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AB566,101,2 20179.0303 No liability as limited partner for limited partnership
21obligations.
(1) A debt, obligation, or other liability of a limited partnership is not
22the debt, obligation, or other liability of a limited partner. A limited partner is not
23personally liable, directly or indirectly, by way of contribution or otherwise, for a
24debt, obligation, or other liability of the partnership solely by reason of being or
25acting as a limited partner, even if the limited partner participates in the

1management and control of the limited partnership. This subsection applies
2regardless of the dissolution of the partnership.
AB566,101,6 3(2) The failure of a limited partnership to observe formalities relating to the
4exercise of its powers or management of its activities and affairs is not a ground for
5imposing liability on a limited partner for a debt, obligation, or other liability of the
6partnership.
AB566,101,12 7179.0304 Rights to information of limited partner and person
8dissociated as limited partner.
(1) On 10 days' demand made in a record received
9by the limited partnership, a limited partner may inspect and copy required
10information during regular business hours in the limited partnership's principal
11office. The limited partner need not have any particular purpose for seeking the
12information.
AB566,101,16 13(2) During regular business hours and at a reasonable location specified by the
14limited partnership, a limited partner may inspect and copy information regarding
15the activities and affairs, financial condition, and other circumstances of the limited
16partnership as is just and reasonable if all of the following apply:
AB566,101,1817 (a) The limited partner seeks the information for a purpose reasonably related
18to the partner's interest as a limited partner.
AB566,101,2119 (b) The limited partner makes a demand in a record received by the limited
20partnership, describing with reasonable particularity the information sought and
21the purpose for seeking the information.
AB566,101,2322 (c) The information sought is directly connected to the limited partner's
23purpose.
AB566,102,3
1(3) Not later than 10 days after receiving a demand pursuant to sub. (2), the
2limited partnership shall inform, in a record, the limited partner that made the
3demand of all of the following:
AB566,102,54 (a) What information the partnership will provide in response to the demand
5and when and where the partnership will provide the information.
AB566,102,76 (b) The partnership's reasons for declining, if the partnership declines to
7provide any demanded information.
AB566,102,12 8(4) Whenever this chapter or a partnership agreement provides for a limited
9partner to vote on or give or withhold consent to a matter, before the vote is cast or
10consent is given or withheld, the limited partnership shall, without demand, provide
11the limited partner with all information that is known to the partnership and that
12is material to the limited partner's decision.
AB566,102,15 13(5) On 10 days' demand made in a record received by a limited partnership, a
14person dissociated as a limited partner may have access to information to which the
15person was entitled while a limited partner if all of the following apply:
AB566,102,1716 (a) The information pertains to the period during which the person was a
17limited partner.
AB566,102,1818 (b) The person seeks the information in good faith.
AB566,102,2019 (c) The person satisfies the requirements imposed on a limited partner by sub.
20(2).
AB566,102,22 21(6) A limited partnership shall respond to a demand made pursuant to sub. (5)
22in the manner provided in sub. (3).
AB566,102,24 23(7) A limited partnership may charge a person that makes a demand under this
24section reasonable costs of copying, limited to the costs of labor and material.
AB566,103,5
1(8) A limited partner or person dissociated as a limited partner may exercise
2the rights under this section through an agent or, in the case of an individual under
3legal disability, a legal representative. Any restriction or condition imposed by the
4partnership agreement or under sub. (10) applies both to the agent or legal
5representative and to the limited partner or person dissociated as a limited partner.
AB566,103,7 6(9) Subject to s. 179.0704, the rights under this section do not extend to a person
7as transferee.
AB566,103,14 8(10) In addition to any restriction or condition stated in its partnership
9agreement, a limited partnership, as a matter within the ordinary course of its
10activities and affairs, may impose reasonable restrictions and conditions on access
11to and use of information to be furnished under this section, including designating
12information confidential and imposing nondisclosure and safeguarding obligations
13on the recipient. In a dispute concerning the reasonableness of a restriction under
14this subsection, the partnership has the burden of proving reasonableness.
