Chapter 178

178.0102(4j) (4j) “Electronic” means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

178.0102(4p) (4p) “Entity” means a person other than an individual.

178.0102(4t) (4t) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state.

178.0102(5) (5) “Foreign limited liability partnership” means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to s. 178.0306 (3).

178.0102(6) (6) “Foreign partnership” means an association that would be a partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability partnership.

178.0102(6g) (6g) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

178.0102(6m) (6m) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 178.0104 or the corresponding applicable law with respect to entities other than domestic partnerships.

178.0102(7) (7) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

178.0102(8m) (8m) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

178.0102(9) (9) “Limited liability partnership,” except in the phrase “foreign limited liability partnership,” or “domestic limited liability partnership” means a partnership that has filed a statement of qualification under s. 178.0901 and does not have a similar statement in effect in any other jurisdiction.

178.0102(10) (10) “Partner” means a person that satisfies all of the following:

178.0102(10)(a) (a) The person has become a partner in a partnership under s. 178.0402 or was a partner in a partnership when the partnership became subject to this chapter.

178.0102(10)(b) (b) The person has not dissociated as a partner under s. 178.0601.

178.0102(11) (11) “Partnership” or “domestic partnership” means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6) or organized under another chapter, to carry on as co-owners a business for profit whose governing law is the law of this state, and which is subject to this chapter, including an association that has become and is still subject to this chapter. The term includes a limited liability partnership.

178.0102(12) (12) “Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in s. 178.0105 (1). The term includes the agreement as amended or restated.

178.0102(13) (13) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

178.0102(14) (14) “Person” means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

178.0102(15) (15) “Principal office” means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state.

178.0102(16) (16) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

178.0102(17) (17) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

178.0102(18) (18) “Registered agent” means an agent of a limited liability partnership or foreign limited liability partnership that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.

178.0102(19) (19) “Registered foreign limited liability partnership” means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the department.

178.0102(20) (20) “Sign” means, with present intent to authenticate or adopt a record, any of the following:

178.0102(20)(a) (a) To execute or adopt a tangible symbol.

178.0102(20)(b) (b) To attach to or logically associate with the record an electronic symbol, sound, or process.

178.0102(21) (21) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

178.0102(22) (22) “Transfer” includes all of the following:

178.0102(22)(a) (a) An assignment.

178.0102(22)(b) (b) A conveyance.

178.0102(22)(c) (c) A sale.

178.0102(22)(d) (d) A lease.

178.0102(22)(e) (e) An encumbrance, including a mortgage or security interest.

178.0102(22)(f) (f) A gift.

178.0102(22)(g) (g) A transfer by operation of law.

178.0102(23) (23) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

178.0102(24) (24) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

178.0102 History History: 2015 a. 295; 2021 a. 258.

178.0103 178.0103 Knowledge; notice.

178.0103(1) (1) A person knows a fact if any of the following applies:

178.0103(1)(a) (a) The person has actual knowledge of the fact.

178.0103(1)(b) (b) The person is deemed to know the fact under sub. (4) (a) or law other than this chapter.

178.0103(2) (2) A person has notice of a fact if any of the following applies:

178.0103(2)(a) (a) The person has reason to know the fact from all the facts known to the person at the time in question.

178.0103(2)(b) (b) The person is deemed to have notice of the fact under sub. (4) (b).

178.0103(3) (3) Subject to s. 178.0117 (6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

178.0103(4) (4) 

178.0103(4)(a) (a) A person not a partner is deemed to know of a limitation on authority to transfer real property as provided in s. 178.0303 (7).

178.0103(4)(b) (b) A person not a partner is deemed to have notice of all of the following as follows:

178.0103(4)(b)1. 1. A person’s dissociation as a partner 90 days after a statement of dissociation under s. 178.0704 becomes effective.

178.0103(4)(b)2. 2. A partnership’s dissolution 90 days after a statement of dissolution under s. 178.0802 becomes effective.

178.0103(4)(b)3. 3. A partnership’s termination 90 days after a statement of termination under s. 178.0802 becomes effective.

