law. (25) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (26) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under s. 179.0602 (1) (c) or 179.0605 (1) (d). History: 2021 a. 258.
179.0103 Knowledge; notice. (1) A person knows a fact if any of the following applies: (a) The person has actual knowledge of the fact. (b) The person is deemed to know the fact under law other than this chapter. (c) The person is deemed to know the fact under sub. (4) (cr). (2) A person has notice of a fact if any of the following applies:
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(a) The person has reason to know the fact from all the facts known to the person at the time in question. (b) The person is deemed to have notice of the fact under sub. (3) or (4). (3) A certificate of limited partnership on file in the office of the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in sub. (4), the certificate is not notice of any other fact. (4) (a) A person not a partner is deemed to have notice of another person’s dissociation as a general partner 90 days after an amendment to the certificate of limited partnership that states that the other person has dissociated becomes effective or 90 days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first. (b) A person not a partner is deemed to have notice of all of the following as follows: 1. A limited partnership’s dissolution 90 days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective. 2. A limited partnership’s termination 90 days after a statement of termination under s. 179.0802 (2) (b) 6. becomes effective. 3. A limited partnership’s participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. XI become effective. (cr) A person not a partner is deemed to know of a limitation on authority to transfer real property as provided in s. 179.04023 (7). (5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (6) Except for a transferor partner’s notice or knowledge of the transfer under s. 179.0702 (5) or a withdrawing partner’s notice or knowledge of the withdrawal under s. 179.0601 (2) (a) or 179.0603 (1), a general partner’s knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner’s knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership. (7m) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following: (a) When received. (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed. (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter. History: 2021 a. 258.
179.0104 Governing law. (1) The law of this state governs all of the following: (a) The internal affairs of a limited partnership. (b) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership. (2m) The fact that one or more of the partners of a partner-
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ship are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1). (3m) The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1) shall be brought solely and exclusively in the courts of this state. History: 2021 a. 258.
179.0105 Partnership agreement; scope, function, and limitations. (1) Except as otherwise provided in subs. (3) and (4), the partnership agreement governs all of the following: (a) Relations among the partners as partners and between the partners and the limited partnership. (b) The activities and affairs of the partnership and the conduct of those activities and affairs. (c) The means and conditions for amending the partnership agreement. (d) Mergers, interest exchanges, conversions, and domestications under subch. XI. (2) To the extent the partnership agreement does not provide for a matter described in sub. (1), this chapter governs the matter. (3) A partnership agreement may not do any of the following: (a) Vary the law applicable under ss. 179.0104 and 179.0112. (b) Vary a limited partnership’s capacity under s. 179.0111 to sue and be sued in its own name. (c) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following: 1. Registered agents, except to require some form of vote or consent of the partners notwithstanding s. 179.0118 (2). 2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter. (d) Vary the provisions of s. 179.0204. (e) Vary the right of a general partner under s. 179.0406 (2) (b) with respect to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership. (f) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4). (g) Eliminate the contractual obligation of good faith and fair dealing under ss. 179.0305 (1) and 179.0409 (4), but the partnership agreement may, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation. (h) Relieve or exonerate a partner from liability for conduct that constitutes any of the following: 1. A willful failure to deal fairly with the limited partnership or its partners in connection with a matter in which the partner has a material conflict of interest. 2. A violation of the criminal law, unless the partner had reasonable cause to believe that the partner’s conduct was lawful or no reasonable cause to believe that the partner’s conduct was unlawful. 3. A transaction from which the partner derived an improper personal profit. 4. Willful misconduct. (i) Vary the information required under s. 179.0108 or unreasonably restrict the duties and rights under s. 179.0304 or 179.0407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, in-
