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AB854,124,2422 (g) In the case of a person that is a testamentary or living trust or is acting as
23a limited partner by virtue of being a trustee of such a trust, the trust's entire
24transferable interest in the limited partnership is distributed.
AB854,125,3
1(h) In the case of a person that is an estate or is acting as a limited partner by
2virtue of being a personal representative of an estate, the estate's entire transferable
3interest in the limited partnership is distributed.
AB854,125,54 (i) In the case of a person that is not an individual, the existence of the person
5terminates.
AB854,125,66 (n) The limited partnership dissolves and completes winding up.
AB854,125,8 7179.0602 Effect of dissociation as limited partner. (1) If a person is
8dissociated as a limited partner, all of the following apply:
AB854,125,109 (a) Subject to s. 179.0704, the person does not have further rights as a limited
10partner.
AB854,125,1311 (b) The person's contractual obligation of good faith and fair dealing as a limited
12partner under s. 179.0305 (1) ends with regard to matters arising and events
13occurring after the person's dissociation.
AB854,125,1614 (c) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the
15person in the person's capacity as a limited partner immediately before dissociation
16is owned by the person solely as a transferee.
AB854,125,19 17(2) A person's dissociation as a limited partner does not of itself discharge the
18person from any debt, obligation, or other liability to the limited partnership or the
19other partners which the person incurred while a limited partner.
AB854,125,21 20179.0603 Dissociation as general partner. A person is dissociated as a
21general partner when any of the following applies:
AB854,125,24 22(1) The limited partnership knows or has notice of the person's express will to
23withdraw as a general partner, but, if the person has specified a withdrawal date
24later than the date the partnership knew or had notice, on that later date.
AB854,126,2
1(2) An event stated in the partnership agreement as causing the person's
2dissociation as a general partner occurs.
AB854,126,4 3(3) The person is expelled as a general partner pursuant to the partnership
4agreement.
AB854,126,6 5(4) The person is expelled as a general partner by the affirmative vote or
6consent of all the other partners if any of the following applies:
AB854,126,87 (a) It is unlawful to carry on the limited partnership's activities and affairs with
8the person as a general partner.
AB854,126,119 (b) There has been a transfer of all of the person's transferable interest in the
10partnership, other than a transfer for security purposes or the entry of a charging
11order that is in effect under s. 179.0703 and that has not been foreclosed.
AB854,126,1212 (c) The person is an entity and all of the following apply:
AB854,126,1713 1. The partnership notifies the person that it will be expelled as a general
14partner because the person has filed a statement of dissolution or the equivalent, the
15person has been administratively dissolved, the person's charter or the equivalent
16has been revoked, or the person's right to conduct its activities and affairs has been
17suspended by the jurisdiction of the person's governing law.
AB854,126,2118 2. The statement of dissolution or the equivalent has not been withdrawn,
19rescinded, or revoked, the person has not been reinstated, or the person's charter or
20the equivalent or right to conduct its activities and affairs has not been reinstated,
21within 90 days after the notification under subd. 1.
AB854,126,2322 (d) The person is an unincorporated entity that has been dissolved and whose
23activities and affairs are being wound up.
AB854,127,3
1(5) On application by the limited partnership or a partner in a direct action
2under s. 179.0901, the person is expelled as a general partner by judicial order
3because the person has done any of the following:
AB854,127,64 (a) Engaged, or is engaging, in wrongful conduct that has affected adversely
5and materially, or will affect adversely and materially, the partnership's activities
6and affairs.
AB854,127,97 (b) Committed willfully or persistently, or is committing willfully or
8persistently, a material breach of the partnership agreement or a duty or obligation
9under s. 179.0409.
AB854,127,1210 (c) Engaged, or is engaging, in conduct relating to the partnership's activities
11and affairs which makes it not reasonably practicable to carry on the activities and
12affairs of the limited partnership with the person as a general partner.
AB854,127,13 13(6) In the case of an individual, any of the following applies:
AB854,127,1414 (a) The individual dies.
AB854,127,1515 (b) A guardian or general conservator for the individual is appointed.
AB854,127,1816 (c) A court orders that the individual has otherwise become incapable of
17performing the individual's duties as a general partner under this chapter or the
18partnership agreement.
AB854,127,19 19(7) Any of the following applies to the person:
AB854,127,2020 (a) The person becomes a debtor in bankruptcy.
AB854,127,2121 (b) The person signs an assignment for the benefit of creditors.
AB854,127,2322 (c) The person seeks, consents to, or acquiesces in the appointment of a trustee,
23receiver, or liquidator of the person or of all or substantially all the person's property.
AB854,128,3
1(8) In the case of a person that is a testamentary or living trust or is acting as
2a general partner by virtue of being a trustee of such a trust, the trust's entire
3transferable interest in the limited partnership is distributed.
