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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.
AB566,72,7 5(3) Two or more persons intending to become the initial partners of a limited
6partnership may make an agreement providing that upon the formation of the
7partnership the agreement will become the partnership agreement.
AB566,72,13 8179.0107 Partnership agreement; effect on 3rd parties and
9relationship to records effective on behalf of limited partnership.
(1) A
10partnership agreement may specify that its amendment requires the approval of a
11person that is not a party to the agreement or the satisfaction of a condition. An
12amendment is ineffective if its adoption does not include the required approval or
13satisfy the specified condition.
AB566,72,19 14(2) The obligations of a limited partnership and its partners to a person in the
15person's capacity as a transferee or person dissociated as a partner are governed by
16the partnership agreement. Subject only to a court order issued under s. 179.0703
17(2) (b) to effectuate a charging order, all of the following apply to an amendment to
18the partnership agreement made after a person becomes a transferee or is
19dissociated as a partner:
AB566,72,2220 (a) Except as provided in par. (b), the amendment is effective with regard to any
21debt, obligation, or other liability of the partnership or its partners to the person in
22the person's capacity as a transferee or person dissociated as a partner.
AB566,72,2423 (b) The amendment is not effective to the extent the amendment imposes a new
24debt, obligation, or other liability on the transferee or person dissociated as a partner.
AB566,73,4
1(3) If a record delivered by a limited partnership to the department for filing
2becomes effective and contains a provision that would be ineffective under s.
3179.0105 (3) or (4) (b) if contained in the partnership agreement, the provision is
4ineffective in the record.
AB566,73,7 5(4) Subject to sub. (3), if a record delivered by a limited partnership to the
6department for filing becomes effective and conflicts with a provision of the
7partnership agreement, all of the following apply:
AB566,73,98 (a) The agreement prevails as to partners, persons dissociated as partners, and
9transferees.
AB566,73,1110 (b) The record prevails as to other persons to the extent they reasonably rely
11on the record.
AB566,73,13 12179.0108 Required information. A limited partnership shall maintain all
13of the following information:
AB566,73,16 14(1) A current list showing the full name and last known street and mailing
15address of each partner, separately identifying the general partners, in alphabetical
16order, and the limited partners, in alphabetical order.
AB566,73,19 17(2) A copy of the initial certificate of limited partnership and all amendments
18to and restatements of the certificate, together with signed copies of any powers of
19attorney under which any certificate, amendment, or restatement has been signed.
AB566,73,21 20(3) A copy of any filed articles of merger, interest exchange, conversion, or
21domestication.
AB566,73,23 22(4) A copy of the partnership's federal, state, and local income tax returns, if
23any, for the 3 most recent years.
AB566,73,25 24(5) A copy of any partnership agreement made in a record and any amendment
25made in a record to any partnership agreement.
AB566,74,2
1(6) A copy of the financial statements of the partnership, if any, for the 3 most
2recent years.
AB566,74,4 3(7) A copy of the 3 most recent annual reports delivered by the partnership to
4the department pursuant to s. 179.0212.
AB566,74,7 5(8) A copy of any record made by the partnership during the past 3 years of any
6consent given by or vote taken of any partner pursuant to this chapter or the
7partnership agreement.
AB566,74,9 8(9) Unless contained in a partnership agreement made in a record, a record
9stating all of the following:
AB566,74,1110 (a) A description and statement of the agreed value of contributions other than
11money made and agreed to be made by each partner.
AB566,74,1312 (b) The times at which, or events upon the occurrence of which, any additional
13contributions agreed to be made by each partner are to be made.
AB566,74,1514 (c) For any person that is both a general partner and a limited partner, a
15specification of what transferable interest the person owns in each capacity.
AB566,74,1716 (d) Any events upon the occurrence of which the partnership is to be dissolved
17and its activities and affairs wound up.
AB566,74,25 18179.0109 Dual capacity. A person may be both a general partner and a
19limited partner. A person that is both a general and limited partner has the rights,
20powers, duties, and obligations provided by this chapter and the partnership
21agreement in each of those capacities. When the person acts as a general partner,
22the person is subject to the obligations, duties, and restrictions under this chapter
23and the partnership agreement for general partners. When the person acts as a
24limited partner, the person is subject to the obligations, duties, and restrictions
25under this chapter and the partnership agreement for limited partners.
