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SB810,102,21 20(9) Subject to s. 179.0704, the rights under this section do not extend to a person
21as transferee.
SB810,103,3 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.
SB810,103,7 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.
SB810,103,10 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.
SB810,103,13 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.
SB810,104,2 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.
SB810,104,9 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:
SB810,104,1110 (a) Causes an appropriate certificate of limited partnership, amendment, or
11statement of correction to be signed and delivered to the department for filing.
SB810,104,1412 (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.
SB810,104,20 15(2) A person that makes an investment described in sub. (1) is liable to the same
16extent as a general partner to any 3rd party that enters into a transaction with the
17enterprise, believing in good faith that the person is a general partner, before the
18department files a statement of negation, certificate of limited partnership,
19amendment, or statement of correction to show that the person is not a general
20partner.
SB810,105,2 21(3) If a person makes a diligent effort in good faith to comply with sub. (1) (a)
22and is unable to cause the appropriate certificate of limited partnership,
23amendment, or statement of correction to be signed and delivered to the department
24for filing, the person has the right to withdraw from the enterprise pursuant to sub.

1(1) (b) even if the withdrawal would otherwise breach an agreement with others that
2are or have agreed to become co-owners of the enterprise.
SB810,105,33 subchapter IV
SB810,105,44 GENERAL PARTNERS
SB810,105,7 5179.0401 Becoming general partner. (1) Upon formation of a limited
6partnership, a person becomes a general partner as agreed among the persons that
7are to be the initial partners.
SB810,105,9 8(2) After formation of a limited partnership, a person becomes a general
9partner in any of the following ways:
SB810,105,1010 (a) As provided in the partnership agreement.
SB810,105,1111 (b) As a result of a transaction effective under subch. XI.
SB810,105,1212 (c) With the affirmative vote or consent of all the partners.
SB810,105,1313 (d) As provided in s. 179.0801 (1) (c) 2.
SB810,105,14 14(3) A person may become a general partner without doing any of the following:
SB810,105,1515 (a) Acquiring a transferable interest.
SB810,105,1616 (b) Making or being obligated to make a contribution to the partnership.
SB810,105,19 17179.0402 General partner agent of limited partnership. Subject to the
18effect of a statement of partnership authority under s. 179.04023, the following rules
19apply:
SB810,106,2 20(1) Each general partner is an agent of the limited partnership for the purposes
21of its activities and affairs. An act of a general partner, including the signing of a
22record in the partnership's name, for apparently carrying on in the ordinary course
23the partnership's activities and affairs or activities and affairs of the kind carried on
24by the partnership binds the partnership, unless the general partner did not have
25authority to act for the partnership in the particular matter and the person with

1which the general partner was dealing knew or had notice that the general partner
2lacked authority.
SB810,106,6 3(2) An act of a general partner which is not apparently for carrying on in the
4ordinary course the limited partnership's activities and affairs or activities and
5affairs of the kind carried on by the partnership binds the partnership only if the act
6was actually authorized by all the other partners.
SB810,106,9 7179.04023 Statement of partnership authority. (1) (a) A limited
8partnership may deliver to the department for filing a statement of partnership
9authority.
SB810,106,1010 (b) The statement of authority must include all of the following:
SB810,106,1111 1. The name of the partnership.
SB810,106,1312 2. The street address of the partnership's registered office in this state and the
13name and e-mail address of its registered agent at that office.
SB810,106,1614 (c) With respect to any position that exists in or with respect to the partnership,
15the statement of authority may state the authority, or limitations on the authority,
16of all persons holding the position to do any of the following:
SB810,106,1817 1. Sign an instrument transferring real property held in the name of the
18partnership.
SB810,106,2019 2. Enter into other transactions on behalf of, or otherwise act for or bind, the
20partnership.
SB810,106,2221 (d) The statement of authority may state the authority, or limitations on the
22authority, of a specific person to do any of the following:
SB810,106,2423 1. Sign an instrument transferring real property held in the name of the
24partnership.
SB810,107,2
12. Enter into other transactions on behalf of, or otherwise act for or bind, the
2partnership.
SB810,107,5 3(2) To amend or cancel a statement of authority filed by the department, a
4limited partnership must deliver to the department for filing an amendment or
5cancellation stating all of the following:
SB810,107,66 (a) The name of the partnership.
SB810,107,87 (b) The street address of the partnership's registered office in this state and the
8name and e-mail address of its registered agent at that office.
SB810,107,99 (c) The date the statement being affected became effective.
SB810,107,1110 (d) The contents of the amendment or a declaration that the statement is
11canceled.
SB810,107,15 12(2m) (a) A statement of authority is renewable for successive 5-year periods.
13To renew a statement of authority filed by the department, a partnership must
14deliver to the department for filing, during the 3 months before the cancellation
15would occur under sub. (10), a statement of renewal that includes all of the following:
SB810,107,1616 1. The name of the partnership.
