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AB854,145,7 4(3) In any proceeding under this section, the court may appoint a guardian ad
5litem to represent all claimants whose identities are unknown. The reasonable fees
6and expenses of the guardian, including all reasonable expert witness fees, must be
7paid by the dissolved limited partnership.
AB854,145,13 8(4) A dissolved limited partnership that provides security in the amount and
9form ordered by the court under sub. (1) satisfies the partnership's obligations with
10respect to claims that are contingent, are not known to the partnership, or are based
11on an event occurring after the effective date of dissolution, and such claims may not
12be enforced against a partner or transferee on account of assets received in
13liquidation.
AB854,145,17 14179.0809 Liability of general partner and person dissociated as
15general partner when claim against limited partnership barred.
If a claim
16against a dissolved limited partnership is barred under s. 179.0806, 179.0807, or
17179.0808, any corresponding claim under s. 179.0404 or 179.0607 is also barred.
AB854,145,21 18179.0810 Disposition of assets in winding up; when contributions
19required. (1)
In winding up its activities and affairs, a limited partnership shall
20apply its assets, including the contributions required by this section, to discharge the
21partnership's obligations to creditors, including partners that are creditors.
AB854,145,24 22(2) After a limited partnership complies with sub. (1), any surplus must be
23distributed in the following order, subject to any charging order in effect under s.
24179.0703:
AB854,146,3
1(a) To each person owning a transferable interest that reflects contributions
2made and not previously returned, an amount equal to the value of the unreturned
3contributions.
AB854,146,64 (b) Among persons owning transferable interests, in proportion to their
5respective rights to share in distributions immediately before the dissolution of the
6partnership.
AB854,146,9 7(3) If a limited partnership's assets are insufficient to satisfy all its obligations
8under sub. (1), with respect to each unsatisfied obligation incurred when the
9partnership was not a limited liability limited partnership, the following rules apply:
AB854,146,1510 (a) Each person that was a general partner when the obligation was incurred
11and that has not been released from the obligation under s. 179.0607 shall contribute
12to the partnership for the purpose of enabling the partnership to satisfy the
13obligation. The contribution due from each of those persons is in proportion to the
14right to receive distributions in the capacity of a general partner in effect for each of
15those persons when the obligation was incurred.
AB854,146,2216 (b) If a person does not contribute the full amount required under par. (a) with
17respect to an unsatisfied obligation of the partnership, the other persons required to
18contribute by par. (a) on account of the obligation shall contribute the additional
19amount necessary to discharge the obligation. The additional contribution due from
20each of those other persons is in proportion to the right to receive distributions in the
21capacity of a general partner in effect for each of those other persons when the
22obligation was incurred.
AB854,146,2523 (c) If a person does not make the additional contribution required by par. (b),
24further additional contributions are determined and due in the same manner as
25provided in that paragraph.
AB854,147,5
1(4) A person that makes an additional contribution under sub. (3) (b) or (c) may
2recover from any person whose failure to contribute under sub. (3) (a) or (b)
3necessitated the additional contribution. A person may not recover under this
4subsection more than the amount additionally contributed. A person's liability
5under this subsection may not exceed the amount the person failed to contribute.
AB854,147,8 6(4r) If a limited partnership does not have sufficient surplus to comply with
7sub. (2) (a), any surplus must be distributed among the owners of transferable
8interests in proportion to the value of the respective unreturned contributions.
AB854,147,9 9(5) All distributions made under sub. (2) must be paid in money.
AB854,147,12 10179.0811 Administrative dissolution. (1) The department may commence
11a proceeding under sub. (2) to dissolve a limited partnership administratively if any
12of the following applies:
AB854,147,1413 (a) The partnership does not pay, within one year after they are due, any fees
14or penalties required to be paid to the department under this chapter.
AB854,147,1615 (b) The partnership does not have on file with the department its annual report
16within one year after it is due.