AB566,75,4
1179.0110 Nature, purpose, and duration of limited partnership. (1) A
2limited partnership is an entity distinct from its partners. A limited partnership is
3the same entity regardless of whether its certificate states that the limited
4partnership is a limited liability limited partnership.
AB566,75,6 5(2) A limited partnership may have any lawful purpose, regardless of whether
6for profit.
AB566,75,7 7(3) A limited partnership has perpetual duration.
AB566,75,10 8179.0111 Powers. A limited partnership has the capacity to sue and be sued
9in its own name and the power to do all things necessary or convenient to carry on
10its activities and affairs.
AB566,75,12 11179.0112 Applicability. (1) This chapter applies to a limited partnership
12formed on or after January 1, 2023.
AB566,75,14 13(2) On January 1, 2023, this chapter applies to a limited partnership formed
14before January 1, 2023, except as follows:
AB566,75,2015 (a) If a limited partnership elects, in a manner allowed by law for amending the
16partnership agreement, to be subject to this chapter as of any date between the
17effective date of this paragraph .... [LRB inserts date], and January 1, 2023, and files
18with the department a statement of applicability to that effect, this chapter applies
19to the limited partnership as of the date that the statement of applicability is
20effective under s. 179.0207.
AB566,76,921 (b) If a limited partnership elects, in a manner allowed by law for amending the
22partnership agreement, to continue to be subject to ch. 179, 2019 stats., and ch. 178,
232013 stats., to the extent not inconsistent with ch. 179, 2019 stats., and files with the
24department a statement of nonapplicability to that effect prior to January 1, 2023,
25the limited partnership shall not be subject to this chapter, except for requirements

1relating to filing or obtaining copies of records with the department, receiving or
2responding to notices from the department, and complying with administrative rules
3promulgated under this chapter. The limited partnership shall instead be and
4remain subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not
5inconsistent with ch. 179, 2019 stats. Thereafter, if the partnership elects, in such
6manner, to be subject to this chapter as of any subsequent date and files with the
7department a statement of applicability to that effect, this chapter applies to the
8limited partnership as of the date that the statement of applicability is effective
9under s. 179.0207.
AB566,76,1110 (c) Any statement of applicability to be subject to this chapter pursuant to a
11valid election by the limited partnership shall be irrevocable upon such filing.
AB566,76,1312 (d) Upon this chapter becoming applicable with respect to a limited
13partnership, all of the following apply:
AB566,76,1614 1. This chapter shall not, and the corresponding provisions of ch. 179, 2019
15stats., shall, be applicable with respect to obligations incurred by the limited
16partnership prior to such applicability.
AB566,76,2017 2. Any provisions of a partnership agreement that were valid and in effect
18immediately prior to this chapter becoming applicable with respect to the limited
19partnership shall continue to be valid and applicable to the extent allowed under
20prior law.
AB566,76,22 21179.0113 Supplemental principles of law. Unless displaced by particular
22provisions of this chapter, the principles of law and equity supplement this chapter.
AB566,76,24 23179.0114 Permitted names. (1) The name of a limited partnership may
24contain the name of any partner.
AB566,77,9
1(2) The name of a limited partnership that is not a limited liability limited
2partnership must contain the words “limited partnership," or a variation of these
3words that differs only with respect to the capitalization of letters, or the
4abbreviation “LP" or a variation of this abbreviation that differs only with respect to
5capitalization of letters or punctuation, and may not contain the phrase “limited
6liability limited partnership," or a variation of these words that differs only with
7respect to the capitalization of letters, or the abbreviation “LLLP" or a variation of
8this abbreviation that differs only with respect to capitalization of letters or
9punctuation.
AB566,77,16 10(3) The name of a limited liability limited partnership must contain the phrase
11“limited liability limited partnership," or a variation of these words that differs only
12with respect to the capitalization of letters, or the abbreviation “LLLP" or a variation
13of this abbreviation that differs only with respect to capitalization of letters or
14punctuation, and may not contain the words “limited partnership” other than in the
15phrase “limited liability limited partnership” or the abbreviation “LP" other than in
16the abbreviation “LLLP.”
