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AB854,122,2 20(5) A limited partnership's indebtedness, including indebtedness issued as a
21distribution, is not a liability for purposes of sub. (1) if the terms of the indebtedness
22provide that payment of principal and interest is made only if and to the extent that
23a payment of a distribution could then be made under this section. If the
24indebtedness is issued as a distribution, each payment of principal or interest is

1treated as a distribution, the effect of which is measured on the date the payment is
2made.
AB854,122,5 3(6) In measuring the effect of a distribution under s. 179.0810, the liabilities
4of a dissolved limited partnership do not include any claim that has been disposed
5of under s. 179.0806, 179.0807, or 179.0808.
AB854,122,10 6179.0505 Liability for improper distributions. (1) If a general partner
7consents to a distribution made in violation of s. 179.0504 and in consenting to the
8distribution fails to comply with s. 179.0409, the general partner is personally liable
9to the limited partnership for the amount of the distribution which exceeds the
10amount that could have been distributed without the violation of s. 179.0504.
AB854,122,14 11(2) A person that receives a distribution knowing that the distribution violated
12s. 179.0504 is personally liable to the limited partnership but only to the extent that
13the distribution received by the person exceeded the amount that could have been
14properly paid under s. 179.0504.
AB854,122,17 15(3) A general partner against which an action is commenced because the
16general partner is liable under sub. (1) with respect to a distribution may do any of
17the following:
AB854,122,1918 (a) Implead any other person that is liable under sub. (1) with respect to the
19distribution and seek to enforce a right of contribution from the person.
AB854,122,2220 (b) Implead any person that received the distribution in violation of sub. (2) and
21seek to enforce a right of contribution from the person in the amount the person
22received in violation of sub. (2).
AB854,122,24 23(4) An action under this section is barred unless commenced not later than 2
24years after the distribution.
AB854,122,2525 subchapter VI
AB854,123,1
1DISSOCIATION
AB854,123,4 2179.0601 Dissociation as limited partner. (1) A person does not have a
3right to dissociate as a limited partner before the completion of the winding up of the
4limited partnership.
AB854,123,6 5(2) A person is dissociated as a limited partner when any of the following
6applies:
AB854,123,97 (a) The limited partnership knows or has notice of the person's express will to
8withdraw as a limited partner, but, if the person has specified a withdrawal date
9later than the date the partnership knew or had notice, on that later date.
AB854,123,1110 (b) An event stated in the partnership agreement as causing the person's
11dissociation as a limited partner occurs.
AB854,123,1312 (c) The person is expelled as a limited partner pursuant to the partnership
13agreement.
AB854,123,1514 (d) The person is expelled as a limited partner by the affirmative vote or consent
15of all the other partners if any of the following applies:
AB854,123,1716 1. It is unlawful to carry on the limited partnership's activities and affairs with
17the person as a limited partner.
AB854,123,2018 2. There has been a transfer of all of the person's transferable interest in the
19partnership, other than a transfer for security purposes or the entry of a charging
20order that is in effect under s. 179.0703 and that has not been foreclosed.
AB854,123,2121 3. The person is an entity and all of the following apply:
AB854,124,222 a. The partnership notifies the person that it will be expelled as a limited
23partner because the person has filed a statement of dissolution or the equivalent, the
24person has been administratively dissolved, the person's charter or the equivalent

1has been revoked, or the person's right to conduct activities and affairs has been
2suspended by the jurisdiction of the person's governing law.
AB854,124,63 b. The statement of dissolution or the equivalent has not been withdrawn,
4rescinded, or revoked, the person has not been reinstated, or the person's charter or
5the equivalent or right to conduct activities and affairs has not been reinstated,
6within 90 days after the notification under subd. 3. a.
AB854,124,87 4. The person is an unincorporated entity that has been dissolved and whose
8activities and affairs are being wound up.
AB854,124,119 (e) On application by the limited partnership or a partner in a direct action
10under s. 179.0901, the person is expelled as a limited partner by judicial order
11because the person has done any of the following:
AB854,124,1412 1. Engaged, or is engaging, in wrongful conduct that has affected adversely and
13materially, or will affect adversely and materially, the partnership's activities and
14affairs.
AB854,124,1715 2. Committed willfully or persistently, or is committing willfully or persistently,
16a material breach of the partnership agreement or of the contractual obligation of
17good faith and fair dealing under s. 179.0305 (1).
AB854,124,2018 3. Engaged, or is engaging, in conduct relating to the partnership's activities
19and affairs which makes it not reasonably practicable to carry on the partnership's
20activities and affairs with the person as a limited partner.
AB854,124,2121 (f) In the case of an individual, the individual dies.
AB854,124,2422 (g) In the case of a person that is a testamentary or living trust or is acting as
23a limited partner by virtue of being a trustee of such a trust, the trust's entire
24transferable interest in the limited partnership is distributed.
