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AB566,96,1918 (a) Return the record or notify the person that submitted the record of the
19refusal.
AB566,96,2020 (b) Provide a brief explanation in a record of the reason for the refusal.
AB566,96,24 21(4) If the department refuses to file a record, the person that submitted the
22record may petition the circuit court to compel filing of the record. The record and
23the explanation of the department of the refusal to file must be attached to the
24petition. The court may decide the matter in a summary proceeding.
AB566,97,2
1(5) The filing of or refusal to file a record does not create a presumption of any
2of the following:
AB566,97,33 (a) That the record does or does not conform to the requirements of this chapter.
AB566,97,44 (b) That the information contained in the record is correct or incorrect.
AB566,97,7 5(6) Except as otherwise provided by s. 179.0121 or by law other than this
6chapter, the department may deliver any record to a person by delivering it in any
7of the following ways:
AB566,97,88 (a) In person to the person that submitted it.
AB566,97,99 (b) To the address of the person's registered agent.
AB566,97,1010 (c) To the principal office of the person.
AB566,97,1111 (d) To another address the person provides to the department for delivery.
AB566,97,14 12179.0211 Certificate of status. (1) Any person may obtain from the
13department, upon request, a certificate of status for a limited partnership or
14registered foreign limited partnership.
AB566,97,15 15(2) A certificate of status shall include all of the following information:
AB566,97,1716 (a) The domestic partnership's partnership name or the foreign partnership's
17partnership name and fictitious name, if any, used in this state.
AB566,97,1818 (b) Whether each of the following is true:
AB566,97,2119 1. The domestic partnership is a limited partnership whose governing law is
20the law of this state, or the foreign limited partnership is authorized to transact
21business in this state.
AB566,97,2422 2. The domestic partnership or the foreign partnership has, during its most
23recently completed report year, filed with the department an annual report required
24by s. 179.0212.
AB566,98,2
13. The domestic partnership has not filed a statement of dissolution or
2statement of termination.
AB566,98,53 4. The foreign partnership has not filed a statement of withdrawal of its foreign
4registration under s. 179.1011 and, if not, the effective date of its registration
5statement.
AB566,98,76 (c) The domestic partnership's effective date of its certificate of limited
7partnership and the period of its duration if less than perpetual.
AB566,98,9 8(3) The certificate of status may include other facts of record in the department
9that are requested.
AB566,98,13 10(4) Subject to any qualification stated in a certificate of status issued by the
11department, the certificate is conclusive evidence that the limited partnership or the
12foreign limited partnership is in existence or is authorized to transact business in
13this state.
AB566,98,16 14(5) Upon request, by telephone or otherwise, the department shall confirm by
15telephone any of the information required in a certificate of status under sub. (2) and
16may confirm any other information permitted under sub. (3).
AB566,98,19 17179.0212 Annual report for department. (1) A limited partnership or
18registered foreign limited partnership shall deliver to the department for filing an
19annual report that states all of the following:
AB566,98,2020 (a) The name of the partnership or registered foreign partnership.
AB566,98,2221 (b) The street address of its registered office in this state and the name and
22e-mail address of its registered agent at that office.
AB566,98,2323 (c) The street address of its principal office.
AB566,98,2424 (d) The name of at least one general partner.
AB566,99,2
1(e) In the case of a foreign partnership, the jurisdiction of its governing law and
2any fictitious name adopted under s. 179.1006 (1).
AB566,99,4 3(2) Information in the annual report must be current as of the date the report
4is signed by the limited partnership or registered foreign limited partnership.
AB566,99,8 5(3) (a) A domestic limited partnership shall deliver its annual report to the
6department in each year following the calendar year in which the domestic limited
7partnership's certificate of limited partnership became effective, during the calendar
8year quarter in which the anniversary date of the certificate effective date occurs.
AB566,99,119 (b) A registered foreign limited partnership shall deliver its annual report to
10the department during the first calendar quarter of each year following the calendar
11year in which the foreign limited partnership registered to do business in this state.
AB566,99,17 12(4) If an annual report does not contain the information required by this
13section, the department promptly shall notify the reporting limited partnership or
14registered foreign limited partnership in a record and return the report to it for
15correction. If the annual report is corrected to contain the information required by
16this section and delivered to the department within 30 days after the effective date
17of the notice under s. 179.0103 (7m), the annual report is timely filed.
AB566,99,21 18(5) If an annual report contains a registered office or registered agent which
19differs from the information shown in the records of the department immediately
20before the report becomes effective, the differing information is considered a
21statement of change under s. 179.0118.
AB566,99,2222 subchapter III
AB566,99,2323 LIMITED PARTNERS
AB566,100,3
1179.0301 Becoming limited partner. (1) Upon formation of a limited
2partnership, a person becomes a limited partner as agreed among the persons that
3are to be the initial partners.