AB566,77,19 17(4) The name of a limited partnership, and the name under which a foreign
18limited partnership may register to do business in this state, must be distinguishable
19on the records of the department from all of the following:
AB566,77,2120 (a) Any name of an existing person whose formation required the filing of a
21record by the department and which is not at the time administratively dissolved.
AB566,77,2322 (b) Any name of a limited liability partnership whose statement of qualification
23is in effect.
AB566,77,2524 (c) Any name under which a person is registered to do business in this state by
25a filing of a record by the department.
AB566,78,2
1(d) Any name that is reserved under s. 179.0115 or other law of this state
2providing for the reservation of a name by a filing of a record by the department.
AB566,78,43 (e) Any name that is registered under s. 179.0116 or other law of this state
4providing for the registration of a name by a filing of a record by the department.
AB566,78,9 5(4m) A limited partnership or foreign limited partnership may apply to the
6department for authorization to use in this state a name that is not distinguishable
7upon the records of the department from one or more of the names described in sub.
8(4). The department shall authorize use of the name applied for if any of the following
9occurs:
AB566,78,1610 (a) The corporation, limited liability company, nonstock corporation, limited
11partnership, limited liability partnership, foreign limited partnership, general
12cooperative association, or limited cooperative association that has or has registered
13or reserved the name consents in writing to the use and submits an undertaking in
14a form satisfactory to the department to change its name to a name that is
15distinguishable upon the records of the department from the name of the applicant,
16or to cancel the registration or reservation.
AB566,78,1917 (b) The applicant delivers to the department a certified copy of a final judgment
18of a court of competent jurisdiction establishing the applicant's right to use the name
19applied for in this state.
AB566,79,3 20(6) In determining whether a name is the same as or not distinguishable on the
21records of the department from the name of another person, words, phrases, or
22abbreviations indicating a type of entity, such as “corporation," “ Corp.,"
23“incorporated," “service corporation,” “SC,” “ Inc.," “Limited," “Ltd.," “limited
24partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
25partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"

1“limited liability company," “LLC," “cooperative association," or “cooperative," or a
2variation of these abbreviations that differs only with respect to capitalization of
3letters or punctuation, may not be taken into account.
AB566,79,7 4(8) The name of a limited partnership or foreign limited partnership may not
5contain language stating or implying that the entity is organized for a purpose
6subject to regulation under another statute of this state, unless its purpose is not
7prohibited by, and the entity is subject to all the limitations of, the other statute.
AB566,79,13 8(9m) A limited partnership or foreign limited partnership may use in this state
9the name, including the fictitious name, that is used in this state by a corporation,
10limited liability company, nonstock corporation, limited partnership, limited
11liability partnership, foreign limited partnership, general cooperative association, or
12limited cooperative association if the limited partnership or foreign limited
13partnership proposing to use the name has done any of the following:
AB566,79,1414 (a) Merged with the other business entity.
AB566,79,1515 (b) Been formed by reorganization of the other business entity.
AB566,79,1716 (c) Acquired all or substantially all of the assets, including the name, of the
17other business entity.
AB566,79,25 18179.0115 Reservation of name. (1) A person may reserve the exclusive use
19of a name that complies with s. 179.0114, including a fictitious name for a foreign
20limited partnership whose partnership name is not available, by delivering an
21application to the department for filing. The application shall include the name and
22address of the applicant and the name proposed to be reserved. If the department
23finds that the name is available, the department shall reserve the name for the
24applicant's exclusive use for a 120-day period, which may be renewed by the
25applicant or a transferee under sub. (2) from time to time.
AB566,80,4
1(2) The person who has the right to exclusive use of a reserved name under sub.
2(1) may transfer the reservation to another person by delivering to the department
3a signed notice in a record of the transfer which states the name and address of the
4person to which the reservation is being transferred.
AB566,80,9 5179.0116 Registration of name. (1) A foreign limited partnership not
6registered to do business in this state under subch. X may register its name, or a
7fictitious name adopted pursuant to s. 179.1006 (1), if the name is distinguishable
8on the records of the department from the names that are not available under s.
9179.0114.
