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AB854,99,53 (b) A registered foreign limited partnership shall deliver its annual report to
4the department during the first calendar quarter of each year following the calendar
5year in which the foreign limited partnership registered to do business in this state.
AB854,99,11 6(4) If an annual report does not contain the information required by this
7section, the department promptly shall notify the reporting limited partnership or
8registered foreign limited partnership in a record and return the report to it for
9correction. If the annual report is corrected to contain the information required by
10this section and delivered to the department within 30 days after the effective date
11of the notice under s. 179.0103 (7m), the annual report is timely filed.
AB854,99,15 12(5) If an annual report contains a registered office or registered agent which
13differs from the information shown in the records of the department immediately
14before the report becomes effective, the differing information is considered a
15statement of change under s. 179.0118.
AB854,99,1616 subchapter III
AB854,99,1717 LIMITED PARTNERS
AB854,99,20 18179.0301 Becoming limited partner. (1) Upon formation of a limited
19partnership, a person becomes a limited partner as agreed among the persons that
20are to be the initial partners.
AB854,99,22 21(2) After formation of a limited partnership, a person becomes a limited partner
22in any of the following ways:
AB854,99,2323 (a) As provided in the partnership agreement.
AB854,99,2424 (b) As the result of a transaction effective under subch. XI.
AB854,99,2525 (c) With the affirmative vote or consent of all the partners.
AB854,100,1
1(d) As provided in s. 179.0801 (1) (d) or (e).
AB854,100,2 2(3) A person may become a limited partner without doing any of the following:
AB854,100,33 (a) Acquiring a transferable interest.
AB854,100,54 (b) Making or being obligated to make a contribution to the limited
5partnership.
AB854,100,8 6179.0302 No agency power of limited partner as limited partner. (1)
7A limited partner is not an agent of a limited partnership solely by reason of being
8a limited partner.
AB854,100,11 9(2) A person's status as a limited partner does not prevent or restrict law other
10than this chapter from imposing liability on a limited partnership because of the
11person's conduct.
AB854,100,19 12179.0303 No liability as limited partner for limited partnership
13obligations.
(1) A debt, obligation, or other liability of a limited partnership is not
14the debt, obligation, or other liability of a limited partner. A limited partner is not
15personally liable, directly or indirectly, by way of contribution or otherwise, for a
16debt, obligation, or other liability of the partnership solely by reason of being or
17acting as a limited partner, even if the limited partner participates in the
18management and control of the limited partnership. This subsection applies
19regardless of the dissolution of the partnership.
AB854,100,23 20(2) The failure of a limited partnership to observe formalities relating to the
21exercise of its powers or management of its activities and affairs is not a ground for
22imposing liability on a limited partner for a debt, obligation, or other liability of the
23partnership.
AB854,101,4 24179.0304 Rights to information of limited partner and person
25dissociated as limited partner.
(1) On 10 days' demand made in a record received

1by the limited partnership, a limited partner may inspect and copy required
2information during regular business hours in the limited partnership's principal
3office. The limited partner need not have any particular purpose for seeking the
4information.
AB854,101,8 5(2) During regular business hours and at a reasonable location specified by the
6limited partnership, a limited partner may inspect and copy information regarding
7the activities and affairs, financial condition, and other circumstances of the limited
8partnership as is just and reasonable if all of the following apply:
AB854,101,109 (a) The limited partner seeks the information for a purpose reasonably related
10to the partner's interest as a limited partner.
AB854,101,1311 (b) The limited partner makes a demand in a record received by the limited
12partnership, describing with reasonable particularity the information sought and
13the purpose for seeking the information.
AB854,101,1514 (c) The information sought is directly connected to the limited partner's
15purpose.
AB854,101,18 16(3) Not later than 10 days after receiving a demand pursuant to sub. (2), the
17limited partnership shall inform, in a record, the limited partner that made the
18demand of all of the following:
AB854,101,2019 (a) What information the partnership will provide in response to the demand
20and when and where the partnership will provide the information.
AB854,101,2221 (b) The partnership's reasons for declining, if the partnership declines to
22provide any demanded information.
AB854,102,2 23(4) Whenever this chapter or a partnership agreement provides for a limited
24partner to vote on or give or withhold consent to a matter, before the vote is cast or
25consent is given or withheld, the limited partnership shall, without demand, provide