AB566,100,5 4(2) After formation of a limited partnership, a person becomes a limited partner
5in any of the following ways:
AB566,100,66 (a) As provided in the partnership agreement.
AB566,100,77 (b) As the result of a transaction effective under subch. XI.
AB566,100,88 (c) With the affirmative vote or consent of all the partners.
AB566,100,99 (d) As provided in s. 179.0801 (1) (d) or (e).
AB566,100,10 10(3) A person may become a limited partner without doing any of the following:
AB566,100,1111 (a) Acquiring a transferable interest.
AB566,100,1312 (b) Making or being obligated to make a contribution to the limited
13partnership.
AB566,100,16 14179.0302 No agency power of limited partner as limited partner. (1)
15A limited partner is not an agent of a limited partnership solely by reason of being
16a limited partner.
AB566,100,19 17(2) A person's status as a limited partner does not prevent or restrict law other
18than this chapter from imposing liability on a limited partnership because of the
19person's conduct.
AB566,101,2 20179.0303 No liability as limited partner for limited partnership
21obligations.
(1) A debt, obligation, or other liability of a limited partnership is not
22the debt, obligation, or other liability of a limited partner. A limited partner is not
23personally liable, directly or indirectly, by way of contribution or otherwise, for a
24debt, obligation, or other liability of the partnership solely by reason of being or
25acting as a limited partner, even if the limited partner participates in the

1management and control of the limited partnership. This subsection applies
2regardless of the dissolution of the partnership.
AB566,101,6 3(2) The failure of a limited partnership to observe formalities relating to the
4exercise of its powers or management of its activities and affairs is not a ground for
5imposing liability on a limited partner for a debt, obligation, or other liability of the
6partnership.
AB566,101,12 7179.0304 Rights to information of limited partner and person
8dissociated as limited partner.
(1) On 10 days' demand made in a record received
9by the limited partnership, a limited partner may inspect and copy required
10information during regular business hours in the limited partnership's principal
11office. The limited partner need not have any particular purpose for seeking the
12information.
AB566,101,16 13(2) During regular business hours and at a reasonable location specified by the
14limited partnership, a limited partner may inspect and copy information regarding
15the activities and affairs, financial condition, and other circumstances of the limited
16partnership as is just and reasonable if all of the following apply:
AB566,101,1817 (a) The limited partner seeks the information for a purpose reasonably related
18to the partner's interest as a limited partner.
AB566,101,2119 (b) The limited partner makes a demand in a record received by the limited
20partnership, describing with reasonable particularity the information sought and
21the purpose for seeking the information.
AB566,101,2322 (c) The information sought is directly connected to the limited partner's
23purpose.
AB566,102,3
1(3) Not later than 10 days after receiving a demand pursuant to sub. (2), the
2limited partnership shall inform, in a record, the limited partner that made the
3demand of all of the following:
AB566,102,54 (a) What information the partnership will provide in response to the demand
5and when and where the partnership will provide the information.
AB566,102,76 (b) The partnership's reasons for declining, if the partnership declines to
7provide any demanded information.
AB566,102,12 8(4) Whenever this chapter or a partnership agreement provides for a limited
9partner to vote on or give or withhold consent to a matter, before the vote is cast or
10consent is given or withheld, the limited partnership shall, without demand, provide
11the limited partner with all information that is known to the partnership and that
12is material to the limited partner's decision.
AB566,102,15 13(5) On 10 days' demand made in a record received by a limited partnership, a
14person dissociated as a limited partner may have access to information to which the
15person was entitled while a limited partner if all of the following apply:
AB566,102,1716 (a) The information pertains to the period during which the person was a
17limited partner.
AB566,102,1818 (b) The person seeks the information in good faith.
AB566,102,2019 (c) The person satisfies the requirements imposed on a limited partner by sub.
20(2).
AB566,102,22 21(6) A limited partnership shall respond to a demand made pursuant to sub. (5)
22in the manner provided in sub. (3).
AB566,102,24 23(7) A limited partnership may charge a person that makes a demand under this
24section reasonable costs of copying, limited to the costs of labor and material.
AB566,103,5
1(8) A limited partner or person dissociated as a limited partner may exercise
2the rights under this section through an agent or, in the case of an individual under
3legal disability, a legal representative. Any restriction or condition imposed by the
4partnership agreement or under sub. (10) applies both to the agent or legal
5representative and to the limited partner or person dissociated as a limited partner.
AB566,103,7 6(9) Subject to s. 179.0704, the rights under this section do not extend to a person
7as transferee.