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cluding liquidated damages and security, for a breach of any reasonable restriction on use. (j) Vary the grounds for expulsion stated in s. 179.0603 (5) (b). (k) Unless the partnership is a limited liability limited partnership, vary the power of a person to dissociate as a general partner under s. 179.0604 (1), except to require that the notice under s. 179.0603 (1) be in a record and to not unreasonably specify how the notice must be given. (L) Vary the causes of dissolution specified in s. 179.0801 (1) (f). (m) Vary the requirement to wind up the limited partnership’s activities and affairs as specified in s. 179.0802 (1), (2) (a), and (4). (n) Unreasonably restrict the right of a partner to maintain an action under subch. IX. (o) Vary the provisions of s. 179.0905, but the partnership agreement may provide that the partnership may not have a special litigation committee. (p) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 179.1123 (1), 179.1133 (1), 179.1143 (1), or 179.1153 (1), except by written provision in the partnership agreement that does not impair the rights of the partner under s. 179.1161. (pm) Impair the rights of a partner under s. 179.1161, except to require that the notice of acceptance under s. 179.1161 (2) be in a record or be given within fewer than 60, but not fewer than 10, days of receipt of the offer. (q) Vary the required contents of a plan of merger under s. 179.1122, plan of interest exchange under s. 179.1132, plan of conversion under s. 179.1142, or plan of domestication under s. 179.1152. (r) Except as otherwise provided in ss. 179.0106 and 179.0107 (2), restrict the rights under this chapter of a person other than a partner. (4) Subject to sub. (3) (h), without limiting other terms that may be included in a partnership agreement, the following rules apply: (a) The partnership agreement may do any of the following: 1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. 2. Alter the prohibition in s. 179.0504 (1) (b) so that the prohibition requires only that the partnership’s total assets not be less than the sum of its total liabilities. (b) If not manifestly unreasonable, the partnership agreement may do any of the following: 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty of loyalty stated in s. 179.0409 (2). 2. Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing. 3. Alter the duty of care. 4. Alter or eliminate any other fiduciary duty. (5) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under sub. (3) (g) or (4) (b). The court shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time. The court may invalidate the term only if, in light of the purposes and activities and affairs of the limited partnership, it is readily
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apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term’s objective. History: 2021 a. 258.
179.0106 Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement. (1) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (2) A person that becomes a partner is deemed to assent to the partnership agreement. (3) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement. History: 2021 a. 258.
179.0107 Partnership agreement; effect on 3rd parties and relationship to records effective on behalf of limited partnership. (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (2) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 179.0703 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner. (b) The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (3) If a record delivered by a limited partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 179.0105 (3) or (4) (b) if contained in the partnership agreement, the provision is ineffective in the record. (4) Subject to sub. (3), if a record delivered by a limited partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply: (a) The agreement prevails as to partners, persons dissociated as partners, and transferees. (b) The record prevails as to other persons to the extent they reasonably rely on the record. History: 2021 a. 258.
179.0108 Required information. A limited partnership shall maintain all of the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order. (2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed. (3) A copy of any filed articles of merger, interest exchange, conversion, or domestication.
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(4) A copy of the partnership’s federal, state, and local income tax returns, if any, for the 3 most recent years. (5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement. (6) A copy of the financial statements of the partnership, if any, for the 3 most recent years. (7) A copy of the 3 most recent annual reports delivered by the partnership to the department pursuant to s. 179.0212. (8) A copy of any record made by the partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement. (9) Unless contained in a partnership agreement made in a record, a record stating all of the following: (a) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner. (b) The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each partner are to be made. (c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity. (d) Any events upon the occurrence of which the partnership is to be dissolved and its activities and affairs wound up. History: 2021 a. 258.
179.0109 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners. History: 2021 a. 258.
179.0110 Nature, purpose, and duration of limited partnership. (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may have any lawful purpose, regardless of whether for profit. (3) A limited partnership has perpetual duration. History: 2021 a. 258.