178.0103(4)(b)4. 4. A partnership’s participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. XI become effective.

178.0103(5) (5) Except for a transferor partner’s notice or knowledge of the transfer under s. 178.0503 (4) or a withdrawing partner’s notice or knowledge of the withdrawal under s. 178.0601 (1), a partner’s knowledge or notice of a fact relating to the partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

178.0103(6) (6) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:

178.0103(6)(a) (a) When received.

178.0103(6)(b) (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

178.0103(6)(c) (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

178.0103(6)(d) (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

178.0103 History History: 2015 a. 295; 2021 a. 258.

178.0104 178.0104 Governing law.

178.0104(1m) (1m) The internal affairs of an association that would be a partnership if its governing law were the law of this state and the liability of the persons so associated for a debt, obligation, or other liability of the association are governed by the law of this state if any of the following applies:

178.0104(1m)(a) (a) The association is a domestic limited liability partnership.

178.0104(1m)(b) (b) In the case of any association other than a domestic or foreign limited liability partnership, the partnership agreement designates the law of this state as its governing law or, in the absence of such designation, the association has its principal office in this state.

178.0104(2m) (2m) The fact that one or more of the partners of a partnership are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1m).

178.0104(3m) (3m) The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1m) shall be brought solely and exclusively in the courts of this state.

178.0104 History History: 2015 a. 295; 2021 a. 258.

178.0105 178.0105 Partnership agreement; scope, function, and limitations.

178.0105(1) (1) Except as otherwise provided in subs. (3) and (4), the partnership agreement governs all of the following:

178.0105(1)(a) (a) Relations among the partners as partners and between the partners and the partnership.

178.0105(1)(b) (b) The business of the partnership and the conduct of that business.

178.0105(1)(c) (c) The means and conditions for amending the partnership agreement.

178.0105(1)(d) (d) Mergers, interest exchanges, conversions, and domestications under subch. XI.

178.0105(2) (2) To the extent the partnership agreement does not provide for a matter described in sub. (1), this chapter governs the matter.

178.0105(3) (3) A partnership agreement may not do any of the following:

178.0105(3)(a) (a) Vary the law applicable under ss. 178.0104 (1m) (a) and 178.0110.

178.0105(3)(c) (c) Vary the provisions of s. 178.0307.

178.0105(3)(d) (d) Unreasonably restrict the duties and rights under s. 178.0408, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages and security, for a breach of any reasonable restriction on use.

178.0105(3)(e) (e) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4).

178.0105(3)(f) (f) Eliminate the contractual obligation of good faith and fair dealing under s. 178.0409 (4), but the partnership agreement may, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation.

178.0105(3)(g) (g) Unreasonably restrict the right of a person to maintain an action under s. 178.0410 (2).

178.0105(3)(h) (h) Relieve or exonerate a partner from liability for conduct that constitutes any of the following:

178.0105(3)(h)1. 1. A willful failure to deal fairly with the partnership or its partners in connection with a matter in which the partner has a material conflict of interest.

178.0105(3)(h)2. 2. A violation of the criminal law, unless the partner had reasonable cause to believe that the partner’s conduct was lawful or no reasonable cause to believe that the partner’s conduct was unlawful.

178.0105(3)(h)3. 3. A transaction from which the partner derived an improper personal profit.

178.0105(3)(h)4. 4. Willful misconduct.

178.0105(3)(i) (i) Unless the partnership is a limited liability partnership, vary the power of a person to dissociate as a partner under s. 178.0602 (1), except to require that the notice under s. 178.0601 (1) be in a record and to not unreasonably specify how the notice must be given.

178.0105(3)(j) (j) Vary the grounds for expulsion specified in s. 178.0601 (5).

178.0105(3)(k) (k) Vary the causes of dissolution specified in s. 178.0801 (4) or (5).

178.0105(3)(L) (L) Vary the requirement to wind up the partnership’s business as specified in s. 178.0802 (1), (2) (a), and (4).