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AB566,128,18 17(10) In the case of a person that is not an individual, the existence of the person
18terminates.
AB566,128,19 19(15) The limited partnership dissolves and completes winding up.
AB566,128,23 20179.0604 Power to dissociate as general partner; wrongful
21dissociation. (1)
A person has the power to dissociate as a general partner at any
22time, rightfully or wrongfully, by withdrawing as a general partner by express will
23under s. 179.0603 (1).
AB566,128,25 24(2) A person's dissociation as a general partner is wrongful only if any of the
25following applies:
AB566,129,2
1(a) The dissociation is in breach of an express provision of the partnership
2agreement.
AB566,129,43 (b) The dissociation occurs before the completion of the winding up of the
4limited partnership and any of the following applies:
AB566,129,55 1. The person withdraws as a general partner by express will.
AB566,129,76 2. The person is expelled as a general partner by judicial order under s.
7179.0603 (5).
AB566,129,88 3. The person is dissociated as a general partner under s. 179.0603 (7).
AB566,129,119 4. In the case of a person that is not a trust other than a business trust, an
10estate, or an individual, the person is expelled or otherwise dissociated as a general
11partner because it willfully dissolved or terminated.
AB566,129,15 12(3) A person that wrongfully dissociates as a general partner is liable to the
13limited partnership and, subject to s. 179.0901, to the other partners for damages
14caused by the dissociation. The liability is in addition to any debt, obligation, or other
15liability of the general partner to the partnership or the other partners.
AB566,129,17 16179.0605 Effect of dissociation as general partner. (1) If a person is
17dissociated as a general partner, all of the following apply:
AB566,129,1918 (a) The person's right to participate as a general partner in the management
19and conduct of the limited partnership's activities and affairs terminates.
AB566,129,2220 (b) The person's duties and obligations as a general partner under s. 179.0409
21end with regard to matters arising and events occurring after the person's
22dissociation.
AB566,130,223 (c) 1. The person may sign and deliver to the department for filing a statement
24of dissociation pertaining to the person and, at the request of the limited partnership,

1shall sign an amendment to the certificate of limited partnership which states that
2the person has dissociated as a general partner.
AB566,130,43 2. The statement of dissociation or amendment under subd. 1. is a limitation
4on the authority of a person dissociated as a partner for the purposes of s. 179.04023.
AB566,130,75 (d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the
6person in the person's capacity as a general partner immediately before dissociation
7is owned by the person solely as a transferee.
AB566,130,10 8(2) A person's dissociation as a general partner does not of itself discharge the
9person from any debt, obligation, or other liability to the limited partnership or the
10other partners which the person incurred while a general partner.
AB566,130,15 11(3m) Continued use of a limited partnership name, or the name of a person
12dissociated as a partner as part of the partnership name, by partners continuing the
13partnership's activities and affairs does not of itself make the person dissociated as
14a partner liable for an obligation of the partners or the partnership continuing the
15partnership's activities and affairs.
AB566,130,20 16179.0606 Power to bind and liability of person dissociated as general
17partner. (1)
After a person is dissociated as a general partner and before the limited
18partnership is merged out of existence or converted under subch. XI, or dissolved, the
19partnership is bound by an act of the person with respect to a transaction with
20another party only if all of the following apply:
AB566,130,2221 (a) The act would have bound the partnership under s. 179.0402 before
22dissociation.
AB566,130,2423 (b) At the time the other party enters into the transaction, less than 2 years has
24passed since the dissociation.
AB566,131,3
1(c) At the time the other party enters into the transaction, the other party does
2not know or have notice of the dissociation and reasonably believes that the person
3is a general partner.
AB566,131,6 4(2) If a limited partnership is bound under sub. (1), the person dissociated as
5a general partner which caused the partnership to be bound is liable to all of the
6following:
AB566,131,87 (a) The partnership, for any damage caused to the partnership arising from the
8obligation incurred under sub. (1).
AB566,131,119 (b) If a general partner or another person dissociated as a general partner is
10liable for the obligation, the general partner or other person, for any damage caused
11to the general partner or other person arising from the liability.
AB566,131,17 12179.0607 Liability of person dissociated as general partner to other
13persons. (1)
A person's dissociation as a general partner does not of itself discharge
14the person's liability as a general partner for a debt, obligation, or other liability of
15the limited partnership incurred before dissociation. Except as otherwise provided
16in subs. (2) and (3), the person is not liable for a partnership obligation incurred after
17dissociation.
AB566,131,21 18(2) A person whose dissociation as a general partner results in a dissolution
19and winding up of the limited partnership's activities and affairs is liable on an
20obligation incurred by the partnership under s. 179.0804 to the same extent as a
21general partner under s. 179.0404.