179.0111 Powers. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. History: 2021 a. 258.
179.0112 Applicability. (1) This chapter applies to a limited partnership formed on or after January 1, 2023. (2) On January 1, 2023, this chapter applies to a limited partnership formed before January 1, 2023, except as follows: (a) If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between April 17, 2022, and January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207. (b) If a limited partnership elects, in a manner allowed by law
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for amending the partnership agreement, to continue to be subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2023, the limited partnership shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. The limited partnership shall instead be and remain subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207. (c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited partnership shall be irrevocable upon such filing. (d) Upon this chapter becoming applicable with respect to a limited partnership, all of the following apply: 1. This chapter shall not, and the corresponding provisions of ch. 179, 2019 stats., shall, be applicable with respect to obligations incurred by the limited partnership prior to such applicability. 2. Any provisions of a partnership agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the limited partnership shall continue to be valid and applicable to the extent allowed under prior law. History: 2021 a. 258.
179.0113 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History: 2021 a. 258.
179.0114 Permitted names. (1) The name of a limited partnership may contain the name of any partner. (2) The name of a limited partnership that is not a limited liability limited partnership must contain the words “limited partnership,” or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LP” or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation, and may not contain the phrase “limited liability limited partnership,” or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LLLP” or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation. (3) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership,” or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LLLP” or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation, and may not contain the words “limited partnership” other than in the phrase “limited liability limited partnership” or the abbreviation “LP” other than in the abbreviation “LLLP.” (4) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the department from all of the following: (a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.
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(b) Any name of a limited liability partnership whose statement of qualification is in effect. (c) Any name under which a person is registered to do business in this state by a filing of a record by the department. (d) Any name that is reserved under s. 179.0115 or other law of this state providing for the reservation of a name by a filing of a record by the department. (e) Any name that is registered under s. 179.0116 or other law of this state providing for the registration of a name by a filing of a record by the department. (4m) A limited partnership or foreign limited partnership may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (4). The department shall authorize use of the name applied for if any of the following occurs: (a) The corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association that has or has registered or reserved the name consents in writing to the use and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation. (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state. (6) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation,” “Corp.,” “incorporated,” “service corporation,” “SC,” “Inc.,” “Limited,” “Ltd.,” “limited partnership,” “LP,” “limited liability partnership,” “LLP,” “limited liability limited partnership,” “LLLP,” “registered limited liability limited partnership,” “RLLLP,” “limited liability company,” “LLC,” “cooperative association,” or “cooperative,” or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account. (8) The name of a limited partnership or foreign limited partnership may not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute. (9m) A limited partnership or foreign limited partnership may use in this state the name, including the fictitious name, that is used in this state by a corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association if the limited partnership or foreign limited partnership proposing to use the name has done any of the following: (a) Merged with the other business entity. (b) Been formed by reorganization of the other business entity. (c) Acquired all or substantially all of the assets, including the name, of the other business entity. History: 2021 a. 258.
179.0115 Reservation of name. (1) A person may reserve the exclusive use of a name that complies with s. 179.0114, including a fictitious name for a foreign limited partnership whose partnership name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to
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be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant’s exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. (2) The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred. History: 2021 a. 258.
179.0116 Registration of name. (1) A foreign limited partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 179.1006 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 179.0114. (2) To register its name or a fictitious name adopted pursuant to s. 179.1006 (1), a foreign limited partnership must deliver to the department for filing an application stating the partnership’s name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 179.1006 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant’s exclusive use. (3) The registration of a name under this section expires annually on December 31. (4) A foreign limited partnership whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year. (5) A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual. History: 2021 a. 258.
179.0117 Registered agent and registered office. (1) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve. (1m) The registered office of a limited partnership or registered foreign limited partnership may, but need not, be the same as any of the partnership’s places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent of a limited partnership or registered foreign limited partnership shall be any of the following: (a) A natural person who resides in this state and whose business office is identical with the registered office. (b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office. (c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office. (2) A registered agent for a limited partnership or registered foreign limited partnership must have an e-mail address and a place of business or activity in this state.
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(3) The only duties under this chapter of a registered agent that has complied with this chapter are the following: (a) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent. (b) If the registered agent resigns, to provide the notice required by s. 179.0119 (3) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership. (c) To keep current the information with respect to the agent in the certificate of limited partnership or foreign registration statement. History: 2021 a. 258.
