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AB854,95,11 9179.0209 Correcting filed record. (1) A person on whose behalf a filed
10record was delivered to the department for filing may correct the record if any of the
11following applies:
AB854,95,1212 (a) The record at the time of filing was inaccurate.
AB854,95,1313 (b) The record was defectively signed.
AB854,95,1414 (c) The electronic transmission of the record to the department was defective.
AB854,95,16 15(2) To correct a filed record, a person on whose behalf the record was delivered
16to the department must deliver to the department for filing a statement of correction.
AB854,95,17 17(3) (a) A statement of correction may not state a delayed effective date.
AB854,95,1818 (b) A statement of correction must satisfy all of the following:
AB854,95,1919 1. It must be signed by the person correcting the filed record.
AB854,95,2020 2. It must identify the filed record to be corrected.
AB854,95,2121 3. It must specify the inaccuracy or defect to be corrected.
AB854,95,2222 4. It must correct the inaccuracy or defect.
AB854,96,2 23(4) A statement of correction is effective as of the effective date of the filed
24record that it corrects except for purposes of s. 179.0103 (4) and as to persons relying

1on the uncorrected filed record and adversely affected by the correction. For those
2purposes and as to those persons, the statement of correction is effective when filed.
AB854,96,6 3179.0210 Duty of department to file; review of refusal to file; delivery
4of record by department. (1)
The department shall file a record delivered to the
5department for filing which satisfies this chapter. The duty of the department under
6this section is ministerial.
AB854,96,11 7(2) When the department files a record, the department shall record it as filed
8on the date of its delivery. After filing a record, the department shall deliver to the
9person that submitted the record a copy of the record with an acknowledgment of the
10date of filing and, in the case of a statement of denial, also to the limited partnership
11to which the statement pertains.
AB854,96,13 12(3) If the department refuses to file a record, the department shall, not later
13than 5 business days after the record is delivered, do all of the following:
AB854,96,1514 (a) Return the record or notify the person that submitted the record of the
15refusal.
AB854,96,1616 (b) Provide a brief explanation in a record of the reason for the refusal.
AB854,96,20 17(4) If the department refuses to file a record, the person that submitted the
18record may petition the circuit court to compel filing of the record. The record and
19the explanation of the department of the refusal to file must be attached to the
20petition. The court may decide the matter in a summary proceeding.
AB854,96,22 21(5) The filing of or refusal to file a record does not create a presumption of any
22of the following:
AB854,96,2323 (a) That the record does or does not conform to the requirements of this chapter.
AB854,96,2424 (b) That the information contained in the record is correct or incorrect.
AB854,97,3
1(6) Except as otherwise provided by s. 179.0121 or by law other than this
2chapter, the department may deliver any record to a person by delivering it in any
3of the following ways:
AB854,97,44 (a) In person to the person that submitted it.
AB854,97,55 (b) To the address of the person's registered agent.
AB854,97,66 (c) To the principal office of the person.
AB854,97,77 (d) To another address the person provides to the department for delivery.
AB854,97,10 8179.0211 Certificate of status. (1) Any person may obtain from the
9department, upon request, a certificate of status for a limited partnership or
10registered foreign limited partnership.
AB854,97,11 11(2) A certificate of status shall include all of the following information:
AB854,97,1312 (a) The domestic partnership's partnership name or the foreign partnership's
13partnership name and fictitious name, if any, used in this state.
AB854,97,1414 (b) Whether each of the following is true:
AB854,97,1715 1. The domestic partnership is a limited partnership whose governing law is
16the law of this state, or the foreign limited partnership is authorized to transact
17business in this state.
AB854,97,2018 2. The domestic partnership or the foreign partnership has, during its most
19recently completed report year, filed with the department an annual report required
20by s. 179.0212.
AB854,97,2221 3. The domestic partnership has not filed a statement of dissolution or
22statement of termination.
AB854,97,2523 4. The foreign partnership has not filed a statement of withdrawal of its foreign
24registration under s. 179.1011 and, if not, the effective date of its registration
25statement.
AB854,98,2
1(c) The domestic partnership's effective date of its certificate of limited
2partnership and the period of its duration if less than perpetual.
AB854,98,4 3(3) The certificate of status may include other facts of record in the department
4that are requested.
AB854,98,8 5(4) Subject to any qualification stated in a certificate of status issued by the
6department, the certificate is conclusive evidence that the limited partnership or the
7foreign limited partnership is in existence or is authorized to transact business in
8this state.
AB854,98,11 9(5) Upon request, by telephone or otherwise, the department shall confirm by
10telephone any of the information required in a certificate of status under sub. (2) and
11may confirm any other information permitted under sub. (3).
AB854,98,14 12179.0212 Annual report for department. (1) A limited partnership or
13registered foreign limited partnership shall deliver to the department for filing an
14annual report that states all of the following:
AB854,98,1515 (a) The name of the partnership or registered foreign partnership.
AB854,98,1716 (b) The street address of its registered office in this state and the name and
17e-mail address of its registered agent at that office.
AB854,98,1818 (c) The street address of its principal office.
AB854,98,1919 (d) The name of at least one general partner.
AB854,98,2120 (e) In the case of a foreign partnership, the jurisdiction of its governing law and
21any fictitious name adopted under s. 179.1006 (1).
AB854,98,23 22(2) Information in the annual report must be current as of the date the report
23is signed by the limited partnership or registered foreign limited partnership.
AB854,99,2 24(3) (a) A domestic limited partnership shall deliver its annual report to the
25department in each year following the calendar year in which the domestic limited