AB854,147,1817 (c) The partnership is without a registered agent or registered office in this
18state for at least one year.
AB854,147,2119 (d) The partnership does not notify the department within one year that its
20registered agent or registered office has been changed, that its registered agent has
21resigned, or that its registered office has been discontinued.
AB854,147,2222 (e) The partnership violates s. 940.302 (2) or 948.051 (2).
AB854,148,2 23(2) If the department determines that one or more grounds exist for
24administratively dissolving a limited partnership, the department may give the

1partnership notice of the determination. The notice shall be in writing and
2addressed to the registered agent of the limited partnership.
AB854,148,6 3(3) (a) Within 60 days after the notice under sub. (2) takes effect under s.
4179.0103 (7m), the limited partnership shall, with respect to each ground for
5administrative dissolution, either correct it or demonstrate to the reasonable
6satisfaction of the department that it does not exist.
AB854,148,117 (b) If the limited partnership fails to satisfy par. (a), the department may
8administratively dissolve the partnership. The department shall enter a notation
9in its records to reflect each ground for administrative dissolution and the effective
10date of dissolution and shall give the partnership notice of those facts. The notice
11shall be in writing and addressed to the registered agent of the partnership.
AB854,148,15 12(3m) (a) If a notice under sub. (2) or (3) (b) is returned to the department as
13undeliverable, the department shall again give notice to the limited partnership.
14Except as provided under par. (b), this notice shall be in writing and addressed to the
15principal office of the partnership.
AB854,148,1916 (b) If the notice under par. (a) is returned to the department as undeliverable
17or if the limited partnership's principal office cannot be determined from the records
18of the department, the department shall give notice by posting the notice on the
19department's Internet site.
AB854,148,23 20(4) A limited partnership that is administratively dissolved continues in
21existence as an entity but may not carry on any activities except as necessary to wind
22up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806,
23179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812.
AB854,148,25 24(4m) A limited partnership's right to the exclusive use of its name terminates
25on the date of the administrative dissolution under sub. (3) (b).
AB854,149,2
1(5) The administrative dissolution of a limited partnership does not terminate
2the authority of its registered agent.
AB854,149,5 3179.0812 Reinstatement. (1) A limited partnership that is administratively
4dissolved under s. 179.0811 may apply to the department for reinstatement. The
5application shall include all of the following:
AB854,149,76 (a) The name of the partnership and the effective date of its administrative
7dissolution.
AB854,149,98 (b) A statement that each ground for dissolution either did not exist or has been
9cured.
AB854,149,1010 (c) A statement that the partnership's name satisfies s. 179.0114.
AB854,149,12 11(2) (a) Upon application, the department shall reinstate a limited partnership
12if the department determines all of the following:
AB854,149,1413 1. That the application contains the information required by sub. (1) and the
14information is correct.
AB854,149,1615 2. That all fees and penalties owed by the partnership to the department under
16this chapter have been paid.
AB854,149,2217 (b) Upon reinstatement of a limited partnership under par. (a), the department
18shall enter a notation in its records revising the notation specified in s. 179.0811 (3)
19(b) to reflect cancellation of the dissolution and reinstatement of the partnership.
20The notation shall state both the department's determination under par. (a) and the
21effective date of reinstatement. The department shall provide notice of the
22reinstatement to the partnership or its representative.
AB854,149,24 23(4) When the reinstatement under this section is effective, all of the following
24shall apply:
AB854,150,2
1(a) Except as provided in par. (c), the reinstatement relates back to and takes
2effect as of the effective date of the administrative dissolution.
AB854,150,43 (b) Except as provided in par. (c), the limited partnership resumes carrying on
4its activities and affairs as if the administrative dissolution had never occurred.
AB854,150,65 (c) The rights of a person arising out of an act or omission in reliance on the
6dissolution before the person knew or had notice of the reinstatement are unaffected.