179.0118 Change of registered agent or registered office by limited partnership. (1) A limited partnership or registered foreign limited partnership may change its registered agent or registered office as provided in s. 179.0212 (5) or by delivering to the department for filing a statement of change that states all of the following: (a) The name of the partnership or foreign partnership. (b) The information that is to be in effect as a result of the filing of the statement of change. (2) The general or limited partners of a limited partnership need not approve the filing of any of the following: (a) A statement of change under this section. (b) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction. (3) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve. (4) As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership. History: 2021 a. 258.
179.0119 Resignation of registered agent. (1) A registered agent may resign as agent for a limited partnership or registered foreign limited partnership by delivering to the department for filing a statement of resignation that states all of the following: (a) The name of the partnership or foreign partnership. (b) The name of the agent. (c) That the agent resigns from serving as registered agent for the partnership or foreign partnership. (d) The address of the partnership or foreign partnership to which the agent will send the notice required by sub. (3). (2) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following: (a) Sixty days after the department receives the statement of resignation for filing. (b) The date on which the appointment of a successor registered agent is effective. (3) A registered agent promptly shall furnish to the limited partnership or registered foreign limited partnership notice in a record of the date on which a statement of resignation was filed. (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the partnership or foreign
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partnership has against the agent or that the agent has against the partnership or foreign partnership. (5) A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the partnership or foreign partnership is in good standing. History: 2021 a. 258.
179.0120 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any limited partnership or foreign limited partnership for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the partnership or foreign partnership in writing of the change and deliver to the department for filing a statement of change that recites that the partnership or foreign partnership has been notified of the change and states all of the following: (a) The name of the partnership or foreign partnership represented by the registered agent. (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the partnership or foreign partnership. (c) Any new name, new e-mail address, or new street address of the agent. (2) A registered agent promptly shall furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the department of the statement of change and the changes made by the statement. History: 2021 a. 258.
179.0121 Service of process, notice, or demand. (1) A limited partnership or registered foreign limited partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent’s e-mail address on file with the department, and such notice shall be effective as provided in s. 179.0103 (7m). (2) Except as provided in sub. (3), if a limited partnership or registered foreign limited partnership has no registered agent, or its registered agent cannot with reasonable diligence be served, the partnership or foreign partnership may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the partnership or foreign partnership at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following: (a) The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service. (b) The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership. (c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment. (3) If process, notice, or demand in an action cannot be served on a limited partnership or registered foreign limited partnership pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the partnership or foreign partnership if the individual served is not a plaintiff in the action. If the address of the partnership’s or foreign partnership’s principal office cannot be determined from the records of the department, the partnership or foreign partnership may be served by publishing a class 3 notice, under ch. 985, in the community where the partnership’s
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or foreign partnership’s principal office or registered office, as most recently designated in the records of the department, is located. (4) Service of process, notice, or demand on a registered agent must be in a written record. (5) Service of process, notice, or demand may be made by other means under law other than this chapter. History: 2021 a. 258. Section 179.04 [now this section] does not provide an exclusive means for service on a limited partnership but merely mandates that a limited partnership maintain an agent for service in the state and provides for substitute service in case the limited partnership fails to comply. Service is governed by s. 801.11 (6), which requires service upon all the general partners known to the plaintiff. Carmain v. Affiliated Capital Corp., 2002 WI App 271, 258 Wis. 2d 378, 654 N.W.2d 265, 01-3077.
179.0122 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (2) Delivery to the department is effective only when a record is received by the department. History: 2021 a. 258.
