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AB566,63,19 18(17) “Property" means all property, whether real, personal, or mixed or tangible
19or intangible, or any right or interest therein.
AB566,63,22 20(18) “Record," used as a noun, means information that is inscribed on a tangible
21medium or that is stored in an electronic or other medium and is retrievable in
22perceivable form.
AB566,63,25 23(19) “Registered agent" means an agent of a limited partnership or foreign
24limited partnership that is authorized to receive service of any process, notice, or
25demand required or permitted by law to be served on the partnership.
AB566,64,3
1(20) “Registered foreign limited partnership" means a foreign limited
2partnership that is registered to do business in this state pursuant to a statement
3of registration filed by the department.
AB566,64,5 4(21) “Required information" means the information that a limited partnership
5is required to maintain under s. 179.0108.
AB566,64,7 6(22) “Sign" means, with present intent to authenticate or adopt a record, any
7of the following:
AB566,64,88 (a) To execute or adopt a tangible symbol.
AB566,64,109 (b) To attach to or logically associate with the record an electronic symbol,
10sound, or process.
AB566,64,13 11(23) “State" means a state of the United States, the District of Columbia,
12Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject
13to the jurisdiction of the United States.
AB566,64,14 14(24) “Transfer" includes all of the following:
AB566,64,1515 (a) An assignment.
AB566,64,1616 (b) A conveyance.
AB566,64,1717 (c) A sale.
AB566,64,1818 (d) A lease.
AB566,64,1919 (e) An encumbrance, including a mortgage or security interest.
AB566,64,2020 (f) A gift.
AB566,64,2121 (g) A transfer by operation of law.
AB566,65,2 22(25) “Transferable interest" means the right, as initially owned by a person in
23the person's capacity as a partner, to receive distributions from a limited
24partnership, whether or not the person remains a partner or continues to own any

1part of the right. The term applies to any fraction of the interest, by whomever
2owned.
AB566,65,6 3(26) “Transferee" means a person to which all or part of a transferable interest
4has been transferred, whether or not the transferor is a partner. The term includes
5a person that owns a transferable interest under s. 179.0602 (1) (c) or 179.0605 (1)
6(d).
AB566,65,8 7179.0103 Knowledge; notice. (1) A person knows a fact if any of the
8following applies:
AB566,65,99 (a) The person has actual knowledge of the fact.
AB566,65,1010 (b) The person is deemed to know the fact under law other than this chapter.
AB566,65,1111 (c) The person is deemed to know the fact under sub. (4) (cr).
AB566,65,12 12(2) A person has notice of a fact if any of the following applies:
AB566,65,1413 (a) The person has reason to know the fact from all the facts known to the
14person at the time in question.
AB566,65,1515 (b) The person is deemed to have notice of the fact under sub. (3) or (4).
AB566,65,19 16(3) A certificate of limited partnership on file in the office of the department
17is notice that the partnership is a limited partnership and the persons designated in
18the certificate as general partners are general partners. Except as otherwise
19provided in sub. (4), the certificate is not notice of any other fact.
AB566,65,24 20(4) (a) A person not a partner is deemed to have notice of another person's
21dissociation as a general partner 90 days after an amendment to the certificate of
22limited partnership that states that the other person has dissociated becomes
23effective or 90 days after a statement of dissociation pertaining to the other person
24becomes effective, whichever occurs first.
AB566,66,2
1(b) A person not a partner is deemed to have notice of all of the following as
2follows:
AB566,66,53 1. A limited partnership's dissolution 90 days after an amendment to the
4certificate of limited partnership stating that the limited partnership is dissolved
5becomes effective.
AB566,66,76 2. A limited partnership's termination 90 days after a statement of termination
7under s. 179.0802 (2) (b) 6. becomes effective.
AB566,66,108 3. A limited partnership's participation in a merger, interest exchange,
9conversion, or domestication, 90 days after the articles of merger, interest exchange,
10conversion, or domestication under subch. XI become effective.
AB566,66,1211 (cr) A person not a partner is deemed to know of a limitation on authority to
12transfer real property as provided in s. 179.04023 (7).
AB566,66,15 13(5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking
14steps reasonably required to inform the other person in ordinary course, whether or
15not those steps cause the other person to know the fact.