AB566,103,18 15179.0305 Limited duties of limited partners. (1) A limited partner shall
16discharge any duties to the partnership and the other partners under the
17partnership agreement and exercise any rights under this chapter or the partnership
18agreement consistently with the contractual obligation of good faith and fair dealing.
AB566,103,21 19(2) Except as otherwise provided in sub. (1), a limited partner does not have
20any duty to the limited partnership or to any other partner solely by reason of acting
21as a limited partner.
AB566,103,24 22(3) If a limited partner enters into a transaction with the limited partnership,
23the limited partner's rights and obligations arising from the transaction are the same
24as those of a person that is not a partner.
AB566,104,13
1(4m) Unless otherwise provided in the partnership agreement, any action that
2is to be voted on or consented to by some or all of the limited partners may be taken
3without a meeting of the limited partners entitled to vote or consent if all of such
4partners consent to the action. The consent shall be evidenced by one or more written
5consents describing the action, signed by each of such partners, and delivered to the
6partnership for inclusion in the partnership records. Unless otherwise provided in
7the partnership agreement, if a person, whether or not then a limited partner, so
8consenting directs, whether through instruction to an agent or otherwise, that such
9consent will be effective at a future time, including a time determined upon the
10happening of an event, then the person shall be deemed to have consented as a
11partner at this future time so long as the person is then a limited partner and did not
12revoke the consent prior to that time. Any such consent shall be revocable prior to
13its becoming effective, unless the written consent provides otherwise.
AB566,104,20 14179.0306 Person erroneously believing self to be limited partner. (1)
15Except as otherwise provided in sub. (2), a person that makes an investment in a
16business enterprise and erroneously but in good faith believes that the person has
17become a limited partner in the enterprise is not liable for the enterprise's obligations
18by reason of making the investment, receiving distributions from the enterprise, or
19exercising any rights of or appropriate to a limited partner, if, on ascertaining the
20mistake, the person does any of the following:
AB566,104,2221 (a) Causes an appropriate certificate of limited partnership, amendment, or
22statement of correction to be signed and delivered to the department for filing.
AB566,104,2523 (b) Withdraws from future participation as an owner in the enterprise by
24signing and delivering to the department for filing a statement of negation under this
25section.
AB566,105,6
1(2) A person that makes an investment described in sub. (1) is liable to the same
2extent as a general partner to any 3rd party that enters into a transaction with the
3enterprise, believing in good faith that the person is a general partner, before the
4department files a statement of negation, certificate of limited partnership,
5amendment, or statement of correction to show that the person is not a general
6partner.
AB566,105,12 7(3) If a person makes a diligent effort in good faith to comply with sub. (1) (a)
8and is unable to cause the appropriate certificate of limited partnership,
9amendment, or statement of correction to be signed and delivered to the department
10for filing, the person has the right to withdraw from the enterprise pursuant to sub.
11(1) (b) even if the withdrawal would otherwise breach an agreement with others that
12are or have agreed to become co-owners of the enterprise.
AB566,105,1313 subchapter IV
AB566,105,1414 GENERAL PARTNERS
AB566,105,17 15179.0401 Becoming general partner. (1) Upon formation of a limited
16partnership, a person becomes a general partner as agreed among the persons that
17are to be the initial partners.
AB566,105,19 18(2) After formation of a limited partnership, a person becomes a general
19partner in any of the following ways:
AB566,105,2020 (a) As provided in the partnership agreement.
AB566,105,2121 (b) As a result of a transaction effective under subch. XI.
AB566,105,2222 (c) With the affirmative vote or consent of all the partners.
AB566,105,2323 (d) As provided in s. 179.0801 (1) (c) 2.
AB566,105,24 24(3) A person may become a general partner without doing any of the following:
AB566,105,2525 (a) Acquiring a transferable interest.
AB566,106,1
1(b) Making or being obligated to make a contribution to the partnership.