AB566,80,15 10(2) To register its name or a fictitious name adopted pursuant to s. 179.1006
11(1), a foreign limited partnership must deliver to the department for filing an
12application stating the partnership's name, the jurisdiction and date of its formation,
13and any fictitious name adopted pursuant to s. 179.1006 (1). If the department finds
14that the name applied for is available, the department shall register the name for the
15applicant's exclusive use.
AB566,80,17 16(3) The registration of a name under this section expires annually on December
1731.
AB566,80,22 18(4) A foreign limited partnership whose name registration is effective may
19renew the registration by delivering to the department for filing, between October
2031 and December 31 of each year that the registration is in effect, a renewal
21application that complies with this section. When filed, the renewal application
22renews the registration for the next year.
AB566,80,25 23(5) A foreign limited partnership whose name registration is effective may
24register as a foreign limited partnership under the registered name or consent in a
25signed record to the use of that name by another person that is not an individual.
AB566,81,5
1179.0117 Registered agent and registered office. (1) Each limited
2partnership and each registered foreign limited partnership shall designate and
3maintain a registered agent and registered office in this state. The designation of
4a registered agent is an affirmation of fact by the limited partnership or registered
5foreign limited partnership that the agent has consented to serve.
AB566,81,11 6(1m) The registered office of a limited partnership or registered foreign limited
7partnership may, but need not, be the same as any of the partnership's places of
8business or activity. The registered office must be an actual physical location with
9a street address and not solely a post office box, mailbox service, or telephone
10answering service. The registered agent of a limited partnership or registered
11foreign limited partnership shall be any of the following:
AB566,81,1312 (a) A natural person who resides in this state and whose business office is
13identical with the registered office.
AB566,81,1614 (b) A domestic corporation, nonstock corporation, limited liability company,
15limited partnership, or limited liability partnership whose business office is
16identical with the registered office.
AB566,81,2017 (c) A foreign corporation, nonstock corporation, limited liability company,
18limited partnership, or registered limited liability partnership if that entity is
19authorized to transact business in this state and the entity's business office is
20identical with the registered office.
AB566,81,23 21(2) A registered agent for a limited partnership or registered foreign limited
22partnership must have an e-mail address and a place of business or activity in this
23state.
AB566,81,25 24(3) The only duties under this chapter of a registered agent that has complied
25with this chapter are the following:
AB566,82,4
1(a) To forward to the limited partnership or registered foreign limited
2partnership at the address most recently supplied to the agent by the partnership
3or foreign partnership any process, notice, or demand pertaining to the partnership
4or foreign partnership which is served on or received by the agent.
AB566,82,75 (b) If the registered agent resigns, to provide the notice required by s. 179.0119
6(3) to the partnership or foreign partnership at the address most recently supplied
7to the agent by the partnership or foreign partnership.
AB566,82,98 (c) To keep current the information with respect to the agent in the certificate
9of limited partnership or foreign registration statement.
AB566,82,14 10179.0118 Change of registered agent or registered office by limited
11partnership.
(1) A limited partnership or registered foreign limited partnership
12may change its registered agent or registered office as provided in s. 179.0212 (5) or
13by delivering to the department for filing a statement of change that states all of the
14following:
AB566,82,1515 (a) The name of the partnership or foreign partnership.
AB566,82,1716 (b) The information that is to be in effect as a result of the filing of the statement
17of change.
AB566,82,19 18(2) The general or limited partners of a limited partnership need not approve
19the filing of any of the following:
AB566,82,2020 (a) A statement of change under this section.
AB566,82,2221 (b) A similar filing changing the registered agent or registered office, if any, of
22the partnership in any other jurisdiction.
AB566,82,25 23(3) A statement of change under this section designating a new registered
24agent is an affirmation of fact by the limited partnership or registered foreign limited
25partnership that the agent has consented to serve.
AB566,83,2
1(4) As an alternative to using the procedure in this section, a limited
2partnership may amend its certificate of limited partnership.
AB566,83,6 3179.0119 Resignation of registered agent. (1) A registered agent may
4resign as agent for a limited partnership or registered foreign limited partnership
5by delivering to the department for filing a statement of resignation that states all
6of the following:
AB566,83,77 (a) The name of the partnership or foreign partnership.
AB566,83,88 (b) The name of the agent.
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