SB810,107,1817 2. The street address of the partnership's registered office in this state and the
18name and e-mail address of its registered agent at that office.
SB810,107,1919 3. The statement of authority being affected.
SB810,107,2020 4. A declaration that the statement of authority is being renewed.
SB810,107,2321 (b) When filed, a statement of renewal that complies with par. (a) renews the
22statement of authority for a 5-year period commencing with the date of filing of the
23statement of renewal.
SB810,107,25 24(3) A statement of authority affects only the power of a person to bind a
25partnership to persons that are not partners.
SB810,108,4
1(4) Subject to sub. (3) and s. 179.0103 (4) (cr), and except as otherwise provided
2in subs. (6) to (8), a limitation on the authority of a person or a position contained in
3an effective statement of authority is not by itself evidence of any person's knowledge
4or notice of the limitation.
SB810,108,8 5(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
6property and contained in an effective statement of authority is conclusive in favor
7of a person that gives value in reliance on the grant, except to the extent that when
8the person gives value any of the following applies:
SB810,108,99 (a) The person has knowledge to the contrary.
SB810,108,1010 (b) The statement has been canceled or restrictively amended under sub. (2).
SB810,108,1211 (c) A limitation on the grant is contained in another statement of authority that
12became effective after the statement containing the grant became effective.
SB810,108,18 13(6) Subject to sub. (3), an effective statement of authority that grants authority
14to transfer real property held in the name of the partnership, a certified copy of which
15statement is recorded in the office of the register of deeds for the county in which the
16property is located, is conclusive in favor of a person that gives value in reliance on
17the grant without knowledge to the contrary, except to the extent that when the
18person gives value any of the following applies:
SB810,108,2119 (a) The statement has been canceled or restrictively amended under sub. (2),
20and a certified copy of the cancellation or restrictive amendment has been recorded
21in the office of the register of deeds for the county in which the property is located.
SB810,108,2522 (b) A limitation on the grant is contained in another statement of authority that
23became effective after the statement containing the grant became effective, and a
24certified copy of the later-effective statement is recorded in the office of the register
25of deeds for the county in which the property is located.
SB810,109,4
1(7) Subject to sub. (3), if a certified copy of an effective statement containing
2a limitation on the authority to transfer real property held in the name of a
3partnership is recorded in the office of the register of deeds for the county in which
4the property is located, all persons are deemed to know of the limitation.
SB810,109,7 5(8) Subject to sub. (9), an effective statement of dissolution is a cancellation of
6any filed statement of authority for the purposes of sub. (6) and is a limitation on
7authority for purposes of sub. (7).
SB810,109,11 8(9) After a statement of dissolution becomes effective, a limited partnership
9may deliver to the department for filing and, if appropriate, may record a statement
10of authority that is designated as a postdissolution statement of authority. The
11statement operates as provided in subs. (6) and (7).
SB810,109,15 12(10) Unless canceled earlier, an effective statement of authority is canceled by
13operation of law 5 years after the date on which the statement, or its most recent
14amendment or renewal, was filed. The cancellation is effective without recording
15under sub. (6) or (7).
SB810,109,17 16(11) An effective statement of denial operates as a restrictive amendment
17under this section and may be recorded by certified copy for purposes of sub. (6) (a).
SB810,109,21 18(11m) Certified copies to be recorded in the office of the register of deeds are
19to be sent by the person desiring the copies to be recorded and the department is not
20obligated to send the copies to the office of the register of deeds unless it chooses to
21undertake this responsibility.
SB810,109,24 22179.04025 Statement of denial. A person named in a filed statement of
23authority granting that person authority may deliver to the department for filing a
24statement of denial that does all of the following:
SB810,110,2
1(1) Provides the name of the limited partnership and the caption of the
2statement of authority to which the statement of denial pertains.
SB810,110,3 3(2) Denies the grant of authority.
SB810,110,8 4179.0403 Limited partnership liable for general partner's actionable
5conduct.
(1) A limited partnership is liable for loss or injury caused to a person,
6or for a penalty incurred, as a result of a wrongful act or omission, or other actionable
7conduct, of a general partner acting in the ordinary course of partnership activities
8and affairs or with the actual or apparent authority of the partnership.
SB810,110,13 9(2) If, in the course of the limited partnership's activities and affairs or while
10acting with actual or apparent authority of the partnership, a general partner
11receives or causes the partnership to receive money or property of a person not a
12partner, and the money or property is misapplied by a general partner, the
13partnership is liable for the loss.
SB810,110,17 14179.0404 General partner's liability. (1) Except as otherwise provided in
15subs. (2) and (3), all general partners are liable jointly and severally for all debts,
16obligations, and other liabilities of the limited partnership unless otherwise agreed
17by the claimant or provided by law.
