(2) To the extent the partnership agreement does not provide for a matter described in sub. (1), this chapter governs the matter.
(3) A partnership agreement may not do any of the following:
(a) Vary the law applicable under ss. 179.0104 and 179.0112.
(b) Vary a limited partnership's capacity under s. 179.0111 to sue and be sued in its own name.
(c) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:
1. Registered agents, except to require some form of vote or consent of the partners notwithstanding s. 179.0118 (2).
2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.
(d) Vary the provisions of s. 179.0204.
(e) Vary the right of a general partner under s. 179.0406 (2) (b) with respect to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership.
(f) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4).
(g) Eliminate the contractual obligation of good faith and fair dealing under ss. 179.0305 (1) and 179.0409 (4), but the partnership agreement may, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation.
(h) Relieve or exonerate a partner from liability for conduct that constitutes any of the following:
1. A willful failure to deal fairly with the limited partnership or its partners in connection with a matter in which the partner has a material conflict of interest.
2. A violation of the criminal law, unless the partner had reasonable cause to believe that the partner's conduct was lawful or no reasonable cause to believe that the partner's conduct was unlawful.
3. A transaction from which the partner derived an improper personal profit.
4. Willful misconduct.
(i) Vary the information required under s. 179.0108 or unreasonably restrict the duties and rights under s. 179.0304 or 179.0407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages and security, for a breach of any reasonable restriction on use.
(j) Vary the grounds for expulsion stated in s. 179.0603 (5) (b).
(k) Unless the partnership is a limited liability limited partnership, vary the power of a person to dissociate as a general partner under s. 179.0604 (1), except to require that the notice under s. 179.0603 (1) be in a record and to not unreasonably specify how the notice must be given.
(L) Vary the causes of dissolution specified in s. 179.0801 (1) (f).
(m) Vary the requirement to wind up the limited partnership's activities and affairs as specified in s. 179.0802 (1), (2) (a), and (4).
(n) Unreasonably restrict the right of a partner to maintain an action under subch. IX.
(o) Vary the provisions of s. 179.0905, but the partnership agreement may provide that the partnership may not have a special litigation committee.
(p) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 179.1123 (1), 179.1133 (1), 179.1143 (1), or 179.1153 (1), except by written provision in the partnership agreement that does not impair the rights of the partner under s. 179.1161.
(pm) Impair the rights of a partner under s. 179.1161, except to require that the notice of acceptance under s. 179.1161 (2) be in a record or be given within fewer than 60, but not fewer than 10, days of receipt of the offer.
(q) Vary the required contents of a plan of merger under s. 179.1122, plan of interest exchange under s. 179.1132, plan of conversion under s. 179.1142, or plan of domestication under s. 179.1152.
(r) Except as otherwise provided in ss. 179.0106 and 179.0107 (2), restrict the rights under this chapter of a person other than a partner.
(4) Subject to sub. (3) (h), without limiting other terms that may be included in a partnership agreement, the following rules apply:
(a) The partnership agreement may do any of the following:
1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
2. Alter the prohibition in s. 179.0504 (1) (b) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities.
(b) If not manifestly unreasonable, the partnership agreement may do any of the following:
1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty of loyalty stated in s. 179.0409 (2).
2. Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing.
3. Alter the duty of care.
4. Alter or eliminate any other fiduciary duty.
(5) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under sub. (3) (g) or (4) (b). The court shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time. The court may invalidate the term only if, in light of the purposes and activities and affairs of the limited partnership, it is readily apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term's objective.
179.0106 Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement. (1) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(2) A person that becomes a partner is deemed to assent to the partnership agreement.
(3) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
179.0107 Partnership agreement; effect on 3rd parties and relationship to records effective on behalf of limited partnership. (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 179.0703 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner.
(b) The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(3) If a record delivered by a limited partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 179.0105 (3) or (4) (b) if contained in the partnership agreement, the provision is ineffective in the record.
(4) Subject to sub. (3), if a record delivered by a limited partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply:
(a) The agreement prevails as to partners, persons dissociated as partners, and transferees.
(b) The record prevails as to other persons to the extent they reasonably rely on the record.
179.0108 Required information. A limited partnership shall maintain all of the following information:
(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed.
(3) A copy of any filed articles of merger, interest exchange, conversion, or domestication.
(4) A copy of the partnership's federal, state, and local income tax returns, if any, for the 3 most recent years.
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.
(6) A copy of the financial statements of the partnership, if any, for the 3 most recent years.
(7) A copy of the 3 most recent annual reports delivered by the partnership to the department pursuant to s. 179.0212.
(8) A copy of any record made by the partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.
(9) Unless contained in a partnership agreement made in a record, a record stating all of the following:
(a) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner.
(b) The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each partner are to be made.
(c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity.
(d) Any events upon the occurrence of which the partnership is to be dissolved and its activities and affairs wound up.
179.0109 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
179.0110 Nature, purpose, and duration of limited partnership. (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(2) A limited partnership may have any lawful purpose, regardless of whether for profit.
(3) A limited partnership has perpetual duration.
179.0111 Powers. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
179.0112 Applicability. (1) This chapter applies to a limited partnership formed on or after January 1, 2023.
(2) On January 1, 2023, this chapter applies to a limited partnership formed before January 1, 2023, except as follows:
(a) If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between the effective date of this paragraph .... [LRB inserts date], and January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207.
(b) If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2023, the limited partnership shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. The limited partnership shall instead be and remain subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207.
(c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited partnership shall be irrevocable upon such filing.
(d) Upon this chapter becoming applicable with respect to a limited partnership, all of the following apply:
1. This chapter shall not, and the corresponding provisions of ch. 179, 2019 stats., shall, be applicable with respect to obligations incurred by the limited partnership prior to such applicability.
2. Any provisions of a partnership agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the limited partnership shall continue to be valid and applicable to the extent allowed under prior law.
179.0113 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
179.0114 Permitted names. (1) The name of a limited partnership may contain the name of any partner.
(2) The name of a limited partnership that is not a limited liability limited partnership must contain the words “limited partnership," or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LP" or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation, and may not contain the phrase “limited liability limited partnership," or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LLLP" or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation.
(3) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership," or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LLLP" or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation, and may not contain the words “limited partnership” other than in the phrase “limited liability limited partnership” or the abbreviation “LP" other than in the abbreviation “LLLP.”
(4) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the department from all of the following:
(a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.
(b) Any name of a limited liability partnership whose statement of qualification is in effect.
(c) Any name under which a person is registered to do business in this state by a filing of a record by the department.
(d) Any name that is reserved under s. 179.0115 or other law of this state providing for the reservation of a name by a filing of a record by the department.
(e) Any name that is registered under s. 179.0116 or other law of this state providing for the registration of a name by a filing of a record by the department.
(4m) A limited partnership or foreign limited partnership may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (4). The department shall authorize use of the name applied for if any of the following occurs:
(a) The corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association that has or has registered or reserved the name consents in writing to the use and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.
(b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(6) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “Corp.," “incorporated," “service corporation,” “
SC,” “Inc.," “Limited," “Ltd.," “limited partnership," “
LP," “limited liability partnership," “LLP," “limited liability limited partnership," “LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.