AB854,128,6 4(9) In the case of a person that is an estate or is acting as a general partner by
5virtue of being a personal representative of an estate, the estate's entire transferable
6interest in the limited partnership is distributed.
AB854,128,8 7(10) In the case of a person that is not an individual, the existence of the person
8terminates.
AB854,128,9 9(15) The limited partnership dissolves and completes winding up.
AB854,128,13 10179.0604 Power to dissociate as general partner; wrongful
11dissociation. (1)
A person has the power to dissociate as a general partner at any
12time, rightfully or wrongfully, by withdrawing as a general partner by express will
13under s. 179.0603 (1).
AB854,128,15 14(2) A person's dissociation as a general partner is wrongful only if any of the
15following applies:
AB854,128,1716 (a) The dissociation is in breach of an express provision of the partnership
17agreement.
AB854,128,1918 (b) The dissociation occurs before the completion of the winding up of the
19limited partnership and any of the following applies:
AB854,128,2020 1. The person withdraws as a general partner by express will.
AB854,128,2221 2. The person is expelled as a general partner by judicial order under s.
22179.0603 (5).
AB854,128,2323 3. The person is dissociated as a general partner under s. 179.0603 (7).
AB854,129,3
14. In the case of a person that is not a trust other than a business trust, an
2estate, or an individual, the person is expelled or otherwise dissociated as a general
3partner because it willfully dissolved or terminated.
AB854,129,7 4(3) A person that wrongfully dissociates as a general partner is liable to the
5limited partnership and, subject to s. 179.0901, to the other partners for damages
6caused by the dissociation. The liability is in addition to any debt, obligation, or other
7liability of the general partner to the partnership or the other partners.
AB854,129,9 8179.0605 Effect of dissociation as general partner. (1) If a person is
9dissociated as a general partner, all of the following apply:
AB854,129,1110 (a) The person's right to participate as a general partner in the management
11and conduct of the limited partnership's activities and affairs terminates.
AB854,129,1412 (b) The person's duties and obligations as a general partner under s. 179.0409
13end with regard to matters arising and events occurring after the person's
14dissociation.
AB854,129,1815 (c) 1. The person may sign and deliver to the department for filing a statement
16of dissociation pertaining to the person and, at the request of the limited partnership,
17shall sign an amendment to the certificate of limited partnership which states that
18the person has dissociated as a general partner.
AB854,129,2019 2. The statement of dissociation or amendment under subd. 1. is a limitation
20on the authority of a person dissociated as a partner for the purposes of s. 179.04023.
AB854,129,2321 (d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the
22person in the person's capacity as a general partner immediately before dissociation
23is owned by the person solely as a transferee.
AB854,130,3
1(2) A person's dissociation as a general partner does not of itself discharge the
2person from any debt, obligation, or other liability to the limited partnership or the
3other partners which the person incurred while a general partner.
AB854,130,8 4(3m) Continued use of a limited partnership name, or the name of a person
5dissociated as a partner as part of the partnership name, by partners continuing the
6partnership's activities and affairs does not of itself make the person dissociated as
7a partner liable for an obligation of the partners or the partnership continuing the
8partnership's activities and affairs.
AB854,130,13 9179.0606 Power to bind and liability of person dissociated as general
10partner. (1)
After a person is dissociated as a general partner and before the limited
11partnership is merged out of existence or converted under subch. XI, or dissolved, the
12partnership is bound by an act of the person with respect to a transaction with
13another party only if all of the following apply:
AB854,130,1514 (a) The act would have bound the partnership under s. 179.0402 before
15dissociation.
AB854,130,1716 (b) At the time the other party enters into the transaction, less than 2 years has
17passed since the dissociation.
AB854,130,2018 (c) At the time the other party enters into the transaction, the other party does
19not know or have notice of the dissociation and reasonably believes that the person
20is a general partner.
AB854,130,23 21(2) If a limited partnership is bound under sub. (1), the person dissociated as
22a general partner which caused the partnership to be bound is liable to all of the
23following:
AB854,130,2524 (a) The partnership, for any damage caused to the partnership arising from the
25obligation incurred under sub. (1).
AB854,131,3
1(b) If a general partner or another person dissociated as a general partner is
2liable for the obligation, the general partner or other person, for any damage caused
3to the general partner or other person arising from the liability.
AB854,131,9 4179.0607 Liability of person dissociated as general partner to other
5persons. (1)
A person's dissociation as a general partner does not of itself discharge
6the person's liability as a general partner for a debt, obligation, or other liability of
7the limited partnership incurred before dissociation. Except as otherwise provided
8in subs. (2) and (3), the person is not liable for a partnership obligation incurred after
9dissociation.