1partnership's certificate of limited partnership became effective, during the calendar
2year quarter in which the anniversary date of the certificate effective date occurs.
AB854,99,53 (b) A registered foreign limited partnership shall deliver its annual report to
4the department during the first calendar quarter of each year following the calendar
5year in which the foreign limited partnership registered to do business in this state.
AB854,99,11 6(4) If an annual report does not contain the information required by this
7section, the department promptly shall notify the reporting limited partnership or
8registered foreign limited partnership in a record and return the report to it for
9correction. If the annual report is corrected to contain the information required by
10this section and delivered to the department within 30 days after the effective date
11of the notice under s. 179.0103 (7m), the annual report is timely filed.
AB854,99,15 12(5) If an annual report contains a registered office or registered agent which
13differs from the information shown in the records of the department immediately
14before the report becomes effective, the differing information is considered a
15statement of change under s. 179.0118.
AB854,99,1616 subchapter III
AB854,99,1717 LIMITED PARTNERS
AB854,99,20 18179.0301 Becoming limited partner. (1) Upon formation of a limited
19partnership, a person becomes a limited partner as agreed among the persons that
20are to be the initial partners.
AB854,99,22 21(2) After formation of a limited partnership, a person becomes a limited partner
22in any of the following ways:
AB854,99,2323 (a) As provided in the partnership agreement.
AB854,99,2424 (b) As the result of a transaction effective under subch. XI.
AB854,99,2525 (c) With the affirmative vote or consent of all the partners.
AB854,100,1
1(d) As provided in s. 179.0801 (1) (d) or (e).
AB854,100,2 2(3) A person may become a limited partner without doing any of the following:
AB854,100,33 (a) Acquiring a transferable interest.
AB854,100,54 (b) Making or being obligated to make a contribution to the limited
5partnership.
AB854,100,8 6179.0302 No agency power of limited partner as limited partner. (1)
7A limited partner is not an agent of a limited partnership solely by reason of being
8a limited partner.
AB854,100,11 9(2) A person's status as a limited partner does not prevent or restrict law other
10than this chapter from imposing liability on a limited partnership because of the
11person's conduct.
AB854,100,19 12179.0303 No liability as limited partner for limited partnership
13obligations.
(1) A debt, obligation, or other liability of a limited partnership is not
14the debt, obligation, or other liability of a limited partner. A limited partner is not
15personally liable, directly or indirectly, by way of contribution or otherwise, for a
16debt, obligation, or other liability of the partnership solely by reason of being or
17acting as a limited partner, even if the limited partner participates in the
18management and control of the limited partnership. This subsection applies
19regardless of the dissolution of the partnership.
AB854,100,23 20(2) The failure of a limited partnership to observe formalities relating to the
21exercise of its powers or management of its activities and affairs is not a ground for
22imposing liability on a limited partner for a debt, obligation, or other liability of the
23partnership.
AB854,101,4 24179.0304 Rights to information of limited partner and person
25dissociated as limited partner.
(1) On 10 days' demand made in a record received

