AB854: Bill Text

AB854,57,2 178.1161 (1) (intro.) Except as provided in sub. (2), This section shall apply with respect to a partner in connection with a merger, interest exchange, conversion, or domestication transaction of a domestic partnership may not if the partner does not vote for or consent to the transaction and the transaction would do any of the following with respect to a the partner:

AB854,138 Section 138 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated, renumbered 178.1161 (2) and amended to read:

AB854,57,18 178.1161 (2) Subsection (1) shall not apply If this section applies with respect to a partner if any of the following is applicable: (b) The in connection with a transaction, the partnership offers to have must offer to purchase the partner's interest in the partnership purchased, prior to the merger, interest exchange, conversion, or domestication, in the manner provided in s. 178.0701 for a partner who has not wrongfully dissociated, without taking into account any modification of this provision under the partnership agreement as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis to challenge, the effectiveness of the transaction, and the partner's sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce such partner's rights under this section. In order to accept the partnership's offer, a partner must notify the partnership within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction.

AB854,139 Section 139 . 178.1161 (2) (a) of the statutes is repealed.

AB854,140 Section 140 . 178.1161 (3), (4) and (5) of the statutes are created to read:

AB854,58,2 178.1161 (3) (a) The purchase price of the interest of the partner pursuant to this section is the amount that would be distributable to the partner if, on the date of the transaction, the assets of the partnership were sold and the partnership were wound up, with the sale price equal to the greater of the partnership's liquidation value or the value based on a sale of the entire business as a going concern without the partner.

AB854,58,6 (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the partnership, some or all amounts owing, whether or not presently due, from the partner to the partnership may be offset against the purchase price.

AB854,58,10 (c) The partnership shall defend, indemnify, and hold the partner harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the partner.

AB854,58,15 (d) If no agreement for the purchase of the interest of the partner pursuant to this section is reached within 120 days of the date of the transaction, the partnership, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the partner the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b).

AB854,58,17 (e) The payment required by par. (d) must be accompanied by all of the following:

AB854,58,19 1. A statement of partnership assets and liabilities as of the date of the transaction.

AB854,58,20 2. The latest available partnership balance sheet and income statement, if any.

AB854,58,21 3. An explanation of how the estimated amount of the payment was calculated.

AB854,58,25 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the partner commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase.

AB854,59,13 (4) The partner may maintain an action against the partnership, pursuant to s. 178.0307, to determine the purchase price of the partner's interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase price of the partner's interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to make an offer or payment or to comply with sub. (3).

AB854,59,15 (5) A partner does not give the consent required by sub. (1) merely by consenting to a provision of the written partnership agreement.

AB854,141 Section 141 . Chapter 179 of the statutes is repealed and recreated to read:

AB854,59,17 CHAPTER 179

AB854,59,18 UNIFORM LIMITED PARTNERSHIP law

AB854,59,19 subchapter I

AB854,59,20 general provisions

AB854,59,22 179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Limited Partnership Law."

AB854,59,23 179.0102 Definitions. In this chapter:

AB854,59,24 (1g) “Business" includes every trade, occupation, and profession.

AB854,60,2 (1m) “Certificate of limited partnership" means the certificate required by s. 179.0201. The term includes the certificate as amended or restated.

AB854,60,5 (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.

AB854,60,7 (3) “Debtor in bankruptcy" means a person that is the subject of any of the following:

AB854,60,9 (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

AB854,60,11 (b) A comparable order under federal, state, or foreign law governing insolvency.

AB854,60,12 (3m) “Department" means the department of financial institutions.

AB854,60,16 (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:

AB854,60,18 1. A redemption or other purchase by a limited partnership of a transferable interest.

AB854,60,22 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.

AB854,61,2 (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.

AB854,61,4 (4c) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.

AB854,61,6 (4j) “Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB854,61,7 (4p) “Entity" means a person other than an individual.

AB854,61,9 (4t) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.

AB854,61,13 (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 foreign limited partnership under a provision similar to s. 179.0404 (3).

AB854,61,16 (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.

AB854,61,18 (6m) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

AB854,61,19 (7) “General partner" means a person that satisfies all of the following:

AB854,61,22 (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.

AB854,61,23 (b) The person has not dissociated as a general partner under s. 179.0603.

AB854,62,3 (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.

AB854,62,5 (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.

AB854,62,7 (8m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

AB854,62,11 (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.

AB854,62,12 (11) “Limited partner" means a person that satisfies all of the following:

AB854,62,15 (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.

AB854,62,16 (b) The person has not dissociated under s. 179.0601.

AB854,62,20 (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.

AB854,62,21 (13) “Partner" means a limited partner or general partner.

AB854,63,2 (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.

AB854,63,8 (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.

AB854,63,11 (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.

AB854,63,13 (17) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

AB854,63,16 (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.

AB854,63,19 (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.

AB854,63,22 (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.

AB854,63,24 (21) “Required information" means the information that a limited partnership is required to maintain under s. 179.0108.

AB854,64,2 (22) “Sign" means, with present intent to authenticate or adopt a record, any of the following:

AB854,64,3 (a) To execute or adopt a tangible symbol.

AB854,64,5 (b) To attach to or logically associate with the record an electronic symbol, sound, or process.

AB854,64,8 (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.

AB854,64,9 (24) “Transfer" includes all of the following:

AB854,64,10 (a) An assignment.

AB854,64,11 (b) A conveyance.

AB854,64,12 (c) A sale.

AB854,64,13 (d) A lease.

AB854,64,14 (e) An encumbrance, including a mortgage or security interest.

AB854,64,15 (f) A gift.

AB854,64,16 (g) A transfer by operation of law.

AB854,64,21 (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.

AB854,64,25 (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).

AB854,65,2 179.0103 Knowledge; notice. (1) A person knows a fact if any of the following applies:

AB854,65,3 (a) The person has actual knowledge of the fact.

AB854,65,4 (b) The person is deemed to know the fact under law other than this chapter.

AB854,65,5 (c) The person is deemed to know the fact under sub. (4) (cr).

AB854,65,6 (2) A person has notice of a fact if any of the following applies:

AB854,65,8 (a) The person has reason to know the fact from all the facts known to the person at the time in question.

AB854,65,9 (b) The person is deemed to have notice of the fact under sub. (3) or (4).

AB854,65,13 (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.

AB854,65,18 (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.

AB854,65,20 (b) A person not a partner is deemed to have notice of all of the following as follows:

AB854,65,23 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.

AB854,65,25 2. A limited partnership's termination 90 days after a statement of termination under s. 179.0802 (2) (b) 6. becomes effective.

AB854,66,3 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.

AB854,66,5 (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).