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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.
AB566,111,23 20(4) The failure of a limited liability limited partnership to observe formalities
21relating to the exercise of its powers or management of its activities and affairs is not
22a ground for imposing liability on a general partner for a debt, obligation, or other
23liability of the partnership.
AB566,112,3 24(5) An amendment of a certificate of limited partnership which deletes a
25statement that the limited partnership is a limited liability limited partnership does

1not affect the limitation in this section on the liability of a general partner for a debt,
2obligation, or other liability of the limited partnership incurred before the
3amendment became effective.
AB566,112,6 4179.0405 Actions against partnership and partners. (1) To the extent not
5inconsistent with s. 179.0404, a general partner may be joined in an action against
6the limited partnership or named in a separate action.
AB566,112,9 7(2) A judgment against a limited partnership is not by itself a judgment against
8a general partner. A judgment against a partnership may not be satisfied from a
9general partner's assets unless there is also a judgment against the general partner.
AB566,112,13 10(3) A judgment creditor of a general partner may not levy execution against the
11assets of the general partner to satisfy a judgment based on a claim against the
12limited partnership unless the partner is personally liable for the claim under s.
13179.0404 and any of the following is true:
AB566,112,1614 (a) A judgment based on the same claim has been obtained against the limited
15partnership and a writ of execution on the judgment has been returned unsatisfied
16in whole or in part.
AB566,112,1717 (b) The partnership is a debtor in bankruptcy.
AB566,112,1918 (c) The general partner has agreed that the creditor need not exhaust
19partnership assets.
AB566,112,2420 (d) A court grants permission to the judgment creditor to levy execution against
21the assets of a general partner based on a finding that partnership assets subject to
22execution are clearly insufficient to satisfy the judgment, that exhaustion of
23partnership assets is excessively burdensome, or that the grant of permission is an
24appropriate exercise of the court's equitable powers.
AB566,113,2
1(e) Liability is imposed on the general partner by law or contract independent
2of the existence of the partnership.
AB566,113,8 3179.0406 Management rights of general partner. (1) Each general
4partner has equal rights in the management and conduct of the limited partnership's
5activities and affairs. Except as otherwise provided in this chapter, any matter
6relating to the activities and affairs of the partnership is decided exclusively by the
7general partner or, if there is more than one general partner, by a majority of the
8general partners.
AB566,113,10 9(2) The affirmative vote or consent of all the partners is required to do any of
10the following:
AB566,113,1111 (a) Amend the partnership agreement.
AB566,113,1312 (b) Amend the certificate of limited partnership to add or delete a statement
13that the limited partnership is a limited liability limited partnership.
AB566,113,1614 (c) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
15limited partnership's property, with or without the good will, other than in the usual
16and regular course of the limited partnership's activities and affairs.
AB566,114,4 17(2m) Unless otherwise provided in the partnership agreement, any action that
18is to be voted on or consented to by some or all of the general partners may be taken
19without a meeting of the general partners entitled to vote or consent if all of such
20partners consent to the action. The consent shall be evidenced by one or more written
21consents describing the action, signed by each of such partners, and delivered to the
22partnership for inclusion in the partnership records. Unless otherwise provided in
23the partnership agreement, if a person, whether or not then a general partner, so
24consenting directs, whether through instruction to an agent or otherwise, that such
25consent will be effective at a future time, including a time determined upon the

1happening of an event, then the person shall be deemed to have consented as a
2partner at this future time so long as the person is then a general partner and did
3not revoke the consent prior to that time. Any such consent shall be revocable prior
4to its becoming effective.
AB566,114,7 5(3) A limited partnership shall reimburse a general partner for an advance to
6the partnership beyond the amount of capital the general partner agreed to
7contribute.
AB566,114,11 8(4) A payment or advance made by a general partner which gives rise to an
9obligation of the limited partnership under sub. (3) or s. 179.0408 (1) constitutes a
10loan to the limited partnership which accrues interest from the date of the payment
11or advance.
AB566,114,14 12(5) Unless authorized by the partnership agreement or otherwise in
13accordance with this chapter, a general partner is not entitled to remuneration for
14services performed for the partnership.
AB566,114,18 15179.0407 Rights to information of general partner and person
16dissociated as general partner.
(1) A general partner may inspect and copy
17required information during regular business hours in the limited partnership's
18principal office, without having any particular purpose for seeking the information.
AB566,114,24 19(2) On reasonable notice, a general partner may inspect and copy during
20regular business hours, at a reasonable location specified by the limited partnership,
21any record maintained by the partnership regarding the partnership's activities,
22affairs, financial condition, and other circumstances, to the extent the information
23is material to the general partner's rights and duties under the partnership
24agreement or this chapter.
AB566,115,2
1(3) A limited partnership shall furnish to each general partner all of the
2following:
AB566,115,83 (a) Without demand, any information concerning the partnership's activities,
4affairs, financial condition, and other circumstances which the partnership knows
5and is material to the proper exercise of the general partner's rights and duties under
6the partnership agreement or this chapter, except to the extent the partnership can
7establish that it reasonably believes the general partner already knows the
8information.