AB566,103,14 8(10) In addition to any restriction or condition stated in its partnership
9agreement, a limited partnership, as a matter within the ordinary course of its
10activities and affairs, may impose reasonable restrictions and conditions on access
11to and use of information to be furnished under this section, including designating
12information confidential and imposing nondisclosure and safeguarding obligations
13on the recipient. In a dispute concerning the reasonableness of a restriction under
14this subsection, the partnership has the burden of proving reasonableness.
AB566,103,18 15179.0305 Limited duties of limited partners. (1) A limited partner shall
16discharge any duties to the partnership and the other partners under the
17partnership agreement and exercise any rights under this chapter or the partnership
18agreement consistently with the contractual obligation of good faith and fair dealing.
AB566,103,21 19(2) Except as otherwise provided in sub. (1), a limited partner does not have
20any duty to the limited partnership or to any other partner solely by reason of acting
21as a limited partner.
AB566,103,24 22(3) If a limited partner enters into a transaction with the limited partnership,
23the limited partner's rights and obligations arising from the transaction are the same
24as those of a person that is not a partner.
AB566,104,13
1(4m) Unless otherwise provided in the partnership agreement, any action that
2is to be voted on or consented to by some or all of the limited partners may be taken
3without a meeting of the limited partners entitled to vote or consent if all of such
4partners consent to the action. The consent shall be evidenced by one or more written
5consents describing the action, signed by each of such partners, and delivered to the
6partnership for inclusion in the partnership records. Unless otherwise provided in
7the partnership agreement, if a person, whether or not then a limited partner, so
8consenting directs, whether through instruction to an agent or otherwise, that such
9consent will be effective at a future time, including a time determined upon the
10happening of an event, then the person shall be deemed to have consented as a
11partner at this future time so long as the person is then a limited partner and did not
12revoke the consent prior to that time. Any such consent shall be revocable prior to
13its becoming effective, unless the written consent provides otherwise.
AB566,104,20 14179.0306 Person erroneously believing self to be limited partner. (1)
15Except as otherwise provided in sub. (2), a person that makes an investment in a
16business enterprise and erroneously but in good faith believes that the person has
17become a limited partner in the enterprise is not liable for the enterprise's obligations
18by reason of making the investment, receiving distributions from the enterprise, or
19exercising any rights of or appropriate to a limited partner, if, on ascertaining the
20mistake, the person does any of the following:
AB566,104,2221 (a) Causes an appropriate certificate of limited partnership, amendment, or
22statement of correction to be signed and delivered to the department for filing.
AB566,104,2523 (b) Withdraws from future participation as an owner in the enterprise by
24signing and delivering to the department for filing a statement of negation under this
25section.
AB566,105,6
1(2) A person that makes an investment described in sub. (1) is liable to the same
2extent as a general partner to any 3rd party that enters into a transaction with the
3enterprise, believing in good faith that the person is a general partner, before the
4department files a statement of negation, certificate of limited partnership,
5amendment, or statement of correction to show that the person is not a general
6partner.
AB566,105,12 7(3) If a person makes a diligent effort in good faith to comply with sub. (1) (a)
8and is unable to cause the appropriate certificate of limited partnership,
9amendment, or statement of correction to be signed and delivered to the department
10for filing, the person has the right to withdraw from the enterprise pursuant to sub.
11(1) (b) even if the withdrawal would otherwise breach an agreement with others that
12are or have agreed to become co-owners of the enterprise.
AB566,105,1313 subchapter IV
AB566,105,1414 GENERAL PARTNERS
AB566,105,17 15179.0401 Becoming general partner. (1) Upon formation of a limited
16partnership, a person becomes a general partner as agreed among the persons that
17are to be the initial partners.
AB566,105,19 18(2) After formation of a limited partnership, a person becomes a general
19partner in any of the following ways:
AB566,105,2020 (a) As provided in the partnership agreement.
AB566,105,2121 (b) As a result of a transaction effective under subch. XI.
AB566,105,2222 (c) With the affirmative vote or consent of all the partners.
AB566,105,2323 (d) As provided in s. 179.0801 (1) (c) 2.
AB566,105,24 24(3) A person may become a general partner without doing any of the following:
AB566,105,2525 (a) Acquiring a transferable interest.
AB566,106,1
1(b) Making or being obligated to make a contribution to the partnership.
AB566,106,4 2179.0402 General partner agent of limited partnership. Subject to the
3effect of a statement of partnership authority under s. 179.04023, the following rules
4apply:
AB566,106,12 5(1) Each general partner is an agent of the limited partnership for the purposes
6of its activities and affairs. An act of a general partner, including the signing of a
7record in the partnership's name, for apparently carrying on in the ordinary course
8the partnership's activities and affairs or activities and affairs of the kind carried on
9by the partnership binds the partnership, unless the general partner did not have
10authority to act for the partnership in the particular matter and the person with
11which the general partner was dealing knew or had notice that the general partner
12lacked authority.
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