179.0124 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4). (2) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing: 1. Certificate of limited partnership, $70. 2. Application for use of indistinguishable name, $10. 3. Application for reserved name, $10. 4. Application for renewal of reserved name, $10. 5. Notice of transfer of reserved name, $10. 6. Application for registered name, $50. 7. Application for renewal of registered name, $50. 8. Statement of change of registered agent or registered office or registered agent’s name, e-mail address, or street address under s. 179.0118 or 179.0120, $10. 9. Statement of resignation of registered agent, $10. 10. Amendment or restatement of certificate of limited partnership, $25. 11. Articles of merger, conversion, interest exchange, or domestication, $150. 12. Statement of dissolution or statement of termination, $10. 13. Foreign registration statement, $75. 14. Amendment of foreign registration statement, $15. 15. Statement of withdrawal of foreign registration or application for transfer of foreign registration, $15. 16. Statement of correction, $15. 17. Annual report of a domestic limited partnership, $25. 18. Annual report of a foreign limited partnership, $65. 19. Statement of negation under s. 179.0306 (1) (b), $10. 20. Statement of partnership authority under s. 179.04023 or statement of denial under s. 179.04025, $10. (b) In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter or for preparing in an expeditious manner a certificate of status under s. 179.0211.
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(c) The department may, by rule, specify a larger fee for filing records in paper format. (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department. (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony. History: 2021 a. 258.
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(b) The dissociation of a person as a general partner. (c) The appointment of a person to wind up the limited partnership’s activities and affairs under s. 179.0802 (3) or (4). (5) If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy: (a) Cause the certificate to be amended. (b) If appropriate, deliver to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209. History: 2021 a. 258.
SUBCHAPTER II FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS 179.0201 Formation of limited partnership; certificate of limited partnership. (1) To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing. (2) A certificate of limited partnership must state all of the following: (a) The name of the limited partnership, which name satisfies s. 179.0114. (b) The street and mailing addresses of the partnership’s principal office. (c) The street address of the partnership’s registered office in this state and the name and e-mail address of its registered agent at that office. (d) The name and street and mailing addresses of each general partner. (e) Whether the limited partnership is a limited liability limited partnership. (3) A certificate of limited partnership may contain statements as to matters other than those required by sub. (2), but may not vary or otherwise affect the provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that section. (4) A limited partnership is formed when all of the following occur: (a) The certificate of limited partnership becomes effective. (b) At least 2 persons have become partners. (c) At least one person has become a general partner. (d) At least one person has become a limited partner. History: 2021 a. 258.
179.0202 Amendment or restatement of certificate of limited partnership. (1) A certificate of limited partnership may be amended or restated at any time. (2) To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following: (a) The name of the partnership. (b) The text of the amendment. (3) To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading. (4) A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following: (a) The admission of a new general partner.
179.0203 Signing of records to be delivered for filing to the department. (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. (c) An amendment to the certificate of limited partnership designating as general partner a person admitted under s. 179.0801 (1) (c) 2. following the dissociation of a limited partnership’s last general partner must be signed by that person. (d) An amendment to the certificate of limited partnership required by s. 179.0802 (3) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person. (e) Any other amendment to the certificate of limited partnership must be signed by all of the following: 1. At least one general partner listed in the certificate. 2. Each other person designated in the amendment as a new general partner. 3. Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies: a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states. b. The person has previously delivered to the department for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph. (g) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 179.0802 (3) or (4) to wind up the dissolved limited partnership’s activities and affairs. (h) Any other record delivered by a limited partnership to the department for filing must be signed by at least one general partner listed in the certificate of limited partnership. (i) A statement by a person pursuant to s. 179.0605 (1) (c) stating that the person has dissociated as a general partner must be signed by that person. (j) A statement of negation by a person pursuant to s. 179.0306, or a statement of denial by a person pursuant to s. 179.04025, must be signed by that person. (k) Any other record delivered on behalf of a person to the department for filing must be signed by that person.
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(2) Any record delivered for filing under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (3) A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record. History: 2021 a. 258.
179.0204 Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following: (a) The person to sign the record. (b) The person to deliver the record to the department for filing. (c) The department to file the record unsigned. (2) If a petitioner under sub. (1) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action. (3) A record filed under sub. (1) (c) is effective without being signed. History: 2021 a. 258.
179.0205 Liability for inaccurate information in filed record. (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following: (a) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed. (b) A general partner if all of the following apply: 1. The record was delivered for filing on behalf of the partnership. 2. The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have done any of the following: a. Effected an amendment under s. 179.0202. b. Filed a petition under s. 179.0204. c. Delivered to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209. (2) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. History: 2021 a. 258.
