Chapter 179, UNIFORM LIMITED PARTNERSHIP LAW

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 i…

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) …

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 …

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) …

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 …

179.0107 Partnership agreement; effect on 3rd parties and relationship to records effective on behalf of limited partnership. SUBCHAPTER II FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

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 li…

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 p…

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 part…

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 a…

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 …

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…

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 na…

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 th…

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…

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 par…

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 ad…

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…

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 i…

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 …

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)…

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 amendm…

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…

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 …

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 …

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 t…

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 a…

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 fo…

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 ele…

179.0210 Duty of department to file; review of refusal to file; delivery of record by department. SUBCHAPTER III LIMITED PARTNERS

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 p…

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 stre…

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 follo…

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 imp…

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 indirect…

179.0304 Rights to information of limited partner and person dissociated as limited partner. SUBCHAPTER IV GENERAL PARTNERS

179.0305 Limited duties of limited partners. (1) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obliga…

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 …

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. (2) After formation of a limited partnership, a person becomes a general partner in any of the follo…

179.0402 General partner agent of limited partnership. 179.04023 Statement of partnership authority. 179.04025 Statement of denial.

179.04023 Statement of partnership authority. (1) (a) A limited 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. The street address of th…

179.04025 Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following: (1) Provides the name of the limited partnership and the caption of the st…

179.0403 Limited partnership liable for general partner’s actionable conduct. (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting …

179.0404 General partner’s liability. (1) Except as otherwise provided in subs. (2) and (3), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by l…

179.0405 Actions against partnership and partners. (1) To the extent not inconsistent with s. 179.0404, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judg…

179.0406 Management rights of general partner. (1) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partn…

179.0407 Rights to information of general partner and person dissociated as general partner. SUBCHAPTER V CONTRIBUTIONS AND DISTRIBUTIONS SUBCHAPTER VI DISSOCIATION SUBCHAPTER VII TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS SUBCHAPTER VIII DISSOLUTION AND WINDI…