AB566,131,25 22(3) A person that is dissociated as a general partner without the dissociation
23resulting in a dissolution and winding up of the limited partnership's activities and
24affairs is liable to a party on a transaction entered into by the partnership after the
25dissociation only if all of the following apply:
AB566,132,1
1(a) A general partner would be liable on the transaction.
AB566,132,32 (b) At the time the other party enters into the transaction, less than 2 years has
3passed since the dissociation.
AB566,132,64 (c) At the time the other party enters into the transaction, the other party does
5not have knowledge or notice of the dissociation and reasonably believes that the
6person is a general partner.
AB566,132,9 7(4) By agreement with a creditor of a limited partnership and the partnership,
8a person dissociated as a general partner may be released from liability for a debt,
9obligation, or other liability of the partnership to the creditor.
AB566,132,14 10(5) A person dissociated as a general partner is released from liability for a
11debt, obligation, or other liability of the limited partnership if the partnership's
12creditor, with knowledge or notice of the person's dissociation as a general partner
13but without the person's consent, agrees to a material alteration in the nature or time
14of payment of the debt, obligation, or other liability.
AB566,132,1515 subchapter VII
AB566,132,18 16TRANSFERABLE INTERESTS AND
17 RIGHTS OF TRANSFEREES
18 AND CREDITORS
AB566,132,20 19179.0701 Nature of transferable interest. A transferable interest is
20personal property.
AB566,132,22 21179.0702 Transfer of transferable interest. (1) All of the following apply
22to a transfer, in whole or in part, of a transferable interest:
AB566,132,2323 (a) It is permissible.
AB566,132,2524 (b) It does not by itself cause a partner's dissociation or a dissolution and
25winding up of the limited partnership's activities and affairs.
AB566,133,2
1(c) Subject to s. 179.0704, it does not entitle the transferee to do any of the
2following:
AB566,133,43 1. Participate in the management or conduct of the partnership's activities and
4affairs.
AB566,133,65 2. Except as otherwise provided in sub. (3), have access to required information,
6records, or other information concerning the partnership's activities and affairs.
AB566,133,8 7(2) A transferee has the right to receive, in accordance with the transfer,
8distributions to which the transferor would otherwise be entitled.
AB566,133,11 9(3) In a dissolution and winding up of a limited partnership, a transferee is
10entitled to an account of the partnership's transactions only from the date of
11dissolution.
AB566,133,14 12(4) A transferable interest may be evidenced by a certificate of the interest
13issued by a limited partnership in a record, and, subject to this section, the interest
14represented by the certificate may be transferred by a transfer of the certificate.
AB566,133,16 15(5) A limited partnership need not give effect to a transferee's rights under this
16section until the partnership knows or has notice of the transfer.
AB566,133,19 17(6) A transfer of a transferable interest in violation of a valid restriction on
18transfer contained in the partnership agreement is ineffective if the intended
19transferee has knowledge or notice of the restriction at the time of transfer.
AB566,133,23 20(7) Except as otherwise provided in ss. 179.0601 (2) (d) 2. and 179.0603 (4) (b),
21if a general or limited partner transfers a transferable interest, the transferor
22retains the rights of a general or limited partner other than the transferable interest
23transferred and retains all the duties and obligations of a general or limited partner.
AB566,134,2 24(8) If a general or limited partner transfers a transferable interest to a person
25that becomes a general or limited partner with respect to the transferred interest,

1the transferee is liable for the transferor's obligations under ss. 179.0502 and
2179.0505 known to the transferee when the transferee becomes a partner.
AB566,134,8 3179.0703 Charging order. (1) On application by a judgment creditor of a
4partner or transferee, a court may enter a charging order against the transferable
5interest of the judgment debtor for the unsatisfied amount of the judgment. A
6charging order constitutes a lien on a judgment debtor's transferable interest and
7requires the limited partnership to pay over to the person to which the charging order
8was issued any distribution that otherwise would be paid to the judgment debtor.
AB566,134,10 9(2) To the extent necessary to effectuate the collection of distributions pursuant
10to a charging order in effect under sub. (1), the court may do any of the following:
AB566,134,1211 (a) Appoint a receiver of the distributions subject to the charging order, with
12the power to make all inquiries the judgment debtor might have made.
AB566,134,1313 (b) Make all other orders necessary to give effect to the charging order.
AB566,134,18 14(3) Upon a showing that distributions under a charging order will not pay the
15judgment debt within a reasonable time, the court may foreclose the lien and order
16the sale of the transferable interest. The purchaser at the foreclosure sale obtains
17only the transferable interest, does not thereby become a partner, and is subject to
18s. 179.0702.
AB566,134,22 19(4) At any time before foreclosure under sub. (3), the partner or transferee
20whose transferable interest is subject to a charging order under sub. (1) may
21extinguish the charging order by satisfying the judgment and filing a certified copy
22of the satisfaction with the court that issued the charging order.