AB566,106,4 2179.0402 General partner agent of limited partnership. Subject to the
3effect of a statement of partnership authority under s. 179.04023, the following rules
4apply:
AB566,106,12 5(1) Each general partner is an agent of the limited partnership for the purposes
6of its activities and affairs. An act of a general partner, including the signing of a
7record in the partnership's name, for apparently carrying on in the ordinary course
8the partnership's activities and affairs or activities and affairs of the kind carried on
9by the partnership binds the partnership, unless the general partner did not have
10authority to act for the partnership in the particular matter and the person with
11which the general partner was dealing knew or had notice that the general partner
12lacked authority.
AB566,106,16 13(2) An act of a general partner which is not apparently for carrying on in the
14ordinary course the limited partnership's activities and affairs or activities and
15affairs of the kind carried on by the partnership binds the partnership only if the act
16was actually authorized by all the other partners.
AB566,106,19 17179.04023 Statement of partnership authority. (1) (a) A limited
18partnership may deliver to the department for filing a statement of partnership
19authority.
AB566,106,2020 (b) The statement of authority must include all of the following:
AB566,106,2121 1. The name of the partnership.
AB566,106,2322 2. The street address of the partnership's registered office in this state and the
23name and e-mail address of its registered agent at that office.
AB566,107,3
1(c) With respect to any position that exists in or with respect to the partnership,
2the statement of authority may state the authority, or limitations on the authority,
3of all persons holding the position to do any of the following:
AB566,107,54 1. Sign an instrument transferring real property held in the name of the
5partnership.
AB566,107,76 2. Enter into other transactions on behalf of, or otherwise act for or bind, the
7partnership.
AB566,107,98 (d) The statement of authority may state the authority, or limitations on the
9authority, of a specific person to do any of the following:
AB566,107,1110 1. Sign an instrument transferring real property held in the name of the
11partnership.
AB566,107,1312 2. Enter into other transactions on behalf of, or otherwise act for or bind, the
13partnership.
AB566,107,16 14(2) To amend or cancel a statement of authority filed by the department, a
15limited partnership must deliver to the department for filing an amendment or
16cancellation stating all of the following:
AB566,107,1717 (a) The name of the partnership.
AB566,107,1918 (b) The street address of the partnership's registered office in this state and the
19name and e-mail address of its registered agent at that office.
AB566,107,2020 (c) The date the statement being affected became effective.
AB566,107,2221 (d) The contents of the amendment or a declaration that the statement is
22canceled.
AB566,108,2 23(2m) (a) A statement of authority is renewable for successive 5-year periods.
24To renew a statement of authority filed by the department, a partnership must

1deliver to the department for filing, during the 3 months before the cancellation
2would occur under sub. (10), a statement of renewal that includes all of the following:
AB566,108,33 1. The name of the partnership.
AB566,108,54 2. The street address of the partnership's registered office in this state and the
5name and e-mail address of its registered agent at that office.
AB566,108,66 3. The statement of authority being affected.
AB566,108,77 4. A declaration that the statement of authority is being renewed.
AB566,108,108 (b) When filed, a statement of renewal that complies with par. (a) renews the
9statement of authority for a 5-year period commencing with the date of filing of the
10statement of renewal.
AB566,108,12 11(3) A statement of authority affects only the power of a person to bind a
12partnership to persons that are not partners.
AB566,108,16 13(4) Subject to sub. (3) and s. 179.0103 (4) (cr), and except as otherwise provided
14in subs. (6) to (8), a limitation on the authority of a person or a position contained in
15an effective statement of authority is not by itself evidence of any person's knowledge
16or notice of the limitation.
AB566,108,20 17(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
18property and contained in an effective statement of authority is conclusive in favor
19of a person that gives value in reliance on the grant, except to the extent that when
20the person gives value any of the following applies:
AB566,108,2121 (a) The person has knowledge to the contrary.
AB566,108,2222 (b) The statement has been canceled or restrictively amended under sub. (2).
AB566,108,2423 (c) A limitation on the grant is contained in another statement of authority that
24became effective after the statement containing the grant became effective.