1the limited partner with all information that is known to the partnership and that
2is material to the limited partner's decision.
AB854,102,5 3(5) On 10 days' demand made in a record received by a limited partnership, a
4person dissociated as a limited partner may have access to information to which the
5person was entitled while a limited partner if all of the following apply:
AB854,102,76 (a) The information pertains to the period during which the person was a
7limited partner.
AB854,102,88 (b) The person seeks the information in good faith.
AB854,102,109 (c) The person satisfies the requirements imposed on a limited partner by sub.
10(2).
AB854,102,12 11(6) A limited partnership shall respond to a demand made pursuant to sub. (5)
12in the manner provided in sub. (3).
AB854,102,14 13(7) A limited partnership may charge a person that makes a demand under this
14section reasonable costs of copying, limited to the costs of labor and material.
AB854,102,19 15(8) A limited partner or person dissociated as a limited partner may exercise
16the rights under this section through an agent or, in the case of an individual under
17legal disability, a legal representative. Any restriction or condition imposed by the
18partnership agreement or under sub. (10) applies both to the agent or legal
19representative and to the limited partner or person dissociated as a limited partner.
AB854,102,21 20(9) Subject to s. 179.0704, the rights under this section do not extend to a person
21as transferee.
AB854,103,3 22(10) In addition to any restriction or condition stated in its partnership
23agreement, a limited partnership, as a matter within the ordinary course of its
24activities and affairs, may impose reasonable restrictions and conditions on access
25to and use of information to be furnished under this section, including designating

1information confidential and imposing nondisclosure and safeguarding obligations
2on the recipient. In a dispute concerning the reasonableness of a restriction under
3this subsection, the partnership has the burden of proving reasonableness.
AB854,103,7 4179.0305 Limited duties of limited partners. (1) A limited partner shall
5discharge any duties to the partnership and the other partners under the
6partnership agreement and exercise any rights under this chapter or the partnership
7agreement consistently with the contractual obligation of good faith and fair dealing.
AB854,103,10 8(2) Except as otherwise provided in sub. (1), a limited partner does not have
9any duty to the limited partnership or to any other partner solely by reason of acting
10as a limited partner.
AB854,103,13 11(3) If a limited partner enters into a transaction with the limited partnership,
12the limited partner's rights and obligations arising from the transaction are the same
13as those of a person that is not a partner.
AB854,104,2 14(4m) Unless otherwise provided in the partnership agreement, any action that
15is to be voted on or consented to by some or all of the limited partners may be taken
16without a meeting of the limited partners entitled to vote or consent if all of such
17partners consent to the action. The consent shall be evidenced by one or more written
18consents describing the action, signed by each of such partners, and delivered to the
19partnership for inclusion in the partnership records. Unless otherwise provided in
20the partnership agreement, if a person, whether or not then a limited partner, so
21consenting directs, whether through instruction to an agent or otherwise, that such
22consent will be effective at a future time, including a time determined upon the
23happening of an event, then the person shall be deemed to have consented as a
24partner at this future time so long as the person is then a limited partner and did not

1revoke the consent prior to that time. Any such consent shall be revocable prior to
2its becoming effective, unless the written consent provides otherwise.
AB854,104,9 3179.0306 Person erroneously believing self to be limited partner. (1)
4Except as otherwise provided in sub. (2), a person that makes an investment in a
5business enterprise and erroneously but in good faith believes that the person has
6become a limited partner in the enterprise is not liable for the enterprise's obligations
7by reason of making the investment, receiving distributions from the enterprise, or
8exercising any rights of or appropriate to a limited partner, if, on ascertaining the
9mistake, the person does any of the following:
AB854,104,1110 (a) Causes an appropriate certificate of limited partnership, amendment, or
11statement of correction to be signed and delivered to the department for filing.
AB854,104,1412 (b) Withdraws from future participation as an owner in the enterprise by
13signing and delivering to the department for filing a statement of negation under this
14section.
AB854,104,20 15(2) A person that makes an investment described in sub. (1) is liable to the same
16extent as a general partner to any 3rd party that enters into a transaction with the
17enterprise, believing in good faith that the person is a general partner, before the
18department files a statement of negation, certificate of limited partnership,
19amendment, or statement of correction to show that the person is not a general
20partner.
AB854,105,2 21(3) If a person makes a diligent effort in good faith to comply with sub. (1) (a)
22and is unable to cause the appropriate certificate of limited partnership,
23amendment, or statement of correction to be signed and delivered to the department
24for filing, the person has the right to withdraw from the enterprise pursuant to sub.

1(1) (b) even if the withdrawal would otherwise breach an agreement with others that
2are or have agreed to become co-owners of the enterprise.
AB854,105,33 subchapter IV
AB854,105,44 GENERAL PARTNERS
AB854,105,7 5179.0401 Becoming general partner. (1) Upon formation of a limited
6partnership, a person becomes a general partner as agreed among the persons that
7are to be the initial partners.
AB854,105,9 8(2) After formation of a limited partnership, a person becomes a general
9partner in any of the following ways:
AB854,105,1010 (a) As provided in the partnership agreement.
AB854,105,1111 (b) As a result of a transaction effective under subch. XI.
AB854,105,1212 (c) With the affirmative vote or consent of all the partners.
AB854,105,1313 (d) As provided in s. 179.0801 (1) (c) 2.
AB854,105,14 14(3) A person may become a general partner without doing any of the following:
AB854,105,1515 (a) Acquiring a transferable interest.
AB854,105,1616 (b) Making or being obligated to make a contribution to the partnership.
AB854,105,19 17179.0402 General partner agent of limited partnership. Subject to the
18effect of a statement of partnership authority under s. 179.04023, the following rules
19apply:
AB854,106,2 20(1) Each general partner is an agent of the limited partnership for the purposes
21of its activities and affairs. An act of a general partner, including the signing of a
22record in the partnership's name, for apparently carrying on in the ordinary course
23the partnership's activities and affairs or activities and affairs of the kind carried on
24by the partnership binds the partnership, unless the general partner did not have
25authority to act for the partnership in the particular matter and the person with