AB854,131,13 10(2) A person whose dissociation as a general partner results in a dissolution
11and winding up of the limited partnership's activities and affairs is liable on an
12obligation incurred by the partnership under s. 179.0804 to the same extent as a
13general partner under s. 179.0404.
AB854,131,17 14(3) A person that is dissociated as a general partner without the dissociation
15resulting in a dissolution and winding up of the limited partnership's activities and
16affairs is liable to a party on a transaction entered into by the partnership after the
17dissociation only if all of the following apply:
AB854,131,1818 (a) A general partner would be liable on the transaction.
AB854,131,2019 (b) At the time the other party enters into the transaction, less than 2 years has
20passed since the dissociation.
AB854,131,2321 (c) At the time the other party enters into the transaction, the other party does
22not have knowledge or notice of the dissociation and reasonably believes that the
23person is a general partner.
AB854,132,3
1(4) By agreement with a creditor of a limited partnership and the partnership,
2a person dissociated as a general partner may be released from liability for a debt,
3obligation, or other liability of the partnership to the creditor.
AB854,132,8 4(5) A person dissociated as a general partner is released from liability for a
5debt, obligation, or other liability of the limited partnership if the partnership's
6creditor, with knowledge or notice of the person's dissociation as a general partner
7but without the person's consent, agrees to a material alteration in the nature or time
8of payment of the debt, obligation, or other liability.
AB854,132,99 subchapter VII
AB854,132,12 10TRANSFERABLE INTERESTS AND
11 RIGHTS OF TRANSFEREES
12 AND CREDITORS
AB854,132,14 13179.0701 Nature of transferable interest. A transferable interest is
14personal property.
AB854,132,16 15179.0702 Transfer of transferable interest. (1) All of the following apply
16to a transfer, in whole or in part, of a transferable interest:
AB854,132,1717 (a) It is permissible.
AB854,132,1918 (b) It does not by itself cause a partner's dissociation or a dissolution and
19winding up of the limited partnership's activities and affairs.
AB854,132,2120 (c) Subject to s. 179.0704, it does not entitle the transferee to do any of the
21following:
AB854,132,2322 1. Participate in the management or conduct of the partnership's activities and
23affairs.
AB854,132,2524 2. Except as otherwise provided in sub. (3), have access to required information,
25records, or other information concerning the partnership's activities and affairs.
AB854,133,2
1(2) A transferee has the right to receive, in accordance with the transfer,
2distributions to which the transferor would otherwise be entitled.
AB854,133,5 3(3) In a dissolution and winding up of a limited partnership, a transferee is
4entitled to an account of the partnership's transactions only from the date of
5dissolution.
AB854,133,8 6(4) A transferable interest may be evidenced by a certificate of the interest
7issued by a limited partnership in a record, and, subject to this section, the interest
8represented by the certificate may be transferred by a transfer of the certificate.
AB854,133,10 9(5) A limited partnership need not give effect to a transferee's rights under this
10section until the partnership knows or has notice of the transfer.
AB854,133,13 11(6) A transfer of a transferable interest in violation of a valid restriction on
12transfer contained in the partnership agreement is ineffective if the intended
13transferee has knowledge or notice of the restriction at the time of transfer.
AB854,133,17 14(7) Except as otherwise provided in ss. 179.0601 (2) (d) 2. and 179.0603 (4) (b),
15if a general or limited partner transfers a transferable interest, the transferor
16retains the rights of a general or limited partner other than the transferable interest
17transferred and retains all the duties and obligations of a general or limited partner.
AB854,133,21 18(8) If a general or limited partner transfers a transferable interest to a person
19that becomes a general or limited partner with respect to the transferred interest,
20the transferee is liable for the transferor's obligations under ss. 179.0502 and
21179.0505 known to the transferee when the transferee becomes a partner.
AB854,134,2 22179.0703 Charging order. (1) On application by a judgment creditor of a
23partner or transferee, a court may enter a charging order against the transferable
24interest of the judgment debtor for the unsatisfied amount of the judgment. A
25charging order constitutes a lien on a judgment debtor's transferable interest and

1requires the limited partnership to pay over to the person to which the charging order
2was issued any distribution that otherwise would be paid to the judgment debtor.
AB854,134,4 3(2) To the extent necessary to effectuate the collection of distributions pursuant
4to a charging order in effect under sub. (1), the court may do any of the following:
AB854,134,65 (a) Appoint a receiver of the distributions subject to the charging order, with
6the power to make all inquiries the judgment debtor might have made.
AB854,134,77 (b) Make all other orders necessary to give effect to the charging order.
AB854,134,12 8(3) Upon a showing that distributions under a charging order will not pay the
9judgment debt within a reasonable time, the court may foreclose the lien and order
10the sale of the transferable interest. The purchaser at the foreclosure sale obtains
11only the transferable interest, does not thereby become a partner, and is subject to
12s. 179.0702.
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