Chapter 178, UNIFORM PARTNERSHIP LAW

178.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Partnership Law.” History: 2015 a. 295.

178.0102 Definitions. In this chapter: (1) “Business” includes every trade, occupation, and profession. (2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 178.0403 which is provided by a person to a partnership to become …

178.0103 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 sub. (4) (a) or law other than this chapter. (2) A person has notice of a fact if any of the fol…

178.0104 Governing law. (1m) The internal affairs of an association that would be a partnership if its governing law were the law of this state and the liability of the persons so associated for a debt, obligation, or other liability of the association are governed by the law of …

178.0105 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 partnership. (b) The busi…

178.0106 Partnership agreement; effect on partnership and person becoming partner; preformation agreement. (1) A 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 beco…

178.0107 Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership.

178.0108 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) Except as otherwise provided in pars. (b) and (c), a record signed by a partnership must be signed…

178.0109 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 …

178.0110 Applicability. (1) This chapter applies to a partnership formed on or after January 1, 2018, unless the partnership is the successor to a partnership under s. 178.36, 2013 stats. (2) On January 1, 2018, this chapter applies to a partnership formed before January 1, 2018,…

178.0111 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (2) Delivery to the department is effective only when a record i…

178.0112 Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of …

178.0113 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following: (a) The filing of the record must be required or permitted by t…

178.0114 Effective date and time. Except as otherwise provided in s. 178.0115 and subject to s. 178.0116 (3), a record filed under this chapter is effective as follows: (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and a…

178.0115 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 178.1123 (2), 178.1133 (2), 178.1143 (2), and 178.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department fo…

178.0116 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies: (a) The record at the time of filing was inaccurate. (b) The record was defectively signed. (c) The ele…

178.0117 Duty of department to file; review of refusal to file; delivery of record by department. SUBCHAPTER II NATURE OF PARTNERSHIP SUBCHAPTER III RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP SUBCHAPTER IV RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

178.0119 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History: 2015 a. 295.

178.0120 Fees; certified copies; filing false documents. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for f…

178.0121 Certificate of status. (1) Any person may obtain from the department, upon request, a certificate of status for a limited liability partnership or a foreign limited liability partnership. (2) A certificate of status shall include all of the following information: (a) The…

178.0201 Partnership as entity. (1) A partnership is an entity distinct from its partners. (2) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under s. 178.0901. History: 2015 a. 295.

178.0202 Formation of partnership. (1) Except as otherwise provided in sub. (2), the association of 2 or more persons to carry on, as co-owners, a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association whose governing …

178.0203 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. History: 2015 a. 295.

178.0204 When property is partnership property. (1) Property is partnership property if acquired in the name of any of the following: (a) The partnership. (b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as …

178.0301 Partner agent of partnership. Subject to the effect of a statement of partnership authority under s. 178.0303, the following rules apply: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of a reco…

178.0302 Transfer of partnership property. (1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under s. 178.0303, partnership property held in the name of the partnership may be transferred by an instrument of …

178.0303 Statement of partnership authority. (1) (a) A partnership may deliver to the department for filing a statement of partnership authority. (b) The statement of authority must include all of the following: 1. The name of the partnership. 2. If the partnership is not a limit…

178.0304 Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following: (1) Provides the name of the partnership and the caption of the statement o…

178.0305 Partnership liable for partner’s actionable conduct. (1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of busine…

178.0306 Partner’s liability. (1) Except as otherwise provided in subs. (2) to (3m), all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law. (2) A person that be…

178.0307 Actions by and against partnership and partners. (1) A partnership may sue and be sued in the name of the partnership. (2) To the extent not inconsistent with s. 178.0306, a partner may be joined in an action against the partnership or named in a separate action. (3) A j…

178.0308 Liability of purported partner. (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the re…

178.0401 Partner’s rights and duties. (1) Each partner is entitled to an equal share of the partnership distributions and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner’s share of the distr…

178.0402 Becoming partner. (1) Upon formation of a partnership, a person becomes a partner under s. 178.0202 (1). (2) After formation of a partnership, a person becomes a partner in any of the following ways: (a) As provided in a partnership agreement. (b) As a result of a transa…

178.0403 Form of contribution. A contribution may consist of money or other property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer money or property to, perform services for, or provide another benefit to the pa…

178.0404 Liability for contribution. (1) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contribution ot…

178.0405 Sharing of and right to distributions before dissolution. (1) Any distribution made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under s. 178.0503 or char…

178.0406 Limitations on distributions by limited liability partnership. (1) A limited liability partnership may not make a distribution, including a distribution under s. 178.0806, if after the distribution any of the following applies: (a) The partnership would not be able to pa…

178.0407 Liability for improper distributions by limited liability partnership. (1) Except as otherwise provided in sub. (2), if a partner of a limited liability partnership consents to a distribution made in violation of s. 178.0406 and in consenting to the distribution fails to…

178.0408 Rights to information of partners and persons dissociated as partner. (1) A partnership shall keep its books and records, if any, at its principal office. (2) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location spe…

178.0409 Standards of conduct for partners. (1) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subs. (2) and (3). (2) The fiduciary duty of loyalty of a partner includes all of the following duties: (a) The duty to account to the…

178.0410 Actions by partnership and partners. (1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (2) A partner may maintain an action against the…

178.0411 Continuation of partnership beyond definite term or particular undertaking. SUBCHAPTER V TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS SUBCHAPTER VI DISSOCIATION SUBCHAPTER VII PERSON’S DISSOCIATION AS A PARTNER WHEN BUSINESS NOT WOUND UP SUBCHAPTER VIII…

178.0501 Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. History: 2015 a. 295.

178.0502 Nature of transferable interest. A transferable interest is personal property. History: 2015 a. 295.

178.0503 Transfer of transferable interest. (1) All of the following apply to a transfer, in whole or in part, of a transferable interest: (a) It is permissible. (b) It does not by itself cause a person’s dissociation as a partner or a dissolution and winding up of the partnershi…

178.0504 Charging order. (1) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment…

178.0505 Power of legal representative of deceased partner. If a partner dies, the deceased partner’s legal representative may exercise any of the following: (1) The rights of a transferee provided in s. 178.0503 (3). (2) For purposes of settling the estate, the rights the deceas…

178.0601 Events causing dissociation. A person is dissociated as a partner when any of the following applies: (1) The partnership knows or has notice of the person’s express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the …

178.0602 Power to dissociate as partner; wrongful dissociation. (1) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under s. 178.0601 (1). (2) A person’s dissociation as a partner is wrongful onl…