AB566,66,23 16(6) Except for a transferor partner's notice or knowledge of the transfer under
17s. 179.0702 (5) or a withdrawing partner's notice or knowledge of the withdrawal
18under s. 179.0601 (2) (a) or 179.0603 (1), a general partner's knowledge or notice of
19a fact relating to the limited partnership is effective immediately as knowledge of or
20notice to the partnership, except in the case of a fraud on the partnership committed
21by or with the consent of the general partner. A limited partner's knowledge or notice
22of a fact relating to the partnership is not effective as knowledge of or notice to the
23partnership.
AB566,67,3
1(7m) This subsection applies to notice that is required under this chapter and
2that is made subject to this subsection by express reference to this subsection.
3Written notice is effective at the earliest of the following:
AB566,67,44 (a) When received.
AB566,67,65 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
6addressed.
AB566,67,97 (c) On the date shown on the return receipt, if sent by registered or certified
8mail, return receipt requested, and the receipt is signed by or on behalf of the
9addressee.
AB566,67,1110 (d) For notices from the department, upon successful transmission by e-mail
11as provided in this chapter.
AB566,67,13 12179.0104 Governing law. (1) The law of this state governs all of the
13following:
AB566,67,1414 (a) The internal affairs of a limited partnership.
AB566,67,1615 (b) The liability of a partner as partner for a debt, obligation, or other liability
16of a limited partnership.
AB566,67,19 17(2m) The fact that one or more of the partners of a partnership are, or are not,
18subject to tax on the income of the partnership shall have no effect on the application
19of the law of this state under sub. (1).
AB566,67,23 20(3m) The partnership agreement may require, consistent with applicable
21jurisdictional requirements, that any or all claims involving the application of the
22law of this state under sub. (1) shall be brought solely and exclusively in the courts
23of this state.
AB566,68,3
1179.0105 Partnership agreement; scope, function, and limitations. (1)
2Except as otherwise provided in subs. (3) and (4), the partnership agreement governs
3all of the following:
AB566,68,54 (a) Relations among the partners as partners and between the partners and the
5limited partnership.
AB566,68,76 (b) The activities and affairs of the partnership and the conduct of those
7activities and affairs.
AB566,68,88 (c) The means and conditions for amending the partnership agreement.
AB566,68,109 (d) Mergers, interest exchanges, conversions, and domestications under subch.
10XI.
AB566,68,12 11(2) To the extent the partnership agreement does not provide for a matter
12described in sub. (1), this chapter governs the matter.
AB566,68,13 13(3) A partnership agreement may not do any of the following:
AB566,68,1414 (a) Vary the law applicable under ss. 179.0104 and 179.0112.
AB566,68,1615 (b) Vary a limited partnership's capacity under s. 179.0111 to sue and be sued
16in its own name.
AB566,68,1817 (c) Vary any requirement, procedure, or other provision of this chapter
18pertaining to any of the following:
AB566,68,2019 1. Registered agents, except to require some form of vote or consent of the
20partners notwithstanding s. 179.0118 (2).
AB566,68,2221 2. The department, including provisions pertaining to records authorized or
22required to be delivered to the department for filing under this chapter.
AB566,68,2323 (d) Vary the provisions of s. 179.0204.
AB566,69,3
1(e) Vary the right of a general partner under s. 179.0406 (2) (b) with respect to
2an amendment to the certificate of limited partnership which deletes a statement
3that the limited partnership is a limited liability limited partnership.
AB566,69,54 (f) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty
5or the duty of care, except as otherwise provided in sub. (4).
AB566,69,96 (g) Eliminate the contractual obligation of good faith and fair dealing under ss.
7179.0305 (1) and 179.0409 (4), but the partnership agreement may, if not manifestly
8unreasonable, prescribe the standards by which the performance of the obligation is
9to be measured or restrict remedies for breach of the obligation.
AB566,69,1110 (h) Relieve or exonerate a partner from liability for conduct that constitutes any
11of the following:
AB566,69,1312 1. A willful failure to deal fairly with the limited partnership or its partners in
13connection with a matter in which the partner has a material conflict of interest.
AB566,69,1614 2. A violation of the criminal law, unless the partner had reasonable cause to
15believe that the partner's conduct was lawful or no reasonable cause to believe that
16the partner's conduct was unlawful.
