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AB854,134,20 17(5) At any time before foreclosure under sub. (3), a limited partnership or one
18or more partners whose transferable interests are not subject to the charging order
19may pay to the judgment creditor the full amount due under the judgment and
20thereby succeed to the rights of the judgment creditor, including the charging order.
AB854,134,22 21(6) This chapter does not deprive any partner or transferee of the benefit of any
22exemption law applicable to the transferable interest of the partner or transferee.
AB854,135,2 23(7) This section provides the exclusive remedy by which a person seeking, in
24the capacity of a judgment creditor, to enforce a judgment against a partner or

1transferee may satisfy the judgment from the judgment debtor's transferable
2interest.
AB854,135,4 3179.0704 Power of legal representative of deceased partner. If a partner
4dies, the deceased partner's legal representative may exercise any of the following:
AB854,135,5 5(1) The rights of a transferee provided in s. 179.0702 (3).
AB854,135,7 6(2) For purposes of settling the estate, the rights of a current limited partner
7under s. 179.0304.
AB854,135,88 subchapter VIII
AB854,135,9 9DISSOLUTION AND WINDING UP
AB854,135,12 10179.0801 Events causing dissolution. (1) A limited partnership is
11dissolved, and its activities and affairs must be wound up, upon the occurrence of any
12of the following:
AB854,135,1413 (a) An event or circumstance that the partnership agreement states causes
14dissolution.
AB854,135,1815 (b) The affirmative vote or consent to dissolve of all general partners and of
16limited partners owning a majority of the rights to receive distributions, whether as
17a general partner, a limited partner, or both, at the time the vote or consent is to be
18effective.
AB854,135,2019 (c) After the dissociation of a person as a general partner if any of the following
20applies:
AB854,135,2521 1. If the partnership has at least one remaining general partner, the
22affirmative vote or consent to dissolve the partnership not later than 90 days after
23the dissociation by partners owning a majority of the rights to receive distributions,
24whether as a general partner, a limited partner, or both, at the time the vote or
25consent is to be effective.
AB854,136,3
12. If the partnership does not have a remaining general partner, the passage
2of 90 days after the dissociation unless, before the end of the period, all of the
3following occur:
AB854,136,74 a. Consent to continue the activities and affairs of the partnership and admit
5at least one general partner is given by limited partners owning a majority of the
6rights to receive distributions as limited partners at the time the consent is to be
7effective.
AB854,136,98 b. At least one person is admitted as a general partner in accordance with the
9consent.
AB854,136,1210 (d) The passage of 90 consecutive days after the dissociation of the
11partnership's last limited partner unless, before the end of the period, the
12partnership admits at least one limited partner.
AB854,136,1413 (e) The passage of 90 consecutive days during which the partnership has only
14one partner unless, before the end of the period, all of the following are satisfied:
AB854,136,1515 1. The partnership admits at least one person as a partner.
AB854,136,1716 2. If the previously sole remaining partner is only a general partner, the
17partnership admits the person as a limited partner.
AB854,136,1918 3. If the previously sole remaining partner is only a limited partner, the
19partnership admits a person as a general partner.
AB854,136,2120 (f) On application by a partner, the entry by the circuit court of an order
21dissolving the partnership on any of the following grounds:
AB854,136,2322 1. That the conduct of all or substantially all the partnership's activities and
23affairs is unlawful.
AB854,137,3
12. That it is not reasonably practicable to carry on the partnership's activities
2and affairs in conformity with the certificate of limited partnership and partnership
3agreement.
AB854,137,54 (g) The signing and filing of a notice of administrative dissolution by the
5department under s. 179.0811.
AB854,137,9 6(2) If an event occurs that imposes a deadline on a limited partnership under
7sub. (1) and, before the partnership has met the requirements of the deadline,
8another event occurs that imposes a different deadline on the partnership under sub.
9(1), all of the following apply:
AB854,137,1110 (a) The occurrence of the second event does not affect the deadline caused by
11the first event.
AB854,137,1312 (b) The partnership's meeting of the requirements of the first deadline does not
13extend the second deadline.
AB854,137,16 14179.0802 Winding up. (1) A dissolved limited partnership shall wind up its
15activities and affairs and, except as otherwise provided in s. 179.0803, the
16partnership continues after dissolution only for the purpose of winding up.
AB854,137,20 17(2) (a) In winding up its activities and affairs, a limited partnership shall
18discharge the partnership's debts, obligations, and other liabilities, settle and close
19the partnership's activities and affairs, and marshal and distribute the assets of the
20partnership.