AB566,135,2 23(5) At any time before foreclosure under sub. (3), a limited partnership or one
24or more partners whose transferable interests are not subject to the charging order

1may pay to the judgment creditor the full amount due under the judgment and
2thereby succeed to the rights of the judgment creditor, including the charging order.
AB566,135,4 3(6) This chapter does not deprive any partner or transferee of the benefit of any
4exemption law applicable to the transferable interest of the partner or transferee.
AB566,135,8 5(7) This section provides the exclusive remedy by which a person seeking, in
6the capacity of a judgment creditor, to enforce a judgment against a partner or
7transferee may satisfy the judgment from the judgment debtor's transferable
8interest.
AB566,135,10 9179.0704 Power of legal representative of deceased partner. If a partner
10dies, the deceased partner's legal representative may exercise any of the following:
AB566,135,11 11(1) The rights of a transferee provided in s. 179.0702 (3).
AB566,135,13 12(2) For purposes of settling the estate, the rights of a current limited partner
13under s. 179.0304.
AB566,135,1414 subchapter VIII
AB566,135,15 15DISSOLUTION AND WINDING UP
AB566,135,18 16179.0801 Events causing dissolution. (1) A limited partnership is
17dissolved, and its activities and affairs must be wound up, upon the occurrence of any
18of the following:
AB566,135,2019 (a) An event or circumstance that the partnership agreement states causes
20dissolution.
AB566,135,2421 (b) The affirmative vote or consent to dissolve of all general partners and of
22limited partners owning a majority of the rights to receive distributions, whether as
23a general partner, a limited partner, or both, at the time the vote or consent is to be
24effective.
AB566,136,2
1(c) After the dissociation of a person as a general partner if any of the following
2applies:
AB566,136,73 1. If the partnership has at least one remaining general partner, the
4affirmative vote or consent to dissolve the partnership not later than 90 days after
5the dissociation by partners owning a majority of the rights to receive distributions,
6whether as a general partner, a limited partner, or both, at the time the vote or
7consent is to be effective.
AB566,136,108 2. If the partnership does not have a remaining general partner, the passage
9of 90 days after the dissociation unless, before the end of the period, all of the
10following occur:
AB566,136,1411 a. Consent to continue the activities and affairs of the partnership and admit
12at least one general partner is given by limited partners owning a majority of the
13rights to receive distributions as limited partners at the time the consent is to be
14effective.
AB566,136,1615 b. At least one person is admitted as a general partner in accordance with the
16consent.
AB566,136,1917 (d) The passage of 90 consecutive days after the dissociation of the
18partnership's last limited partner unless, before the end of the period, the
19partnership admits at least one limited partner.
AB566,136,2120 (e) The passage of 90 consecutive days during which the partnership has only
21one partner unless, before the end of the period, all of the following are satisfied:
AB566,136,2222 1. The partnership admits at least one person as a partner.
AB566,136,2423 2. If the previously sole remaining partner is only a general partner, the
24partnership admits the person as a limited partner.
AB566,137,2
13. If the previously sole remaining partner is only a limited partner, the
2partnership admits a person as a general partner.
AB566,137,43 (f) On application by a partner, the entry by the circuit court of an order
4dissolving the partnership on any of the following grounds:
AB566,137,65 1. That the conduct of all or substantially all the partnership's activities and
6affairs is unlawful.
AB566,137,97 2. That it is not reasonably practicable to carry on the partnership's activities
8and affairs in conformity with the certificate of limited partnership and partnership
9agreement.
AB566,137,1110 (g) The signing and filing of a notice of administrative dissolution by the
11department under s. 179.0811.
AB566,137,15 12(2) If an event occurs that imposes a deadline on a limited partnership under
13sub. (1) and, before the partnership has met the requirements of the deadline,
14another event occurs that imposes a different deadline on the partnership under sub.
15(1), all of the following apply:
AB566,137,1716 (a) The occurrence of the second event does not affect the deadline caused by
17the first event.
AB566,137,1918 (b) The partnership's meeting of the requirements of the first deadline does not
19extend the second deadline.
AB566,137,22 20179.0802 Winding up. (1) A dissolved limited partnership shall wind up its
21activities and affairs and, except as otherwise provided in s. 179.0803, the
22partnership continues after dissolution only for the purpose of winding up.
AB566,138,2 23(2) (a) In winding up its activities and affairs, a limited partnership shall
24discharge the partnership's debts, obligations, and other liabilities, settle and close

1the partnership's activities and affairs, and marshal and distribute the assets of the
2partnership.
AB566,138,43 (b) In winding up its activities and affairs, a limited partnership may do any
4of the following:
AB566,138,65 1. Amend its certificate of limited partnership to state that the partnership is
6dissolved.
AB566,138,87 2. Preserve the partnership's activities and affairs and property as a going
8concern for a reasonable time.
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