AB566,69,1717 3. A transaction from which the partner derived an improper personal profit.
AB566,69,1818 4. Willful misconduct.
AB566,69,2319 (i) Vary the information required under s. 179.0108 or unreasonably restrict
20the duties and rights under s. 179.0304 or 179.0407, but the partnership agreement
21may impose reasonable restrictions on the availability and use of information
22obtained under those sections and may define appropriate remedies, including
23liquidated damages and security, for a breach of any reasonable restriction on use.
AB566,69,2424 (j) Vary the grounds for expulsion stated in s. 179.0603 (5) (b).
AB566,70,4
1(k) Unless the partnership is a limited liability limited partnership, vary the
2power of a person to dissociate as a general partner under s. 179.0604 (1), except to
3require that the notice under s. 179.0603 (1) be in a record and to not unreasonably
4specify how the notice must be given.
AB566,70,55 (L) Vary the causes of dissolution specified in s. 179.0801 (1) (f).
AB566,70,76 (m) Vary the requirement to wind up the limited partnership's activities and
7affairs as specified in s. 179.0802 (1), (2) (a), and (4).
AB566,70,98 (n) Unreasonably restrict the right of a partner to maintain an action under
9subch. IX.
AB566,70,1110 (o) Vary the provisions of s. 179.0905, but the partnership agreement may
11provide that the partnership may not have a special litigation committee.
AB566,70,1512 (p) Vary the right of a partner to approve a merger, interest exchange,
13conversion, or domestication under s. 179.1123 (1), 179.1133 (1), 179.1143 (1), or
14179.1153 (1), except by written provision in the partnership agreement that does not
15impair the rights of the partner under s. 179.1161.
AB566,70,1816 (pm) Impair the rights of a partner under s. 179.1161, except to require that
17the notice of acceptance under s. 179.1161 (2) be in a record or be given within fewer
18than 60, but not fewer than 10, days of receipt of the offer.
AB566,70,2119 (q) Vary the required contents of a plan of merger under s. 179.1122, plan of
20interest exchange under s. 179.1132, plan of conversion under s. 179.1142, or plan
21of domestication under s. 179.1152.
AB566,70,2322 (r) Except as otherwise provided in ss. 179.0106 and 179.0107 (2), restrict the
23rights under this chapter of a person other than a partner.
AB566,70,25 24(4) Subject to sub. (3) (h), without limiting other terms that may be included
25in a partnership agreement, the following rules apply:
AB566,71,1
1(a) The partnership agreement may do any of the following:
AB566,71,42 1. Specify the method by which a specific act or transaction that would
3otherwise violate the duty of loyalty may be authorized or ratified by one or more
4disinterested and independent persons after full disclosure of all material facts.
AB566,71,65 2. Alter the prohibition in s. 179.0504 (1) (b) so that the prohibition requires
6only that the partnership's total assets not be less than the sum of its total liabilities.
AB566,71,87 (b) If not manifestly unreasonable, the partnership agreement may do any of
8the following:
AB566,71,109 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty
10of loyalty stated in s. 179.0409 (2).
AB566,71,1211 2. Identify specific types or categories of activities that do not violate the duty
12of loyalty or the contractual obligation of good faith and fair dealing.
AB566,71,1313 3. Alter the duty of care.
AB566,71,1414 4. Alter or eliminate any other fiduciary duty.
AB566,71,22 15(5) The court shall decide as a matter of law whether a term of a partnership
16agreement is manifestly unreasonable under sub. (3) (g) or (4) (b). The court shall
17make its determination as of the time the challenged term became part of the
18partnership agreement and by considering only circumstances existing at that time.
19The court may invalidate the term only if, in light of the purposes and activities and
20affairs of the limited partnership, it is readily apparent that the objective of the term
21is unreasonable or that the term is an unreasonable means to achieve the term's
22objective.
AB566,72,2 23179.0106 Partnership agreement; effect on limited partnership and
24person becoming partner; preformation agreement.
(1) A limited

1partnership is bound by and may enforce the partnership agreement, whether or not
2the partnership has itself manifested assent to the agreement.
AB566,72,4 3(2) A person that becomes a partner is deemed to assent to the partnership
4agreement.
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