Chapter 179, UNIFORM LIMITED PARTNERSHIP LAW

179.0408 Reimbursement; indemnification; advancement; and insurance. (1) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner comp…

179.0409 Standards of conduct for general partners. (1) A general partner owes to the limited partnership and, subject to s. 179.0901, the other partners the duties of loyalty and care stated in subs. (2) and (3). (2) The fiduciary duty of loyalty of a general partner includes al…

179.0501 Form of contribution. A contribution may consist of money or other property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer money or property to, perform services for, or provide another benefit t…

179.0502 Liability for contribution. (1) A person’s obligation to make a contribution to a limited partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contrib…

179.0503 Sharing of and right to distributions before dissolution. (1) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partners…

179.0504 Limitations on distributions. (1) A limited partnership may not make a distribution, including a distribution under s. 179.0810, if after the distribution any of the following applies: (a) The partnership would not be able to pay its debts as they become due in the ordin…

179.0505 Liability for improper distributions. (1) If a general partner consents to a distribution made in violation of s. 179.0504 and in consenting to the distribution fails to comply with s. 179.0409, the general partner is personally liable to the limited partnership for the …

179.0601 Dissociation as limited partner. (1) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (2) A person is dissociated as a limited partner when any of the following applies: (a) The limited …

179.0602 Effect of dissociation as limited partner. (1) If a person is dissociated as a limited partner, all of the following apply: (a) Subject to s. 179.0704, the person does not have further rights as a limited partner. (b) The person’s contractual obligation of good faith and…

179.0603 Dissociation as general partner. A person is dissociated as a general partner when any of the following applies: (1) The limited partnership knows or has notice of the person’s express will to withdraw as a general partner, but, if the person has specified a withdrawal d…

179.0604 Power to dissociate as general partner; wrongful dissociation. (1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under s. 179.0603 (1). (2) A person’s dissociation as a…

179.0605 Effect of dissociation as general partner. (1) If a person is dissociated as a general partner, all of the following apply: (a) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs termin…

179.0606 Power to bind and liability of person dissociated as general partner. (1) After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under subch. XI, or dissolved, the partnership is bound by an act of th…

179.0607 Liability of person dissociated as general partner to other persons. (1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred b…

179.0701 Nature of transferable interest. A transferable interest is personal property. History: 2021 a. 258.

179.0702 Transfer of transferable interest. (1) All of the following apply to a transfer, in whole or in part, of a transferable interest: (a) It is permissible. (b) It does not by itself cause a partner’s dissociation or a dissolution and winding up of the limited partnership’s …

179.0703 Charging order. (1) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment…

179.0704 Power of legal representative of deceased partner. If a partner dies, the deceased partner’s legal representative may exercise any of the following: (1) The rights of a transferee provided in s. 179.0702 (3). (2) For purposes of settling the estate, the rights of a curre…

179.0801 Events causing dissolution. (1) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (a) An event or circumstance that the partnership agreement states causes dissolution. (b) The affirmative vo…

179.0802 Winding up. (1) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in s. 179.0803, the partnership continues after dissolution only for the purpose of winding up. (2) (a) In winding up its activities and affairs, a …

179.0803 Rescinding dissolution. (1) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the circuit court has entered an order under s. 179.0801 (1) (f) dissolving the partnership, or the depart…

179.0804 Power to bind partnership after dissolution. (1) A limited partnership is bound by a general partner’s act with respect to a transaction with another party after dissolution if any of the following applies: (a) The act is appropriate for winding up the partnership’s acti…

179.0805 Liability after dissolution of general partner and person dissociated as general partner.

179.0806 Known claims against dissolved limited partnership. (1) Except as otherwise provided in sub. (4), a dissolved limited partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3). (2) A dissolved limited partnership may in a reco…

179.0807 Claims against dissolved limited partnership generally. (1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims, whether known or unknown, against the partnership to present them in accordance with the notice. (2) A not…

179.0808 Court proceedings. (1) A dissolved limited partnership that has published a notice under s. 179.0807 may file an application with the circuit court in the county in this state where the partnership’s principal office is located or, if the principal office is not located …

179.0809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. SUBCHAPTER IX ACTIONS BY PARTNERS SUBCHAPTER X FOREIGN LIMITED PARTNERSHIPS

179.0810 Disposition of assets in winding up; when contributions required. 179.0810(1)(1) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to cr…

179.0811 Administrative dissolution. (1) The department may commence a proceeding under sub. (2) to dissolve a limited partnership administratively if any of the following applies: (a) The partnership does not pay, within one year after they are due, any fees or penalties require…

179.0812 Reinstatement. (1) A limited partnership that is administratively dissolved under s. 179.0811 may apply to the department for reinstatement. The application shall include all of the following: (a) The name of the partnership and the effective date of its administrative d…

179.0813 Appeal from denial of reinstatement. (1) If the department denies a limited partnership’s application for reinstatement under s. 179.0812, the department shall serve the partnership with a written notice, addressed to the registered agent of the partnership, that explain…

179.0901 Direct action by partner. (1) Subject to sub. (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and protect the par…

179.0902 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if any of the following applies: (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action …

179.0903 Proper plaintiff. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and to which any of the following applies: (1) The person was a partner when the conduct giving rise…

179.0904 Pleading. In a derivative action under s. 179.0902, the complaint must state with particularity one of the following: (1) The date and content of plaintiff’s demand and the response to the demand by the general partners. (2) Why demand should be excused as futile. Histor…

179.0905 Special litigation committee. (1) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is…

179.0906 Proceeds and expenses. (1) (a) Except as otherwise provided in sub. (2), any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff. (b) Except as otherwise provided in…

179.1001 Governing law. (1) The governing law of a foreign limited partnership governs all of the following: (a) The internal affairs of the partnership. (b) The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership. (2) A foreign…

179.1002 Registration to do business in this state. (1) A foreign limited partnership may not do business in this state until it registers with the department under this chapter. (2) A foreign limited partnership doing business in this state may not maintain an action or proceedi…

179.1003 Foreign registration statement. To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following: (1) The name of the partnership and, if the …

179.1004 Amendment of foreign registration statement. A registered foreign limited partnership shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following: (1) The name of the partnership and, if the n…

179.1005 Activities not constituting doing business. (1) Activities of a foreign limited partnership which do not constitute doing business in this state under this subchapter include all of the following: (a) Maintaining, defending, mediating, arbitrating, or settling an action …

179.1006 Noncomplying name of foreign limited partnership. (1) A foreign limited partnership whose name does not comply with s. 179.0114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies…

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. SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION SUBCHAPTER I GENERAL PROVISIONS

179.10101 Grounds for termination. (1) The department may terminate the registration of a registered foreign limited partnership in the manner provided in s. 179.10102 if any of the following applies: (a) The foreign limited partnership fails to file its annual report with the de…

179.10102 Procedure for and effect of termination. (1) If the department determines that one or more grounds exist under s. 179.10101 for termination of a foreign limited partnership’s registration, the department may give the foreign limited partnership notice of the determinati…

179.10103 Appeal from termination. (1) A foreign limited partnership may appeal the department’s termination of its registration under s. 179.10102 to the circuit court for the county where the foreign limited partnership’s principal office or, if none in this state, the office o…

179.1011 Withdrawal of registration of registered foreign limited partnership. (1) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the follow…