AB854,137,2221 (b) In winding up its activities and affairs, a limited partnership may do any
22of the following:
AB854,137,2423 1. Amend its certificate of limited partnership to state that the partnership is
24dissolved.
AB854,138,2
12. Preserve the partnership's activities and affairs and property as a going
2concern for a reasonable time.
AB854,138,43 3. Prosecute and defend actions and proceedings, whether civil, criminal, or
4administrative.
AB854,138,55 4. Transfer the partnership's property.
AB854,138,66 5. Settle disputes by mediation or arbitration.
AB854,138,87 6. Deliver to the department for filing a statement of termination stating the
8name of the partnership and that the partnership is terminated.
AB854,138,99 7. Perform other acts necessary or appropriate to the winding up.
AB854,138,14 10(3) If a dissolved limited partnership does not have a general partner, a person
11to wind up the dissolved partnership's activities and affairs may be appointed by the
12affirmative vote or consent of limited partners owning a majority of the rights to
13receive distributions as limited partners at the time the vote or consent is to be
14effective. All of the following apply to a person appointed under this subsection:
AB854,138,1815 (a) The person has the powers of a general partner under s. 179.0804 but is not
16liable for the debts, obligations, and other liabilities of the partnership solely by
17reason of having or exercising those powers or otherwise acting to wind up the
18dissolved partnership's activities and affairs.
AB854,138,2119 (b) The person shall deliver promptly to the department for filing an
20amendment to the partnership's certificate of limited partnership stating all of the
21following:
AB854,138,2222 1. That the partnership does not have a general partner.
AB854,138,2323 2. The name and street and mailing addresses of the person.
AB854,138,2524 3. That the person has been appointed pursuant to this subsection to wind up
25the partnership.
AB854,139,4
1(4) On the application of a partner, the circuit court may order judicial
2supervision of the winding up of a dissolved limited partnership, including the
3appointment of a person to wind up the partnership's activities and affairs, if any of
4the following applies:
AB854,139,65 (a) The partnership does not have a general partner and within a reasonable
6time following the dissolution no person has been appointed pursuant to sub. (3).
AB854,139,77 (b) The applicant establishes other good cause.
AB854,139,12 8179.0803 Rescinding dissolution. (1) A limited partnership may rescind
9its dissolution, unless a statement of termination applicable to the partnership has
10become effective, the circuit court has entered an order under s. 179.0801 (1) (f)
11dissolving the partnership, or the department has dissolved the partnership under
12s. 179.0811.
AB854,139,13 13(2) Rescinding dissolution under this section requires all of the following:
AB854,139,1414 (a) The affirmative vote or consent of each partner.
AB854,139,1715 (b) If the limited partnership has delivered to the department for filing an
16amendment to the certificate of limited partnership stating that the partnership is
17dissolved, delivery to the department for filing of one of the following:
AB854,139,1918 1. If the amendment has not become effective, a statement of withdrawal under
19s. 179.0208 applicable to the amendment.
AB854,139,2120 2. If the amendment has become effective, an amendment to the certificate of
21limited partnership stating that dissolution has been rescinded under this section.
AB854,139,22 22(3) If a limited partnership rescinds its dissolution, all of the following apply:
AB854,139,2423 (a) Subject to par. (c), the partnership resumes carrying on its activities and
24affairs as if dissolution had never occurred.
AB854,140,2
1(b) Subject to par. (c), the rescission relates back to and takes effect as of the
2effective date of the dissolution.
AB854,140,53 (c) The rights of a person arising out of an act or omission in reliance on the
4dissolution before the person knew or had notice of the rescission are not adversely
5affected.
AB854,140,8 6179.0804 Power to bind partnership after dissolution. (1) A limited
7partnership is bound by a general partner's act with respect to a transaction with
8another party after dissolution if any of the following applies:
AB854,140,129 (a) The act is appropriate for winding up the partnership's activities and
10affairs, unless the partner did not have authority to act for the partnership in the
11particular matter and the party with which the partner was dealing knew or had
12notice that the partner lacked authority.
AB854,140,1513 (b) The act would have bound the partnership under s. 179.0402 before
14dissolution if, at the time the other party enters into the transaction, the other party
15does not know or have notice of the dissolution.
AB854,140,18 16(2) A person dissociated as a general partner binds a limited partnership with
17respect to a transaction with another party through an act occurring after dissolution
18if all of the following apply:
AB854,140,2019 (a) At the time the other party enters into the transaction, less than 2 years has
20passed since the dissociation.