179.0206 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following: (a) The filing of the record must be required or permitted by this chapter. (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records. (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
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(d) The record must be signed by a person authorized or required under this chapter to sign the record. (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (f) The record must contain the name of the drafter, if required by s. 182.01 (3). (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document’s failure to satisfy the requirement is immaterial. (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information. (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department. (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use. History: 2021 a. 258.
179.0207 Effective date and time. Except as otherwise provided in s. 179.0208 and subject to s. 179.0209 (4), a record filed under this chapter is effective as follows: (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date: (a) The time of day specified in the document as its effective time. (b) If no effective time is specified, at the close of business. (2) The date that a document is received by the department is determined by the department’s endorsement on the original document under s. 179.0210 (2). (3) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date. History: 2021 a. 258.
179.0208 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 179.1123 (2), 179.1133 (2), 179.1143 (2), and 179.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal. (2) A statement of withdrawal must satisfy all of the following: (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons. (b) It must identify the record to be withdrawn. (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect. History: 2021 a. 258.
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179.0209 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies: (a) The record at the time of filing was inaccurate. (b) The record was defectively signed. (c) The electronic transmission of the record to the department was defective. (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction. (3) (a) A statement of correction may not state a delayed effective date. (b) A statement of correction must satisfy all of the following: 1. It must be signed by the person correcting the filed record. 2. It must identify the filed record to be corrected. 3. It must specify the inaccuracy or defect to be corrected. 4. It must correct the inaccuracy or defect. (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 179.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. History: 2021 a. 258.
179.0210 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial. (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the limited partnership to which the statement pertains. (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following: (a) Return the record or notify the person that submitted the record of the refusal. (b) Provide a brief explanation in a record of the reason for the refusal. (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. (5) The filing of or refusal to file a record does not create a presumption of any of the following: (a) That the record does or does not conform to the requirements of this chapter. (b) That the information contained in the record is correct or incorrect. (6) Except as otherwise provided by s. 179.0121 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways: (a) In person to the person that submitted it. (b) To the address of the person’s registered agent. (c) To the principal office of the person. (d) To another address the person provides to the department for delivery. History: 2021 a. 258.
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179.0212
179.0211 Certificate of status. (1) Any person may obtain from the department, upon request, a certificate of status for a limited partnership or registered foreign limited partnership. (2) A certificate of status shall include all of the following information: (a) The domestic partnership’s partnership name or the foreign partnership’s partnership name and fictitious name, if any, used in this state. (b) Whether each of the following is true: 1. The domestic partnership is a limited partnership whose governing law is the law of this state, or the foreign limited partnership is authorized to transact business in this state. 2. The domestic partnership or the foreign partnership has, during its most recently completed report year, filed with the department an annual report required by s. 179.0212. 3. The domestic partnership has not filed a statement of dissolution or statement of termination. 4. The foreign partnership has not filed a statement of withdrawal of its foreign registration under s. 179.1011 and, if not, the effective date of its registration statement. (c) The domestic partnership’s effective date of its certificate of limited partnership and the period of its duration if less than perpetual. (3) The certificate of status may include other facts of record in the department that are requested. (4) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited partnership or the foreign limited partnership is in existence or is authorized to transact business in this state. (5) Upon request, by telephone or otherwise, the department shall confirm by telephone any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3). History: 2021 a. 258.
179.0212 Annual report for department. (1) A limited partnership or registered foreign limited partnership shall deliver to the department for filing an annual report that states all of the following: (a) The name of the partnership or registered foreign partnership. (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office. (c) The street address of its principal office. (d) The name of at least one general partner. (e) In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 179.1006 (1). (2) Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership. (3) (a) A domestic limited partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited partnership’s certificate of limited partnership became effective, during the calendar year quarter in which the anniversary date of the certificate effective date occurs. (b) A registered foreign limited partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited partnership registered to do business in this state. (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report to it for correction. If the
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UNIFORM LIMITED PARTNERSHIP LAW
annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 179.0103 (7m), the annual report is timely filed. (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 179.0118. History: 2021 a. 258.
