3. If the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner.
(f) On application by a partner, the entry by the circuit court of an order dissolving the partnership on any of the following grounds:
1. That the conduct of all or substantially all the partnership's activities and affairs is unlawful.
2. That it is not reasonably practicable to carry on the partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement.
(g) The signing and filing of a notice of administrative dissolution by the department under s. 179.0811.
(2) If an event occurs that imposes a deadline on a limited partnership under sub. (1) and, before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under sub. (1), all of the following apply:
(a) The occurrence of the second event does not affect the deadline caused by the first event.
(b) The partnership's meeting of the requirements of the first deadline does not extend the second deadline.
179.0802 Winding up. (1) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in s. 179.0803, the partnership continues after dissolution only for the purpose of winding up.
(2) (a) In winding up its activities and affairs, a limited partnership shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership.
(b) In winding up its activities and affairs, a limited partnership may do any of the following:
1. Amend its certificate of limited partnership to state that the partnership is dissolved.
2. Preserve the partnership's activities and affairs and property as a going concern for a reasonable time.
3. Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.
4. Transfer the partnership's property.
5. Settle disputes by mediation or arbitration.
6. Deliver to the department for filing a statement of termination stating the name of the partnership and that the partnership is terminated.
7. Perform other acts necessary or appropriate to the winding up.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. All of the following apply to a person appointed under this subsection:
(a) The person has the powers of a general partner under s. 179.0804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership's activities and affairs.
(b) The person shall deliver promptly to the department for filing an amendment to the partnership's certificate of limited partnership stating all of the following:
1. That the partnership does not have a general partner.
2. The name and street and mailing addresses of the person.
3. That the person has been appointed pursuant to this subsection to wind up the partnership.
(4) On the application of a partner, the circuit court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership's activities and affairs, if any of the following applies:
(a) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to sub. (3).
(b) The applicant establishes other good cause.
179.0803 Rescinding dissolution. (1) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the circuit court has entered an order under s. 179.0801 (1) (f) dissolving the partnership, or the department has dissolved the partnership under s. 179.0811.
(2) Rescinding dissolution under this section requires all of the following:
(a) The affirmative vote or consent of each partner.
(b) If the limited partnership has delivered to the department for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved, delivery to the department for filing of one of the following:
1. If the amendment has not become effective, a statement of withdrawal under s. 179.0208 applicable to the amendment.
2. If the amendment has become effective, an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(3) If a limited partnership rescinds its dissolution, all of the following apply:
(a) Subject to par. (c), the partnership resumes carrying on its activities and affairs as if dissolution had never occurred.
(b) Subject to par. (c), the rescission relates back to and takes effect as of the effective date of the dissolution.
(c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the rescission are not adversely affected.
179.0804 Power to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act with respect to a transaction with another party after dissolution if any of the following applies:
(a) The act is appropriate for winding up the partnership's activities and affairs, unless the partner did not have authority to act for the partnership in the particular matter and the party with which the partner was dealing knew or had notice that the partner lacked authority.
(b) The act would have bound the partnership under s. 179.0402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership with respect to a transaction with another party through an act occurring after dissolution if all of the following apply:
(a) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.
(b) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(c) The act is appropriate for winding up the partnership's activities and affairs, or the act would have bound the partnership under s. 179.0402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
179.0805 Liability after dissolution of general partner and person dissociated as general partner. (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable to all of the following:
(a) The partnership, for any damage caused to the partnership arising from the obligation.
(b) If another general partner or person dissociated as a general partner is liable for the obligation, that other general partner or person, for any damage caused to that other general partner or person arising from the liability.
(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under s. 179.0804 (2), the person is liable to all of the following:
(a) The partnership, for any damage caused to the partnership arising from the obligation.
(b) If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the obligation.
179.0806 Known claims against dissolved limited partnership. (1) Except as otherwise provided in sub. (4), a dissolved limited partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3).
(2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must do all of the following:
(a) Specify the information required to be included in a claim.
(b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent.
(c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is effective under s. 179.0103 (7m).
(d) State that the claim will be barred if not received by the deadline.
(e) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 179.0404.
(3) A claim against a dissolved limited partnership is barred if the claim is a known claim and the notice requirements of sub. (2) are met with respect to the claim and any of the following applies:
(a) The claim is not received by the specified deadline.
(b) If the claim is timely received but rejected by the partnership, all of the following apply:
1. The partnership notifies the claimant in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the notice is effective under s. 179.0103 (7m).
2. The claimant does not commence the required action within 90 days after the notice of rejection is effective under s. 179.0103 (7m).
(4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.
(4r) The provisions of s. 179.0103 (7m) shall apply to notices under this section.
179.0807 Claims against dissolved limited partnership generally. (1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims, whether known or unknown, against the partnership to present them in accordance with the notice.
(2) A notice under sub. (1) must satisfy all of the following:
(a) It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the partnership's registered office is or was last located.
(b) It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.
(c) It must state that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice.
(d) Unless the partnership has been throughout its existence a limited liability limited partnership, it must state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on s. 179.0404.
(3) If a dissolved limited partnership publishes a notice in accordance with sub. (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 2 years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under s. 179.0806.
(b) A claimant whose claim was timely sent to the partnership but not acted on.
(c) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(4) A claim not barred under this section or s. 179.0806 may be enforced against any of the following:
(a) A dissolved limited partnership, to the extent of its undistributed assets.
(b) Except as otherwise provided in s. 179.0808, if assets of the partnership have been distributed after dissolution, a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
(c) Any person liable on the claim under s. 179.0404 or 179.0607.
179.0808 Court proceedings. (1) A dissolved limited partnership that has published a notice under s. 179.0807 may file an application with the circuit court in the county in this state where the partnership's principal office is located or, if the principal office is not located in this state, where the partnership's registered office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 179.0807.
(2) Not later than 10 days after the filing of an application under sub. (1), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership.
(3) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(4) A dissolved limited partnership that provides security in the amount and form ordered by the court under sub. (1) satisfies the partnership's obligations with respect to claims that are contingent, are not known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
179.0809 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under s. 179.0806, 179.0807, or 179.0808, any corresponding claim under s. 179.0404 or 179.0607 is also barred.
179.0810 Disposition of assets in winding up; when contributions required. (1) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, including partners that are creditors.
(2) After a limited partnership complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 179.0703:
(a) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions.
(b) Among persons owning transferable interests, in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership.
(3) If a limited partnership's assets are insufficient to satisfy all its obligations under sub. (1), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply:
(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under s. 179.0607 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred.