AB854,125,3
1(h) In the case of a person that is an estate or is acting as a limited partner by
2virtue of being a personal representative of an estate, the estate's entire transferable
3interest in the limited partnership is distributed.
AB854,125,54 (i) In the case of a person that is not an individual, the existence of the person
5terminates.
AB854,125,66 (n) The limited partnership dissolves and completes winding up.
AB854,125,8 7179.0602 Effect of dissociation as limited partner. (1) If a person is
8dissociated as a limited partner, all of the following apply:
AB854,125,109 (a) Subject to s. 179.0704, the person does not have further rights as a limited
10partner.
AB854,125,1311 (b) The person's contractual obligation of good faith and fair dealing as a limited
12partner under s. 179.0305 (1) ends with regard to matters arising and events
13occurring after the person's dissociation.
AB854,125,1614 (c) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the
15person in the person's capacity as a limited partner immediately before dissociation
16is owned by the person solely as a transferee.
AB854,125,19 17(2) A person's dissociation as a limited partner does not of itself discharge the
18person from any debt, obligation, or other liability to the limited partnership or the
19other partners which the person incurred while a limited partner.
AB854,125,21 20179.0603 Dissociation as general partner. A person is dissociated as a
21general partner when any of the following applies:
AB854,125,24 22(1) The limited partnership knows or has notice of the person's express will to
23withdraw as a general partner, but, if the person has specified a withdrawal date
24later than the date the partnership knew or had notice, on that later date.
AB854,126,2
1(2) An event stated in the partnership agreement as causing the person's
2dissociation as a general partner occurs.
AB854,126,4 3(3) The person is expelled as a general partner pursuant to the partnership
4agreement.
AB854,126,6 5(4) The person is expelled as a general partner by the affirmative vote or
6consent of all the other partners if any of the following applies:
AB854,126,87 (a) It is unlawful to carry on the limited partnership's activities and affairs with
8the person as a general partner.
AB854,126,119 (b) There has been a transfer of all of the person's transferable interest in the
10partnership, other than a transfer for security purposes or the entry of a charging
11order that is in effect under s. 179.0703 and that has not been foreclosed.
AB854,126,1212 (c) The person is an entity and all of the following apply:
AB854,126,1713 1. The partnership notifies the person that it will be expelled as a general
14partner because the person has filed a statement of dissolution or the equivalent, the
15person has been administratively dissolved, the person's charter or the equivalent
16has been revoked, or the person's right to conduct its activities and affairs has been
17suspended by the jurisdiction of the person's governing law.
AB854,126,2118 2. The statement of dissolution or the equivalent has not been withdrawn,
19rescinded, or revoked, the person has not been reinstated, or the person's charter or
20the equivalent or right to conduct its activities and affairs has not been reinstated,
21within 90 days after the notification under subd. 1.
AB854,126,2322 (d) The person is an unincorporated entity that has been dissolved and whose
23activities and affairs are being wound up.
AB854,127,3
1(5) On application by the limited partnership or a partner in a direct action
2under s. 179.0901, the person is expelled as a general partner by judicial order
3because the person has done any of the following:
AB854,127,64 (a) Engaged, or is engaging, in wrongful conduct that has affected adversely
5and materially, or will affect adversely and materially, the partnership's activities
6and affairs.
AB854,127,97 (b) Committed willfully or persistently, or is committing willfully or
8persistently, a material breach of the partnership agreement or a duty or obligation
9under s. 179.0409.
AB854,127,1210 (c) Engaged, or is engaging, in conduct relating to the partnership's activities
11and affairs which makes it not reasonably practicable to carry on the activities and
12affairs of the limited partnership with the person as a general partner.
AB854,127,13 13(6) In the case of an individual, any of the following applies:
AB854,127,1414 (a) The individual dies.
AB854,127,1515 (b) A guardian or general conservator for the individual is appointed.
AB854,127,1816 (c) A court orders that the individual has otherwise become incapable of
17performing the individual's duties as a general partner under this chapter or the
18partnership agreement.
AB854,127,19 19(7) Any of the following applies to the person:
AB854,127,2020 (a) The person becomes a debtor in bankruptcy.
AB854,127,2121 (b) The person signs an assignment for the benefit of creditors.
AB854,127,2322 (c) The person seeks, consents to, or acquiesces in the appointment of a trustee,
23receiver, or liquidator of the person or of all or substantially all the person's property.
AB854,128,3
1(8) In the case of a person that is a testamentary or living trust or is acting as
2a general partner by virtue of being a trustee of such a trust, the trust's entire
3transferable interest in the limited partnership is distributed.
AB854,128,6 4(9) In the case of a person that is an estate or is acting as a general partner by
5virtue of being a personal representative of an estate, the estate's entire transferable
6interest in the limited partnership is distributed.