AB566,115,129 (b) On demand, any other information concerning the partnership's activities,
10affairs, financial condition, and other circumstances, except to the extent the
11demand or the information demanded is unreasonable or otherwise improper under
12the circumstances.
AB566,115,15 13(4) The duty to furnish information under sub. (3) also applies to each general
14partner on whom a demand is made to the extent the general partner knows any of
15the information described in sub. (2).
AB566,115,19 16(5) On 10 days' demand made in a record received by a limited partnership, a
17person dissociated as a general partner may have access to the information and
18records described in subs. (1) and (2) at the locations specified in those subsections
19if all of the following apply:
AB566,115,2120 (a) The information or record pertains to the period during which the person
21was a general partner.
AB566,115,2222 (b) The person seeks the information or record in good faith.
AB566,115,2423 (c) The person satisfies the requirements imposed on a limited partner by s.
24179.0304 (2).
AB566,116,2
1(6) A limited partnership shall respond to a demand made pursuant to sub. (5)
2in the manner provided in s. 179.0304 (3).
AB566,116,4 3(7) A limited partnership may charge a person that makes a demand under this
4section the reasonable costs of copying, limited to the costs of labor and material.
AB566,116,9 5(8) A general partner or person dissociated as a general partner may exercise
6the rights under this section through an agent or, in the case of an individual under
7legal disability, a legal representative. Any restriction or condition imposed by the
8partnership agreement or under sub. (10) applies both to the agent or legal
9representative and to the general partner or person dissociated as a general partner.
AB566,116,11 10(9) (a) Subject to pars. (b) and (c), the rights under this section do not extend
11to a person as transferee.
AB566,116,1212 (b) If a general partner dies, s. 179.0704 applies.
AB566,116,1513 (c) If an individual dissociates as a general partner under s. 179.0603 (6) (b) or
14(c), the legal representative of the individual may exercise the rights under sub. (5)
15of a person dissociated as a general partner.
AB566,116,22 16(10) In addition to any restriction or condition stated in its partnership
17agreement, a limited partnership, as a matter within the ordinary course of its
18activities and affairs, may impose reasonable restrictions and conditions on access
19to and use of information to be furnished under this section, including designating
20information confidential and imposing nondisclosure and safeguarding obligations
21on the recipient. In a dispute concerning the reasonableness of a restriction under
22this subsection, the partnership has the burden of proving reasonableness.
AB566,117,2 23179.0408 Reimbursement; indemnification; advancement; and
24insurance. (1)
A limited partnership shall reimburse a general partner for any
25payment made by the general partner in the course of the general partner's activities

1on behalf of the partnership, if the general partner complied with ss. 179.0406,
2179.0409, and 179.0504 in making the payment.
AB566,117,7 3(2) A limited partnership shall indemnify and hold harmless a person with
4respect to any claim or demand against the person and any debt, obligation, or other
5liability incurred by the person by reason of the person's former or present capacity
6as a general partner, if the claim, demand, debt, obligation, or other liability does not
7arise from the person's breach of s. 179.0406, 179.0409, or 179.0504.
AB566,117,13 8(3) In the ordinary course of its activities and affairs, a limited partnership may
9advance reasonable expenses, including attorney fees and costs, incurred by a person
10in connection with a claim or demand against the person by reason of the person's
11former or present capacity as a general partner, if the person promises to repay the
12partnership if the person ultimately is determined not to be entitled to be
13indemnified under sub. (2).
AB566,117,18 14(4) A limited partnership may purchase and maintain insurance on behalf of
15a general partner against liability asserted against or incurred by the general
16partner in that capacity or arising from that status even if, under s. 179.0105 (3) (h),
17the partnership agreement could not eliminate or limit the person's liability to the
18partnership for the conduct giving rise to the liability.
AB566,117,21 19179.0409 Standards of conduct for general partners. (1) A general
20partner owes to the limited partnership and, subject to s. 179.0901, the other
21partners the duties of loyalty and care stated in subs. (2) and (3).
AB566,117,23 22(2) The fiduciary duty of loyalty of a general partner includes all of the
23following duties:
AB566,118,3
1(a) The duty to account to the limited partnership and hold as trustee for it any
2property, profit, or benefit derived by the general partner in or from any of the
3following:
AB566,118,44 1. The conduct or winding up of the partnership's activities and affairs.
AB566,118,55 2. A use by the general partner of the partnership's property.
AB566,118,66 3. The appropriation of a partnership opportunity.
AB566,118,97 (b) The duty to refrain from dealing with the partnership in the conduct or
8winding up of the partnership's activities and affairs as or on behalf of a person
9having an interest adverse to the partnership.
AB566,118,1110 (c) The duty to refrain from competing with the partnership in the conduct or
11winding up of the partnership's activities and affairs.