AB854,150,10 7179.0813 Appeal from denial of reinstatement. (1) If the department
8denies a limited partnership's application for reinstatement under s. 179.0812, the
9department shall serve the partnership with a written notice, addressed to the
10registered agent of the partnership, that explains each reason for denial.
AB854,150,18 11(2) The limited partnership may appeal the denial of reinstatement to the
12circuit court for the county where the partnership's principal office or, if none in this
13state, the office of its registered agent is located, within 30 days after service of the
14notice of denial is effective under s. 179.0103 (7m). To appeal, the partnership shall
15petition the court to set aside the administrative dissolution and attach to the
16petition copies of the department's notice of administrative dissolution under s.
17179.0811 (3) (b), the partnership's application for reinstatement under s. 179.0812
18(1), and the department's notice of denial under sub. (1).
AB854,150,20 19(3) The court may order the department to reinstate the limited partnership
20or may take other action that the court considers appropriate.
AB854,150,21 21(4) The court's final decision may be appealed as in other civil proceedings.
AB854,150,2222 subchapter IX
AB854,150,23 23ACTIONS BY PARTNERS
AB854,151,4 24179.0901 Direct action by partner. (1) Subject to sub. (2), a partner may
25maintain a direct action against another partner or the limited partnership, with or

1without an accounting as to the partnership's activities and affairs, to enforce the
2partner's rights and protect the partner's interests, including rights and interests
3under the partnership agreement or this chapter or arising independently of the
4partnership relationship.
AB854,151,7 5(2) A partner maintaining a direct action under this section must plead and
6prove an actual or threatened injury that is not solely the result of an injury suffered
7or threatened to be suffered by the limited partnership.
AB854,151,9 8(3) A right to an accounting on a dissolution and winding up does not revive
9a claim barred by law.
AB854,151,11 10179.0902 Derivative action. A partner may maintain a derivative action to
11enforce a right of a limited partnership if any of the following applies:
AB854,151,14 12(1) The partner first makes a demand on the general partners, requesting that
13they cause the limited partnership to bring an action to enforce the right, and the
14general partners do not bring the action within a reasonable time.
AB854,151,15 15(2) A demand under sub. (1) would be futile.
AB854,151,18 16179.0903 Proper plaintiff. A derivative action to enforce a right of a limited
17partnership may be maintained only by a person that is a partner at the time the
18action is commenced and to which any of the following applies:
AB854,151,20 19(1) The person was a partner when the conduct giving rise to the action
20occurred.
AB854,151,23 21(2) The person's status as a partner devolved on the person by operation of law
22or pursuant to the terms of the partnership agreement from a person that was a
23partner at the time of the conduct.
AB854,151,25 24179.0904 Pleading. In a derivative action under s. 179.0902, the complaint
25must state with particularity one of the following:
AB854,152,2
1(1) The date and content of plaintiff's demand and the response to the demand
2by the general partners.
AB854,152,3 3(2) Why demand should be excused as futile.
AB854,152,12 4179.0905 Special litigation committee. (1) If a limited partnership is
5named as or made a party in a derivative proceeding, the partnership may appoint
6a special litigation committee to investigate the claims asserted in the proceeding
7and determine whether pursuing the action is in the best interests of the
8partnership. If the partnership appoints a special litigation committee, on motion
9by the committee made in the name of the partnership, except for good cause shown,
10the court shall stay discovery for the time reasonably necessary to permit the
11committee to make its investigation. This subsection does not prevent the court from
12doing any of the following:
AB854,152,1313 (a) Enforcing a person's right to information under s. 179.0304 or 179.0407.
AB854,152,1514 (b) Granting extraordinary relief in the form of a temporary restraining order
15or preliminary injunction.
AB854,152,17 16(2) A special litigation committee must be composed of one or more
17disinterested and independent individuals, who may be partners.
AB854,152,18 18(3) A special litigation committee may be appointed as follows:
AB854,152,2019 (a) By a majority of the general partners not named as parties in the
20proceeding.