AB854,140,2321 (b) At the time the other party enters into the transaction, the other party does
22not know or have notice of the dissociation and reasonably believes that the person
23is a general partner.
AB854,141,224 (c) The act is appropriate for winding up the partnership's activities and affairs,
25or the act would have bound the partnership under s. 179.0402 before dissolution and

1at the time the other party enters into the transaction the other party does not know
2or have notice of the dissolution.
AB854,141,7 3179.0805 Liability after dissolution of general partner and person
4dissociated as general partner. (1)
If a general partner having knowledge of the
5dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1)
6by an act that is not appropriate for winding up the partnership's activities and
7affairs, the general partner is liable to all of the following:
AB854,141,98 (a) The partnership, for any damage caused to the partnership arising from the
9obligation.
AB854,141,1210 (b) If another general partner or person dissociated as a general partner is
11liable for the obligation, that other general partner or person, for any damage caused
12to that other general partner or person arising from the liability.
AB854,141,14 13(2) If a person dissociated as a general partner causes a limited partnership
14to incur an obligation under s. 179.0804 (2), the person is liable to all of the following:
AB854,141,1615 (a) The partnership, for any damage caused to the partnership arising from the
16obligation.
AB854,141,1917 (b) If a general partner or another person dissociated as a general partner is
18liable for the obligation, the general partner or other person, for any damage caused
19to the general partner or other person arising from the obligation.
AB854,141,22 20179.0806 Known claims against dissolved limited partnership. (1)
21Except as otherwise provided in sub. (4), a dissolved limited partnership may give
22notice of a known claim under sub. (2), which has the effect provided in sub. (3).
AB854,141,24 23(2) A dissolved limited partnership may in a record notify its known claimants
24of the dissolution. The notice must do all of the following:
AB854,141,2525 (a) Specify the information required to be included in a claim.
AB854,142,2
1(b) State that a claim must be in writing and provide a mailing address to which
2the claim is to be sent.
AB854,142,43 (c) State the deadline for receipt of a claim, which may not be less than 120 days
4after the date the notice is effective under s. 179.0103 (7m).
AB854,142,55 (d) State that the claim will be barred if not received by the deadline.
AB854,142,96 (e) Unless the partnership has been throughout its existence a limited liability
7limited partnership, state that the barring of a claim against the partnership will
8also bar any corresponding claim against any general partner or person dissociated
9as a general partner which is based on s. 179.0404.
AB854,142,12 10(3) A claim against a dissolved limited partnership is barred if the claim is a
11known claim and the notice requirements of sub. (2) are met with respect to the claim
12and any of the following applies:
AB854,142,1313 (a) The claim is not received by the specified deadline.
AB854,142,1514 (b) If the claim is timely received but rejected by the partnership, all of the
15following apply:
AB854,142,1916 1. The partnership notifies the claimant in a record stating that the claim is
17rejected and will be barred unless the claimant commences an action against the
18partnership to enforce the claim within 90 days after the notice is effective under s.
19179.0103 (7m).
AB854,142,2120 2. The claimant does not commence the required action within 90 days after
21the notice of rejection is effective under s. 179.0103 (7m).
AB854,142,25 22(4) This section does not apply to a claim based on an event occurring after the
23date of dissolution or a liability that on that date is contingent, or a liability for an
24additional assessment under s. 71.74 or for sales and use taxes determined as owing
25under s. 77.59.
AB854,143,1
1(4r) The provisions of s. 179.0103 (7m) shall apply to notices under this section.
AB854,143,5 2179.0807 Claims against dissolved limited partnership generally. (1)
3A dissolved limited partnership may publish notice of its dissolution and request
4persons having claims, whether known or unknown, against the partnership to
5present them in accordance with the notice.
AB854,143,6 6(2) A notice under sub. (1) must satisfy all of the following:
AB854,143,107 (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of
8general circulation in the county in this state in which the dissolved limited
9partnership's principal office is located or, if the principal office is not located in this
10state, in the county in which the partnership's registered office is or was last located.
AB854,143,1311 (b) It must describe the information required to be contained in a claim, state
12that the claim must be in writing, and provide a mailing address to which the claim
13is to be sent.
AB854,143,1614 (c) It must state that a claim against the partnership is barred unless an action
15to enforce the claim is commenced not later than 2 years after publication of the
16notice.
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