AB566,118,15 12(3) The duty of care of a general partner in the conduct or winding up of the
13limited partnership's activities and affairs is to refrain from engaging in grossly
14negligent or reckless conduct or in conduct for which relief or exoneration from
15liability is not permitted under s. 179.0105 (3) (h).
AB566,118,18 16(4) A general partner shall discharge the duties and obligations under this
17chapter or under the partnership agreement and exercise any rights thereunder
18consistently with the contractual obligation of good faith and fair dealing.
AB566,118,21 19(5) A general partner does not violate a duty or obligation under this chapter
20or under the partnership agreement solely because the general partner's conduct
21furthers the general partner's own interest.
AB566,118,25 22(6) All the partners of a limited partnership, or one or more disinterested
23partners with authority to act in the matter, may authorize or ratify, after full
24disclosure of all material facts, a specific act or transaction by a general partner that
25otherwise would violate the duty of loyalty.
AB566,119,2
1(7) It is a defense to a claim under sub. (2) (b) and any comparable claim in
2equity or at common law that the transaction was fair to the limited partnership.
AB566,119,6 3(8) If, as permitted by sub. (6) or the partnership agreement, a general partner
4enters into a transaction with the limited partnership which otherwise would be
5prohibited by sub. (2) (b), the general partner's rights and obligations arising from
6the transaction are the same as those of a person that is not a general partner.
AB566,119,77 subchapter V
AB566,119,8 8CONTRIBUTIONS AND DISTRIBUTIONS
AB566,119,12 9179.0501 Form of contribution. A contribution may consist of money or
10other property transferred to, services performed for, or another benefit provided to
11the limited partnership or an agreement to transfer money or property to, perform
12services for, or provide another benefit to the partnership.
AB566,119,15 13179.0502 Liability for contribution. (1) A person's obligation to make a
14contribution to a limited partnership is not excused by the person's death, disability,
15termination, or other inability to perform personally.
AB566,119,19 16(2) If a person does not fulfill an obligation to make a contribution other than
17money, the person is obligated at the option of the limited partnership to contribute
18money equal to the value, as stated in the required information, of the part of the
19contribution which has not been made.
AB566,119,24 20(3) The obligation of a person to make a contribution may be compromised only
21by the affirmative vote or consent of all the partners. If a creditor of a limited
22partnership extends credit or otherwise acts in reliance on an obligation described
23in sub. (1) without knowledge or notice of a compromise under this subsection, the
24creditor may enforce the obligation.
AB566,120,7
1179.0503 Sharing of and right to distributions before dissolution. (1)
2Any distribution made by a limited partnership before its dissolution and winding
3up must be shared among the partners on the basis of the value, as stated in the
4required information when the limited partnership decides to make the distribution,
5of the contributions the limited partnership has received from each partner, except
6to the extent necessary to comply with a transfer effective under s. 179.0702 or
7charging order in effect under s. 179.0703.
AB566,120,10 8(2) A person has a right to a distribution before the dissolution and winding
9up of a limited partnership only if the partnership decides to make an interim
10distribution. A person's dissociation does not entitle the person to a distribution.
AB566,120,15 11(3) A person does not have a right to demand or receive a distribution from a
12limited partnership in any form other than money. Except as otherwise provided in
13s. 179.0810 (5), a partnership may distribute an asset in kind only if each part of the
14asset is fungible with each other part and each person receives a percentage of the
15asset equal in value to the person's share of distributions.
AB566,120,21 16(4) If a partner or transferee becomes entitled to receive a distribution, the
17partner or transferee has the status of, and is entitled to all remedies available to,
18a creditor of the limited partnership with respect to the distribution. However, the
19partnership's obligation to make a distribution is subject to offset for any amount
20owed to the partnership by the partner or a person dissociated as a partner on whose
21account the distribution is made.
AB566,120,24 22179.0504 Limitations on distributions. (1) A limited partnership may not
23make a distribution, including a distribution under s. 179.0810, if after the
24distribution any of the following applies:
AB566,121,2
1(a) The partnership would not be able to pay its debts as they become due in
2the ordinary course of the partnership's activities and affairs.
AB566,121,73 (b) The partnership's total assets would be less than the sum of its total
4liabilities plus the amount that would be needed, if the partnership were to be
5dissolved and wound up at the time of the distribution, to satisfy the preferential
6rights upon dissolution and winding up of partners and transferees whose
7preferential rights are superior to the rights of persons receiving the distribution.
AB566,121,9 8(2) A limited partnership may base a determination that a distribution is not
9prohibited under sub. (1) on any of the following:
AB566,121,1110 (a) Financial statements prepared on the basis of accounting practices and
11principles that are reasonable in the circumstances.
AB566,121,1312 (b) A fair valuation or other method that is reasonable under the
13circumstances.
AB566,121,15 14(3) Except as otherwise provided in sub. (5), the effect of a distribution under
15sub. (1) is measured as follows:
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