SUBCHAPTER III LIMITED PARTNERS 179.0301 Becoming limited partner. (1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (2) After formation of a limited partnership, a person becomes a limited partner in any of the following ways: (a) As provided in the partnership agreement. (b) As the result of a transaction effective under subch. XI. (c) With the affirmative vote or consent of all the partners. (d) As provided in s. 179.0801 (1) (d) or (e). (3) A person may become a limited partner without doing any of the following: (a) Acquiring a transferable interest. (b) Making or being obligated to make a contribution to the limited partnership. History: 2021 a. 258.
179.0302 No agency power of limited partner as limited partner. (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (2) A person’s status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person’s conduct. History: 2021 a. 258.
179.0303 No liability as limited partner for limited partnership obligations. (1) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership. (2) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership. History: 2021 a. 258.
179.0304 Rights to information of limited partner and person dissociated as limited partner. (1) On 10 days’ demand made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office. The limited partner need not have any particular purpose for seeking the information. (2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities and affairs,
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financial condition, and other circumstances of the limited partnership as is just and reasonable if all of the following apply: (a) The limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner. (b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information. (c) The information sought is directly connected to the limited partner’s purpose. (3) Not later than 10 days after receiving a demand pursuant to sub. (2), the limited partnership shall inform, in a record, the limited partner that made the demand of all of the following: (a) What information the partnership will provide in response to the demand and when and where the partnership will provide the information. (b) The partnership’s reasons for declining, if the partnership declines to provide any demanded information. (4) Whenever this chapter or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the partnership and that is material to the limited partner’s decision. (5) On 10 days’ demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if all of the following apply: (a) The information pertains to the period during which the person was a limited partner. (b) The person seeks the information in good faith. (c) The person satisfies the requirements imposed on a limited partner by sub. (2). (6) A limited partnership shall respond to a demand made pursuant to sub. (5) in the manner provided in sub. (3). (7) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (8) A limited partner or person dissociated as a limited 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 limited partner or person dissociated as a limited partner. (9) Subject to s. 179.0704, the rights under this section do not extend to a person as transferee. (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.
179.0305 Limited duties of limited partners. (1) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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Updated 23-24 Wis. Stats.
(2) Except as otherwise provided in sub. (1), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner. (3) If a limited partner enters into a transaction with the limited partnership, the limited partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner. (4m) Unless otherwise provided in the partnership agreement, any action that is to be voted on or consented to by some or all of the limited partners may be taken without a meeting of the limited partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a limited partner, so consenting directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a limited partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective, unless the written consent provides otherwise. History: 2021 a. 258.
179.0306 Person erroneously believing self to be limited partner. (1) Except as otherwise provided in sub. (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person does any of the following: (a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the department for filing. (b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the department for filing a statement of negation under this section. (2) A person that makes an investment described in sub. (1) is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the department files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (3) If a person makes a diligent effort in good faith to comply with sub. (1) (a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the department for filing, the person has the right to withdraw from the enterprise pursuant to sub. (1) (b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. History: 2021 a. 258.
SUBCHAPTER IV GENERAL PARTNERS 179.0401 Becoming general partner. (1) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
UNIFORM LIMITED PARTNERSHIP LAW
179.04023
(2) After formation of a limited partnership, a person becomes a general partner in any of the following ways: (a) As provided in the partnership agreement. (b) As a result of a transaction effective under subch. XI. (c) With the affirmative vote or consent of all the partners. (d) As provided in s. 179.0801 (1) (c) 2. (3) A person may become a general partner without doing any of the following: (a) Acquiring a transferable interest. (b) Making or being obligated to make a contribution to the partnership. History: 2021 a. 258.
179.0402 General partner agent of limited partnership. Subject to the effect of a statement of partnership authority under s. 179.04023, the following rules apply: (1) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority. (2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners. History: 2021 a. 258.