Chapter 178

178.1154   Filings required for domestication; effective date.

178.1155   Effect of domestication.

178.1161   Restrictions on approval of mergers, interest exchanges, conversions and domestications.

SUBCHAPTER XII

MISCELLANEOUS PROVISIONS

178.1201   Uniformity of application and construction.

178.1202   Relation to electronic signatures in global and national commerce act.

subch. I of ch. 178 SUBCHAPTER I

GENERAL PROVISIONS

178.0101 178.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Partnership Law.”

178.0101 History History: 2015 a. 295.

178.0102 178.0102 Definitions. In this chapter:

178.0102(1) (1) “Business” includes every trade, occupation, and profession.

178.0102(2) (2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 178.0403 which is provided by a person to a partnership to become a partner or in the person’s capacity as a partner.

178.0102(3) (3) “Debtor in bankruptcy” means a person that is the subject of any of the following:

178.0102(3)(a) (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

178.0102(3)(b) (b) A comparable order under federal, state, or foreign law governing insolvency.

178.0102(3m) (3m) “Department” means the department of financial institutions.

178.0102(4) (4) 

178.0102(4)(a) (a) Except as provided in par. (b), “distribution” means a transfer of money or other property from a partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term includes all of the following:

178.0102(4)(a)1. 1. A redemption or other purchase by a partnership of a transferable interest.

178.0102(4)(a)2. 2. A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s business or have access to records or other information concerning the partnership’s business.

178.0102(4)(b) (b) “Distribution” does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.

178.0102(4c) (4c) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state.

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).