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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.
AB854,155,1511 (b) The foreign limited partnership shall pay the amount owed under par. (a)
12to the department, and the department may not file a foreign registration statement
13for the foreign limited partnership until the amount owed is paid. The attorney
14general may enforce a foreign limited partnership's obligation to pay to the
15department any amount owed under this subsection.
AB854,155,18 16179.1003 Foreign registration statement. To register to do business in this
17state, a foreign limited partnership must deliver a foreign registration statement to
18the department for filing. The statement must state all of the following:
AB854,155,20 19(1) The name of the partnership and, if the name does not comply with s.
20179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).
AB854,155,21 21(2) That the partnership is a foreign limited partnership.
AB854,155,22 22(3) The jurisdiction of the partnership's governing law.
AB854,156,2 23(4) The street and mailing addresses of the partnership's principal office and,
24if the partnership's governing law requires the partnership to maintain an office in

1the jurisdiction of such governing law, the street and mailing addresses of the
2required office.
AB854,156,4 3(5) The street address of the partnership's registered office in this state and the
4name and e-mail address of its registered agent at that office.
AB854,156,7 5179.1004 Amendment of foreign registration statement. A registered
6foreign limited partnership shall deliver to the department for filing an amendment
7to its foreign registration statement if there is a change in any of the following:
AB854,156,10 8(1) The name of the partnership and, if the name of the partnership filing an
9amendment does not comply with s. 179.0114, a fictitious name adopted pursuant to
10s. 179.1006 (1).
AB854,156,11 11(1r) The cessation of the partnership's status as a foreign limited partnership.
AB854,156,12 12(2) The jurisdiction of the partnership's governing law.
AB854,156,13 13(3) An address required by s. 179.1003 (4).
AB854,156,15 14(4) The information required by s. 179.1003 (5), unless such information has
15previously been changed pursuant to s. 179.0118, 179.0209, or 179.0212.
AB854,156,18 16179.1005 Activities not constituting doing business. (1) Activities of a
17foreign limited partnership which do not constitute doing business in this state
18under this subchapter include all of the following:
AB854,156,2019 (a) Maintaining, defending, mediating, arbitrating, or settling an action or
20proceeding.
AB854,156,2221 (b) Carrying on any activity concerning its internal affairs, including holding
22meetings of its partners.
AB854,156,2323 (c) Maintaining accounts in financial institutions.
AB854,157,3
1(d) Maintaining offices or agencies for the transfer, exchange, and registration
2of securities of the partnership or maintaining trustees or depositaries with respect
3to those securities.
AB854,157,44 (e) Selling through independent contractors.
AB854,157,65 (f) Soliciting or obtaining orders by any means if the orders require acceptance
6outside this state before they become contracts.
AB854,157,87 (g) Creating or acquiring indebtedness, mortgages, or security interests in
8property.
AB854,157,109 (h) Securing or collecting debts or enforcing mortgages or security interests in
10property securing the debts and holding, protecting, or maintaining property.
AB854,157,1211 (i) Conducting an isolated transaction that is not in the course of similar
12transactions.
AB854,157,1313 (j) Owning, without more, property.
AB854,157,1414 (k) Doing business in interstate commerce.
AB854,157,16 15(2) A person does not do business in this state solely by being a partner of a
16foreign limited partnership that does business in this state.
AB854,157,19 17(3) This section does not apply in determining the contacts or activities that
18may subject a foreign limited partnership to service of process, taxation, or
19regulation under law of this state other than this chapter.
AB854,157,25 20179.1006 Noncomplying name of foreign limited partnership. (1) A
21foreign limited partnership whose name does not comply with s. 179.0114 may not
22register to do business in this state until it adopts, for the purpose of doing business
23in this state, a fictitious name that complies with s. 179.0114. After registering to
24do business in this state with a fictitious name, the partnership shall only do
25business in this state under the fictitious name.
AB854,158,4
1(2) If a registered foreign limited partnership changes its name to one that does
2not comply with s. 179.0114, it may not do business in this state until it complies with
3sub. (1) by amending its registration to adopt a fictitious name that complies with
4s. 179.0114.
AB854,158,11 5179.1007 Withdrawal deemed on conversion to or merger into
6domestic filing entity or domestic limited liability partnership.
A registered
7foreign limited partnership that converts to, or merges into, a domestic limited
8liability partnership or to or into a domestic entity whose formation requires the
9delivery of a record to the department for filing is deemed to have withdrawn its
10registration on the effective date of the conversion or merger, unless the registration
11is transferred to such partnership pursuant to s. 179.1009.
AB854,158,18 12179.1008 Withdrawal on dissolution or conversion to nonfiling entity
13other than limited liability partnership. (1)
(a) A registered foreign limited
14partnership that has dissolved and completed winding up or has converted to, or
15merged into, a domestic or foreign entity whose formation does not require the
16delivery of a record for filing by the department, other than a limited liability
17partnership, shall deliver a statement of withdrawal to the department for filing, as
18provided in s. 179.1011.
AB854,158,2119 (b) In the case of a merger or conversion, the statement under par. (a) must also
20state the name and type of entity to which or into which the partnership has
21converted or merged and the jurisdiction of its governing law.
AB854,158,25 22(2) After a withdrawal under this section is effective, service of process in any
23action or proceeding based on a cause of action arising during the time the foreign
24limited partnership was registered to do business in this state may be made
25pursuant to s. 179.0121, as provided in s. 179.1011 (2).
AB854,159,6
1179.1009 Transfer of registration. (1) When a registered foreign limited
2partnership has merged into a foreign entity that is not registered to do business in
3this state or has converted to a foreign entity required to register with the
4department to do business in this state, the foreign entity shall deliver to the
5department for filing an application for transfer of registration. The application
6must state all of the following:
AB854,159,87 (a) The name of the registered foreign limited partnership before the merger
8or conversion.
AB854,159,109 (b) That before the merger or conversion the registration pertained to a foreign
10limited partnership.
AB854,159,1311 (c) The name of the applicant foreign entity into which the foreign limited
12partnership has merged or to which it has been converted and, if the name does not
13comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).
AB854,159,1514 (d) The type of entity of the applicant foreign entity and the jurisdiction of its
15governing law.
AB854,159,1916 (e) The street and mailing addresses of the principal office of the applicant
17foreign entity and, if the foreign limited partnership's governing law requires the
18entity to maintain an office in the jurisdiction of that governing law, the street and
19mailing addresses of that office.
AB854,159,2120 (f) The street address of the applicant foreign entity's registered office in this
21state and the name and e-mail address of its registered agent at that address.
AB854,159,25 22(2) When an application for transfer of registration takes effect, the
23registration of the foreign limited partnership to do business in this state is
24transferred without interruption to the foreign entity into which the partnership has
25merged or to which it has been converted.
AB854,160,3
1179.10101 Grounds for termination. (1) The department may terminate
2the registration of a registered foreign limited partnership in the manner provided
3in s. 179.10102 if any of the following applies:
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