Chapter 178, UNIFORM PARTNERSHIP LAW

178.0603 Effect of dissociation. (1) If a person’s dissociation results in a dissolution and winding up of the partnership business, subch. VIII applies; otherwise, subch. VII applies. (2) If a person is dissociated as a partner, all of the following apply: (a) The person’s right…

178.0701 Purchase of interest of person dissociated as partner. (1) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business under s. 178.0801, the partnership shall cause the person’s interest in the p…

178.0702 Power to bind and liability of person dissociated as partner. (1) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the partnership is merged out of existence or converted …

178.0703 Liability of person dissociated as partner to other persons. (1) Except as otherwise provided in sub. (2) or s. 178.0308 (1), a person dissociated as a partner is not liable for a partnership obligation incurred after dissociation. (2) A person that is dissociated as a p…

178.0704 Statement of dissociation. (1) A person dissociated as a partner or the partnership may deliver to the department for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership. (2) A statement of disso…

178.0705 Continued use of partnership name. Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligat…

178.0801 Events causing dissolution. A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following: (1) In a partnership at will, any of the following: (a) The partnership knows or has notice of a person’s express will to withdraw as a…

178.0802 Winding up. (1) A dissolved partnership shall wind up its business and, except as otherwise provided in s. 178.0803, the partnership continues after dissolution only for the purpose of winding up. (2) (a) In winding up its business, the partnership shall discharge the pa…

178.0803 Rescinding dissolution. (1) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective or the circuit court has entered an order under s. 178.0801 (4) or (5) dissolving the partnership. (2) Rescinding d…

178.0804 Power to bind partnership after dissolution. (1) A partnership is bound by a partner’s act with respect to a transaction with another party after dissolution if any of the following applies: (a) The act is appropriate for winding up the partnership business, unless the p…

178.0805 Liability after dissolution of partner and person dissociated as partner. (1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under s. 178.0804 (1) by an act that is not appropriate for winding up the partnership business, the…

178.0806 Disposition of assets in winding up; when contributions required. (1) In winding up its business, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that …

178.0807 Known claims against dissolved limited liability partnership. (1) Except as otherwise provided in sub. (4), a dissolved limited liability partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3). (2) A dissolved limited liabi…

178.0808 Claims against dissolved limited liability partnership generally. (1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership, whether known or unknown, to present them in accordance with t…

178.0809 Court proceedings. (1) A dissolved limited liability partnership that has published a notice under s. 178.0808 may file an application with the circuit court in the county in this state where the partnership’s principal office is located or, if the principal office is no…

178.0810 Liability of partner and person dissociated as partner when claim against partnership barred. SUBCHAPTER IX LIMITED LIABILITY PARTNERSHIP

178.0901 Statement of qualification. (1) A domestic partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a domestic partnership becomes a limited liability partnership must be approved by the affirmative vote or co…

178.0902 Permitted names. (1) The name of a partnership that is not a limited liability partnership may not contain the phrase “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “RLLP ” or “LLP ” or a variation of these abbreviations…

178.09031 Grounds for revocation. The department may bring a proceeding under s. 178.09032 to administratively revoke the statement of qualification of a limited liability partnership if any of the following occurs: (1) The partnership does not pay, within one year after they are…

178.09032 Procedure for and effect of administrative revocation. (1) If the department determines that one or more grounds exist under s. 178.09031 for revoking a limited liability partnership’s statement of qualification, the department may give the partnership notice of the det…

178.0904 Reinstatement following administrative revocation. (1) A partnership whose statement of qualification is administratively revoked may apply to the department for reinstatement. The application shall include all of the following: (a) The name of the partnership and the ef…

178.0905 Appeal from denial of reinstatement. (1) If the department denies a partnership’s application for reinstatement under s. 178.0904, the department shall serve the partnership with a written notice, addressed to the registered office of the partnership, that explains each …

178.0906 Reservation of name. (1) A person may reserve the exclusive use of a name that complies with s. 178.0902, including a fictitious name for a foreign limited liability partnership whose partnership name is not available, by delivering an application to the department for f…

178.0907 Registration of name. (1) A foreign limited liability partnership not registered to do business in this state under subch. X may register its name, or a fictitious name adopted pursuant to s. 178.1006 (1), if the name is distinguishable on the records of the department f…

178.0908 Registered agent and registered office. (1) Each limited liability partnership and each registered foreign limited liability partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affir…

178.0909 Change of registered agent or registered office by limited liability partnership. SUBCHAPTER X FOREIGN LIMITED LIABILITY PARTNERSHIP

178.0910 Resignation of registered agent. (1) A registered agent may resign as an agent for a limited liability partnership or registered foreign limited liability partnership by delivering to the department for filing a statement of resignation that states all of the following: …

178.0911 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 ad…

178.0912 Service of process, notice, or demand. (1) A limited liability partnership or registered foreign limited liability 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 wri…

178.0913 Annual report for department. (1) A limited liability partnership or registered foreign limited liability 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 partn…

178.1001 Governing law. (1) The governing law of a foreign limited liability partnership governs all of the following: (a) The internal affairs of the partnership. (b) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership. (2)…

178.1002 Registration to do business in this state. (1) A foreign limited liability partnership may not do business in this state until it registers with the department under this chapter. (2) A foreign limited liability partnership doing business in this state may not maintain a…

178.1003 Foreign registration statement. To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following: (1) The name of the partnership an…

178.1004 Amendment of foreign registration statement. A registered foreign limited liability partnership shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following: (1) The name of the partnership and…

178.1005 Activities not constituting doing business. (1) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this subchapter include all of the following: (a) Maintaining, defending, mediating, arbitrating, or settling …

178.1006 Noncomplying name of foreign limited liability partnership. (1) A foreign limited liability partnership whose name does not comply with s. 178.0902 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitiou…

178.1007 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. A registered foreign limited liability partnership that converts to, or merges into, a domestic limited liability partnership or to or into a domestic enti…

178.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

178.1009 Transfer of registration. (1) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this…

178.10101 Grounds for revocation. (1) Except as provided in sub. (2), the department may bring a proceeding under s. 178.10102 to revoke the statement of foreign registration of a foreign limited liability partnership authorized to do business in this state if any of the followin…

178.10102 Procedure for and effect of revocation. (1) If the department determines that one or more grounds exist under s. 178.10101 for revocation of a foreign limited liability partnership’s statement of foreign registration, the department may give the foreign limited liabilit…

178.10103 Appeal from revocation. (1) A foreign limited liability partnership may appeal the department’s revocation of its statement of foreign registration under s. 178.10102 to the circuit court for the county where the foreign limited liability partnership’s principal office …

178.1011 Withdrawal of registration of registered foreign limited liability partnership. SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION SUBCHAPTER I GENERAL PROVISIONS

178.1012 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability partnership from doing business in this state in violation of this subchapter. History: 2015 a. 295. SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOM…

178.1101 Definitions. In this subchapter: (1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interest…

178.1102 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter. (2) A transaction effected under this subchapter may not create or impair a righ…

178.1103 Existing purpose. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for whi…

178.1104 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter. History: 2015 a. 295.

178.1105 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether …

178.1121 Merger authorized. (1) One or more domestic partnerships may merge with or into one or more other constituent entities pursuant to ss. 178.1121 to 178.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constit…