AB854,128,8 7(10) In the case of a person that is not an individual, the existence of the person
8terminates.
AB854,128,9 9(15) The limited partnership dissolves and completes winding up.
AB854,128,13 10179.0604 Power to dissociate as general partner; wrongful
11dissociation. (1)
A person has the power to dissociate as a general partner at any
12time, rightfully or wrongfully, by withdrawing as a general partner by express will
13under s. 179.0603 (1).
AB854,128,15 14(2) A person's dissociation as a general partner is wrongful only if any of the
15following applies:
AB854,128,1716 (a) The dissociation is in breach of an express provision of the partnership
17agreement.
AB854,128,1918 (b) The dissociation occurs before the completion of the winding up of the
19limited partnership and any of the following applies:
AB854,128,2020 1. The person withdraws as a general partner by express will.
AB854,128,2221 2. The person is expelled as a general partner by judicial order under s.
22179.0603 (5).
AB854,128,2323 3. The person is dissociated as a general partner under s. 179.0603 (7).
AB854,129,3
14. In the case of a person that is not a trust other than a business trust, an
2estate, or an individual, the person is expelled or otherwise dissociated as a general
3partner because it willfully dissolved or terminated.
AB854,129,7 4(3) A person that wrongfully dissociates as a general partner is liable to the
5limited partnership and, subject to s. 179.0901, to the other partners for damages
6caused by the dissociation. The liability is in addition to any debt, obligation, or other
7liability of the general partner to the partnership or the other partners.
AB854,129,9 8179.0605 Effect of dissociation as general partner. (1) If a person is
9dissociated as a general partner, all of the following apply:
AB854,129,1110 (a) The person's right to participate as a general partner in the management
11and conduct of the limited partnership's activities and affairs terminates.
AB854,129,1412 (b) The person's duties and obligations as a general partner under s. 179.0409
13end with regard to matters arising and events occurring after the person's
14dissociation.
AB854,129,1815 (c) 1. The person may sign and deliver to the department for filing a statement
16of dissociation pertaining to the person and, at the request of the limited partnership,
17shall sign an amendment to the certificate of limited partnership which states that
18the person has dissociated as a general partner.
AB854,129,2019 2. The statement of dissociation or amendment under subd. 1. is a limitation
20on the authority of a person dissociated as a partner for the purposes of s. 179.04023.
AB854,129,2321 (d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the
22person in the person's capacity as a general partner immediately before dissociation
23is owned by the person solely as a transferee.
AB854,130,3
1(2) A person's dissociation as a general partner does not of itself discharge the
2person from any debt, obligation, or other liability to the limited partnership or the
3other partners which the person incurred while a general partner.
AB854,130,8 4(3m) Continued use of a limited partnership name, or the name of a person
5dissociated as a partner as part of the partnership name, by partners continuing the
6partnership's activities and affairs does not of itself make the person dissociated as
7a partner liable for an obligation of the partners or the partnership continuing the
8partnership's activities and affairs.
AB854,130,13 9179.0606 Power to bind and liability of person dissociated as general
10partner. (1)
After a person is dissociated as a general partner and before the limited
11partnership is merged out of existence or converted under subch. XI, or dissolved, the
12partnership is bound by an act of the person with respect to a transaction with
13another party only if all of the following apply:
AB854,130,1514 (a) The act would have bound the partnership under s. 179.0402 before
15dissociation.
AB854,130,1716 (b) At the time the other party enters into the transaction, less than 2 years has
17passed since the dissociation.
AB854,130,2018 (c) At the time the other party enters into the transaction, the other party does
19not know or have notice of the dissociation and reasonably believes that the person
20is a general partner.
AB854,130,23 21(2) If a limited partnership is bound under sub. (1), the person dissociated as
22a general partner which caused the partnership to be bound is liable to all of the
23following:
AB854,130,2524 (a) The partnership, for any damage caused to the partnership arising from the
25obligation incurred under sub. (1).
AB854,131,3
1(b) If a general partner or another person dissociated as a general partner is
2liable for the obligation, the general partner or other person, for any damage caused
3to the general partner or other person arising from the liability.
AB854,131,9 4179.0607 Liability of person dissociated as general partner to other
5persons. (1)
A person's dissociation as a general partner does not of itself discharge
6the person's liability as a general partner for a debt, obligation, or other liability of
7the limited partnership incurred before dissociation. Except as otherwise provided
8in subs. (2) and (3), the person is not liable for a partnership obligation incurred after
9dissociation.
AB854,131,13 10(2) A person whose dissociation as a general partner results in a dissolution
11and winding up of the limited partnership's activities and affairs is liable on an
12obligation incurred by the partnership under s. 179.0804 to the same extent as a
13general partner under s. 179.0404.
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