1by the limited partnership, a limited partner may inspect and copy required
2information during regular business hours in the limited partnership's principal
3office. The limited partner need not have any particular purpose for seeking the
4information.
AB854,101,8 5(2) During regular business hours and at a reasonable location specified by the
6limited partnership, a limited partner may inspect and copy information regarding
7the activities and affairs, financial condition, and other circumstances of the limited
8partnership as is just and reasonable if all of the following apply:
AB854,101,109 (a) The limited partner seeks the information for a purpose reasonably related
10to the partner's interest as a limited partner.
AB854,101,1311 (b) The limited partner makes a demand in a record received by the limited
12partnership, describing with reasonable particularity the information sought and
13the purpose for seeking the information.
AB854,101,1514 (c) The information sought is directly connected to the limited partner's
15purpose.
AB854,101,18 16(3) Not later than 10 days after receiving a demand pursuant to sub. (2), the
17limited partnership shall inform, in a record, the limited partner that made the
18demand of all of the following:
AB854,101,2019 (a) What information the partnership will provide in response to the demand
20and when and where the partnership will provide the information.
AB854,101,2221 (b) The partnership's reasons for declining, if the partnership declines to
22provide any demanded information.
AB854,102,2 23(4) Whenever this chapter or a partnership agreement provides for a limited
24partner to vote on or give or withhold consent to a matter, before the vote is cast or
25consent is given or withheld, the limited partnership shall, without demand, provide

1the limited partner with all information that is known to the partnership and that
2is material to the limited partner's decision.
AB854,102,5 3(5) On 10 days' demand made in a record received by a limited partnership, a
4person dissociated as a limited partner may have access to information to which the
5person was entitled while a limited partner if all of the following apply:
AB854,102,76 (a) The information pertains to the period during which the person was a
7limited partner.
AB854,102,88 (b) The person seeks the information in good faith.
AB854,102,109 (c) The person satisfies the requirements imposed on a limited partner by sub.
10(2).
AB854,102,12 11(6) A limited partnership shall respond to a demand made pursuant to sub. (5)
12in the manner provided in sub. (3).
AB854,102,14 13(7) A limited partnership may charge a person that makes a demand under this
14section reasonable costs of copying, limited to the costs of labor and material.
AB854,102,19 15(8) A limited partner or person dissociated as a limited partner may exercise
16the rights under this section through an agent or, in the case of an individual under
17legal disability, a legal representative. Any restriction or condition imposed by the
18partnership agreement or under sub. (10) applies both to the agent or legal
19representative and to the limited partner or person dissociated as a limited partner.
AB854,102,21 20(9) Subject to s. 179.0704, the rights under this section do not extend to a person
21as transferee.
AB854,103,3 22(10) In addition to any restriction or condition stated in its partnership
23agreement, a limited partnership, as a matter within the ordinary course of its
24activities and affairs, may impose reasonable restrictions and conditions on access
25to and use of information to be furnished under this section, including designating

1information confidential and imposing nondisclosure and safeguarding obligations
2on the recipient. In a dispute concerning the reasonableness of a restriction under
3this subsection, the partnership has the burden of proving reasonableness.
AB854,103,7 4179.0305 Limited duties of limited partners. (1) A limited partner shall
5discharge any duties to the partnership and the other partners under the
6partnership agreement and exercise any rights under this chapter or the partnership
7agreement consistently with the contractual obligation of good faith and fair dealing.
AB854,103,10 8(2) Except as otherwise provided in sub. (1), a limited partner does not have
9any duty to the limited partnership or to any other partner solely by reason of acting
10as a limited partner.
AB854,103,13 11(3) If a limited partner enters into a transaction with the limited partnership,
12the limited partner's rights and obligations arising from the transaction are the same
13as those of a person that is not a partner.
AB854,104,2 14(4m) Unless otherwise provided in the partnership agreement, any action that
15is to be voted on or consented to by some or all of the limited partners may be taken
16without a meeting of the limited partners entitled to vote or consent if all of such
17partners consent to the action. The consent shall be evidenced by one or more written
18consents describing the action, signed by each of such partners, and delivered to the
19partnership for inclusion in the partnership records. Unless otherwise provided in
20the partnership agreement, if a person, whether or not then a limited partner, so
21consenting directs, whether through instruction to an agent or otherwise, that such
22consent will be effective at a future time, including a time determined upon the
23happening of an event, then the person shall be deemed to have consented as a
24partner at this future time so long as the person is then a limited partner and did not

1revoke the consent prior to that time. Any such consent shall be revocable prior to
2its becoming effective, unless the written consent provides otherwise.
AB854,104,9 3179.0306 Person erroneously believing self to be limited partner. (1)
4Except as otherwise provided in sub. (2), a person that makes an investment in a
5business enterprise and erroneously but in good faith believes that the person has
6become a limited partner in the enterprise is not liable for the enterprise's obligations
7by reason of making the investment, receiving distributions from the enterprise, or
8exercising any rights of or appropriate to a limited partner, if, on ascertaining the
9mistake, the person does any of the following:
AB854,104,1110 (a) Causes an appropriate certificate of limited partnership, amendment, or
11statement of correction to be signed and delivered to the department for filing.
AB854,104,1412 (b) Withdraws from future participation as an owner in the enterprise by
13signing and delivering to the department for filing a statement of negation under this
14section.
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