AB566,109,6
1(6) Subject to sub. (3), an effective statement of authority that grants authority
2to transfer real property held in the name of the partnership, a certified copy of which
3statement is recorded in the office of the register of deeds for the county in which the
4property is located, is conclusive in favor of a person that gives value in reliance on
5the grant without knowledge to the contrary, except to the extent that when the
6person gives value any of the following applies:
AB566,109,97 (a) The statement has been canceled or restrictively amended under sub. (2),
8and a certified copy of the cancellation or restrictive amendment has been recorded
9in the office of the register of deeds for the county in which the property is located.
AB566,109,1310 (b) A limitation on the grant is contained in another statement of authority that
11became effective after the statement containing the grant became effective, and a
12certified copy of the later-effective statement is recorded in the office of the register
13of deeds for the county in which the property is located.
AB566,109,17 14(7) Subject to sub. (3), if a certified copy of an effective statement containing
15a limitation on the authority to transfer real property held in the name of a
16partnership is recorded in the office of the register of deeds for the county in which
17the property is located, all persons are deemed to know of the limitation.
AB566,109,20 18(8) Subject to sub. (9), an effective statement of dissolution is a cancellation of
19any filed statement of authority for the purposes of sub. (6) and is a limitation on
20authority for purposes of sub. (7).
AB566,109,24 21(9) After a statement of dissolution becomes effective, a limited partnership
22may deliver to the department for filing and, if appropriate, may record a statement
23of authority that is designated as a postdissolution statement of authority. The
24statement operates as provided in subs. (6) and (7).
AB566,110,4
1(10) Unless canceled earlier, an effective statement of authority is canceled by
2operation of law 5 years after the date on which the statement, or its most recent
3amendment or renewal, was filed. The cancellation is effective without recording
4under sub. (6) or (7).
AB566,110,6 5(11) An effective statement of denial operates as a restrictive amendment
6under this section and may be recorded by certified copy for purposes of sub. (6) (a).
AB566,110,10 7(11m) Certified copies to be recorded in the office of the register of deeds are
8to be sent by the person desiring the copies to be recorded and the department is not
9obligated to send the copies to the office of the register of deeds unless it chooses to
10undertake this responsibility.
AB566,110,13 11179.04025 Statement of denial. A person named in a filed statement of
12authority granting that person authority may deliver to the department for filing a
13statement of denial that does all of the following:
AB566,110,15 14(1) Provides the name of the limited partnership and the caption of the
15statement of authority to which the statement of denial pertains.
AB566,110,16 16(2) Denies the grant of authority.
AB566,110,21 17179.0403 Limited partnership liable for general partner's actionable
18conduct.
(1) A limited partnership is liable for loss or injury caused to a person,
19or for a penalty incurred, as a result of a wrongful act or omission, or other actionable
20conduct, of a general partner acting in the ordinary course of partnership activities
21and affairs or with the actual or apparent authority of the partnership.
AB566,111,2 22(2) If, in the course of the limited partnership's activities and affairs or while
23acting with actual or apparent authority of the partnership, a general partner
24receives or causes the partnership to receive money or property of a person not a

1partner, and the money or property is misapplied by a general partner, the
2partnership is liable for the loss.
AB566,111,6 3179.0404 General partner's liability. (1) Except as otherwise provided in
4subs. (2) and (3), all general partners are liable jointly and severally for all debts,
5obligations, and other liabilities of the limited partnership unless otherwise agreed
6by the claimant or provided by law.
AB566,111,9 7(2) A person that becomes a general partner is not personally liable for a debt,
8obligation, or other liability of the limited partnership incurred before the person
9became a general partner.
AB566,111,15 10(3) (a) A debt, obligation, or other liability of a limited partnership incurred
11while the partnership is a limited liability limited partnership is solely the debt,
12obligation, or other liability of the limited liability limited partnership. A general
13partner is not personally liable, directly or indirectly, by way of contribution or
14otherwise, for a debt, obligation, or other liability of the limited liability limited
15partnership solely by reason of being or acting as a general partner.
AB566,111,1816 (b) This subsection applies despite anything inconsistent in the partnership
17agreement that existed immediately before the vote or consent required to become
18a limited liability limited partnership under s. 179.0406 (2) (b).
AB566,111,1919 (c) This subsection applies regardless of the dissolution of the partnership.
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