general provisions
179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Limited Partnership Law."
179.0102 Definitions. In this chapter:
(1g) “Business" includes every trade, occupation, and profession.
(1m) “Certificate of limited partnership" means the certificate required by s. 179.0201. The term includes the certificate as amended or restated.
(2) “Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 179.0501 which is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner.
(3) “Debtor in bankruptcy" means a person that is the subject of any of the following:
(a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.
(b) A comparable order under federal, state, or foreign law governing insolvency.
(3m) “Department" means the department of financial institutions.
(4) (a) Except as provided in par. (b), “distribution" means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term includes all of the following:
1. A redemption or other purchase by a limited partnership of a transferable interest.
2. A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's activities and affairs or have access to records or other information concerning the partnership's activities and affairs.
(b) “Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.
(4c) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.
(4j) “Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(4p) “Entity" means a person other than an individual.
(4t) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.
(5) “Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign limited partnership under a provision similar to s. 179.0404 (3).
(6) “Foreign limited partnership" means an association that would be a limited partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability limited partnership.
(6m) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.
(7) “General partner" means a person that satisfies all of the following:
(a) The person has become a general partner under s. 179.0401 or was a general partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112.
(b) The person has not dissociated as a general partner under s. 179.0603.
(7m) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 179.0104 or the corresponding applicable law with respect to entities other than domestic limited partnerships.
(8) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(8m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.
(10) “Limited liability limited partnership," except in the phrase “foreign limited liability limited partnership," or “domestic limited liability limited partnership” means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.
(11) “Limited partner" means a person that satisfies all of the following:
(a) The person has become a limited partner under s. 179.0301 or was a limited partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112.
(b) The person has not dissociated under s. 179.0601.
(12) “Limited partnership," except in the phrase “foreign limited partnership," or “domestic limited partnership” means an entity which was formed under this chapter or became subject to this chapter and which is still subject to this chapter. The term includes a limited liability limited partnership.
(13) “Partner" means a limited partner or general partner.
(14) “Partnership agreement" means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in s. 179.0105 (1). The term includes the agreement as amended or restated.
(15) “Person" means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(16) “Principal office" means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state.
(17) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(18) “Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(19) “Registered agent" means an agent of a limited partnership or foreign limited partnership that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.
(20) “Registered foreign limited partnership" means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the department.
(21) “Required information" means the information that a limited partnership is required to maintain under s. 179.0108.
(22) “Sign" means, with present intent to authenticate or adopt a record, any of the following:
(a) To execute or adopt a tangible symbol.
(b) To attach to or logically associate with the record an electronic symbol, sound, or process.
(23) “State" means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(24) “Transfer" includes all of the following:
(a) An assignment.
(b) A conveyance.
(c) A sale.
(d) A lease.
(e) An encumbrance, including a mortgage or security interest.
(f) A gift.
(g) A transfer by operation of law.
(25) “Transferable interest" means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(26) “Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under s. 179.0602 (1) (c) or 179.0605 (1) (d).
179.0103 Knowledge; notice.
(1) A person knows a fact if any of the following applies:
(a) The person has actual knowledge of the fact.
(b) The person is deemed to know the fact under law other than this chapter.
(c) The person is deemed to know the fact under sub. (4) (cr).
(2) A person has notice of a fact if any of the following applies:
(a) The person has reason to know the fact from all the facts known to the person at the time in question.
(b) The person is deemed to have notice of the fact under sub. (3) or (4).
(3) A certificate of limited partnership on file in the office of the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in sub. (4), the certificate is not notice of any other fact.
(4) (a) A person not a partner is deemed to have notice of another person's dissociation as a general partner 90 days after an amendment to the certificate of limited partnership that states that the other person has dissociated becomes effective or 90 days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first.
(b) A person not a partner is deemed to have notice of all of the following as follows:
1. A limited partnership's dissolution 90 days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective.
2. A limited partnership's termination 90 days after a statement of termination under s. 179.0802 (2) (b) 6. becomes effective.
3. A limited partnership's participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. XI become effective.
(cr) A person not a partner is deemed to know of a limitation on authority to transfer real property as provided in s. 179.04023 (7).
(5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(6) Except for a transferor partner's notice or knowledge of the transfer under s. 179.0702 (5) or a withdrawing partner's notice or knowledge of the withdrawal under s. 179.0601 (2) (a) or 179.0603 (1), a general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
(7m) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:
(a) When received.
(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.
179.0104 Governing law. (1) The law of this state governs all of the following:
(a) The internal affairs of a limited partnership.
(b) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
(2m) The fact that one or more of the partners of a partnership are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1).
(3m) The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1) shall be brought solely and exclusively in the courts of this state.
179.0105 Partnership agreement; scope, function, and limitations. (1) Except as otherwise provided in subs. (3) and (4), the partnership agreement governs all of the following:
(a) Relations among the partners as partners and between the partners and the limited partnership.
(b) The activities and affairs of the partnership and the conduct of those activities and affairs.
(c) The means and conditions for amending the partnership agreement.
(d) Mergers, interest exchanges, conversions, and domestications under subch. XI.
(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.