1which the general partner was dealing knew or had notice that the general partner
2lacked authority.
AB854,106,6 3(2) An act of a general partner which is not apparently for carrying on in the
4ordinary course the limited partnership's activities and affairs or activities and
5affairs of the kind carried on by the partnership binds the partnership only if the act
6was actually authorized by all the other partners.
AB854,106,9 7179.04023 Statement of partnership authority. (1) (a) A limited
8partnership may deliver to the department for filing a statement of partnership
9authority.
AB854,106,1010 (b) The statement of authority must include all of the following:
AB854,106,1111 1. The name of the partnership.
AB854,106,1312 2. The street address of the partnership's registered office in this state and the
13name and e-mail address of its registered agent at that office.
AB854,106,1614 (c) With respect to any position that exists in or with respect to the partnership,
15the statement of authority may state the authority, or limitations on the authority,
16of all persons holding the position to do any of the following:
AB854,106,1817 1. Sign an instrument transferring real property held in the name of the
18partnership.
AB854,106,2019 2. Enter into other transactions on behalf of, or otherwise act for or bind, the
20partnership.
AB854,106,2221 (d) The statement of authority may state the authority, or limitations on the
22authority, of a specific person to do any of the following:
AB854,106,2423 1. Sign an instrument transferring real property held in the name of the
24partnership.
AB854,107,2
12. Enter into other transactions on behalf of, or otherwise act for or bind, the
2partnership.
AB854,107,5 3(2) To amend or cancel a statement of authority filed by the department, a
4limited partnership must deliver to the department for filing an amendment or
5cancellation stating all of the following:
AB854,107,66 (a) The name of the partnership.
AB854,107,87 (b) The street address of the partnership's registered office in this state and the
8name and e-mail address of its registered agent at that office.
AB854,107,99 (c) The date the statement being affected became effective.
AB854,107,1110 (d) The contents of the amendment or a declaration that the statement is
11canceled.
AB854,107,15 12(2m) (a) A statement of authority is renewable for successive 5-year periods.
13To renew a statement of authority filed by the department, a partnership must
14deliver to the department for filing, during the 3 months before the cancellation
15would occur under sub. (10), a statement of renewal that includes all of the following:
AB854,107,1616 1. The name of the partnership.
AB854,107,1817 2. The street address of the partnership's registered office in this state and the
18name and e-mail address of its registered agent at that office.
AB854,107,1919 3. The statement of authority being affected.
AB854,107,2020 4. A declaration that the statement of authority is being renewed.
AB854,107,2321 (b) When filed, a statement of renewal that complies with par. (a) renews the
22statement of authority for a 5-year period commencing with the date of filing of the
23statement of renewal.
AB854,107,25 24(3) A statement of authority affects only the power of a person to bind a
25partnership to persons that are not partners.
AB854,108,4
1(4) Subject to sub. (3) and s. 179.0103 (4) (cr), and except as otherwise provided
2in subs. (6) to (8), a limitation on the authority of a person or a position contained in
3an effective statement of authority is not by itself evidence of any person's knowledge
4or notice of the limitation.
AB854,108,8 5(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
6property and contained in an effective statement of authority is conclusive in favor
7of a person that gives value in reliance on the grant, except to the extent that when
8the person gives value any of the following applies:
AB854,108,99 (a) The person has knowledge to the contrary.
AB854,108,1010 (b) The statement has been canceled or restrictively amended under sub. (2).
AB854,108,1211 (c) A limitation on the grant is contained in another statement of authority that
12became effective after the statement containing the grant became effective.
AB854,108,18 13(6) Subject to sub. (3), an effective statement of authority that grants authority
14to transfer real property held in the name of the partnership, a certified copy of which
15statement is recorded in the office of the register of deeds for the county in which the
16property is located, is conclusive in favor of a person that gives value in reliance on
17the grant without knowledge to the contrary, except to the extent that when the
18person gives value any of the following applies:
AB854,108,2119 (a) The statement has been canceled or restrictively amended under sub. (2),
20and a certified copy of the cancellation or restrictive amendment has been recorded
21in the office of the register of deeds for the county in which the property is located.
AB854,108,2522 (b) A limitation on the grant is contained in another statement of authority that
23became effective after the statement containing the grant became effective, and a
24certified copy of the later-effective statement is recorded in the office of the register
25of deeds for the county in which the property is located.
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