SB810,110,20 18(2) A person that becomes a general partner is not personally liable for a debt,
19obligation, or other liability of the limited partnership incurred before the person
20became a general partner.
SB810,111,2 21(3) (a) A debt, obligation, or other liability of a limited partnership incurred
22while the partnership is a limited liability limited partnership is solely the debt,
23obligation, or other liability of the limited liability limited partnership. A general
24partner is not personally liable, directly or indirectly, by way of contribution or

1otherwise, for a debt, obligation, or other liability of the limited liability limited
2partnership solely by reason of being or acting as a general partner.
SB810,111,53 (b) This subsection applies despite anything inconsistent in the partnership
4agreement that existed immediately before the vote or consent required to become
5a limited liability limited partnership under s. 179.0406 (2) (b).
SB810,111,66 (c) This subsection applies regardless of the dissolution of the partnership.
SB810,111,10 7(4) The failure of a limited liability limited partnership to observe formalities
8relating to the exercise of its powers or management of its activities and affairs is not
9a ground for imposing liability on a general partner for a debt, obligation, or other
10liability of the partnership.
SB810,111,15 11(5) An amendment of a certificate of limited partnership which deletes a
12statement that the limited partnership is a limited liability limited partnership does
13not affect the limitation in this section on the liability of a general partner for a debt,
14obligation, or other liability of the limited partnership incurred before the
15amendment became effective.
SB810,111,18 16179.0405 Actions against partnership and partners. (1) To the extent not
17inconsistent with s. 179.0404, a general partner may be joined in an action against
18the limited partnership or named in a separate action.
SB810,111,21 19(2) A judgment against a limited partnership is not by itself a judgment against
20a general partner. A judgment against a partnership may not be satisfied from a
21general partner's assets unless there is also a judgment against the general partner.
SB810,111,25 22(3) A judgment creditor of a general partner may not levy execution against the
23assets of the general partner to satisfy a judgment based on a claim against the
24limited partnership unless the partner is personally liable for the claim under s.
25179.0404 and any of the following is true:
SB810,112,3
1(a) A judgment based on the same claim has been obtained against the limited
2partnership and a writ of execution on the judgment has been returned unsatisfied
3in whole or in part.
SB810,112,44 (b) The partnership is a debtor in bankruptcy.
SB810,112,65 (c) The general partner has agreed that the creditor need not exhaust
6partnership assets.
SB810,112,117 (d) A court grants permission to the judgment creditor to levy execution against
8the assets of a general partner based on a finding that partnership assets subject to
9execution are clearly insufficient to satisfy the judgment, that exhaustion of
10partnership assets is excessively burdensome, or that the grant of permission is an
11appropriate exercise of the court's equitable powers.
SB810,112,1312 (e) Liability is imposed on the general partner by law or contract independent
13of the existence of the partnership.
SB810,112,19 14179.0406 Management rights of general partner. (1) Each general
15partner has equal rights in the management and conduct of the limited partnership's
16activities and affairs. Except as otherwise provided in this chapter, any matter
17relating to the activities and affairs of the partnership is decided exclusively by the
18general partner or, if there is more than one general partner, by a majority of the
19general partners.
SB810,112,21 20(2) The affirmative vote or consent of all the partners is required to do any of
21the following:
SB810,112,2222 (a) Amend the partnership agreement.
SB810,112,2423 (b) Amend the certificate of limited partnership to add or delete a statement
24that the limited partnership is a limited liability limited partnership.
SB810,113,3
1(c) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
2limited partnership's property, with or without the good will, other than in the usual
3and regular course of the limited partnership's activities and affairs.
SB810,113,16 4(2m) Unless otherwise provided in the partnership agreement, any action that
5is to be voted on or consented to by some or all of the general partners may be taken
6without a meeting of the general partners entitled to vote or consent if all of such
7partners consent to the action. The consent shall be evidenced by one or more written
8consents describing the action, signed by each of such partners, and delivered to the
9partnership for inclusion in the partnership records. Unless otherwise provided in
10the partnership agreement, if a person, whether or not then a general partner, so
11consenting directs, whether through instruction to an agent or otherwise, that such
12consent will be effective at a future time, including a time determined upon the
13happening of an event, then the person shall be deemed to have consented as a
14partner at this future time so long as the person is then a general partner and did
15not revoke the consent prior to that time. Any such consent shall be revocable prior
16to its becoming effective.
SB810,113,19 17(3) A limited partnership shall reimburse a general partner for an advance to
18the partnership beyond the amount of capital the general partner agreed to
19contribute.
SB810,113,23 20(4) A payment or advance made by a general partner which gives rise to an
21obligation of the limited partnership under sub. (3) or s. 179.0408 (1) constitutes a
22loan to the limited partnership which accrues interest from the date of the payment
23or advance.
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