AB854,152,2221 (b) If all general partners are named as parties in the proceeding, by a majority
22of the general partners named as defendants.
AB854,152,24 23(4) After appropriate investigation, a special litigation committee may
24determine that any of the following is in the best interests of the limited partnership:
AB854,152,2525 (a) That the proceeding continue under the control of the plaintiff.
AB854,153,1
1(b) That the proceeding continue under the control of the committee.
AB854,153,22 (c) That the proceeding be settled on terms approved by the committee.
AB854,153,33 (d) That the proceeding be dismissed.
AB854,153,15 4(5) After making a determination under sub. (4), a special litigation committee
5shall file with the court a statement of its determination and its report supporting
6its determination and shall serve each party with a copy of the determination and
7report. The court shall determine whether the members of the committee were
8disinterested and independent and whether the committee conducted its
9investigation and made its recommendation in good faith, independently, and with
10reasonable care, with the committee having the burden of proof. If the court finds
11that the members of the committee were disinterested and independent and that the
12committee acted in good faith, independently, and with reasonable care, the court
13shall enforce the determination of the committee. Otherwise, the court shall dissolve
14the stay of discovery entered under sub. (1) and allow the action to continue under
15the control of the plaintiff.
AB854,153,18 16179.0906 Proceeds and expenses. (1) (a) Except as otherwise provided in
17sub. (2), any proceeds or other benefits of a derivative action, whether by judgment,
18compromise, or settlement, belong to the limited partnership and not to the plaintiff.
AB854,153,2019 (b) Except as otherwise provided in sub. (2), if the plaintiff receives any
20proceeds, the plaintiff shall remit them immediately to the partnership.
AB854,153,23 21(2) If a derivative action is successful in whole or in part, the court may award
22the plaintiff reasonable expenses, including reasonable attorney fees and costs, from
23the recovery of the limited partnership.
AB854,153,2424 subchapter X
AB854,153,25 25FOREIGN LIMITED PARTNERSHIPS
AB854,154,2
1179.1001 Governing law. (1) The governing law of a foreign limited
2partnership governs all of the following:
AB854,154,33 (a) The internal affairs of the partnership.
AB854,154,54 (b) The liability of a partner as partner for a debt, obligation, or other liability
5of the foreign partnership.
AB854,154,8 6(2) A foreign limited partnership is not precluded from registering to do
7business in this state because of any difference between its governing law and the
8law of this state.
AB854,154,12 9(3) Registration of a foreign limited partnership to do business in this state
10does not authorize the foreign partnership to engage in any activities and affairs or
11exercise any power that a limited partnership may not engage in or exercise in this
12state.
AB854,154,15 13179.1002 Registration to do business in this state. (1) A foreign limited
14partnership may not do business in this state until it registers with the department
15under this chapter.
AB854,154,18 16(2) A foreign limited partnership doing business in this state may not maintain
17an action or proceeding in this state unless it has registered to do business in this
18state.
AB854,154,22 19(3) The failure of a foreign limited partnership to register to do business in this
20state does not impair the validity of a contract or act of the foreign partnership or its
21title to property in this state or preclude it from defending an action or proceeding
22in this state.
AB854,154,25 23(4) A limitation on the liability of a general partner or limited partner of a
24foreign limited partnership is not waived solely because the foreign partnership does
25business in this state without registering to do business in this state.
AB854,155,2
1(5) Section 179.1001 (1) and (2) applies even if a foreign limited partnership
2fails to register under this subchapter.
AB854,155,6 3(5m) (a) A foreign limited partnership that does business in this state without
4registering to do business in this state is liable to this state, for each year or any part
5of a year during which it did business in this state without registration, in an amount
6equal to all of the following:
AB854,155,97 1. All fees and other charges that would have been imposed by this chapter on
8the foreign limited partnership had it properly filed a foreign registration statement
9as required by this section and thereafter filed all reports required by this chapter.
AB854,155,1010 2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.
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