Chapter 178

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).

178.0105(3)(m) (m) Vary the right of a partner under s. 178.0901 (6) to vote on or consent to a cancellation of a statement of qualification.

178.0105(3)(n) (n) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under s. 178.1123 (1), 178.1133 (1), 178.1143 (1), or 178.1153 (1), except by written provision in the partnership agreement that does not impair the rights of the partner under s. 178.1161.

178.0105(3)(np) (np) Impair the rights of a partner under s. 178.1161, except to require that the notice of acceptance under s. 178.1161 (2) be in a record or be given fewer than 60, but not fewer than 10, days of receipt of the offer.

178.0105(3)(o) (o) Vary the required contents of a plan of merger under s. 178.1122, plan of interest exchange under s. 178.1132, plan of conversion under s. 178.1142, or plan of domestication under s. 178.1152.

178.0105(3)(p) (p) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:

178.0105(3)(p)1. 1. Registered agents, except to require some form of vote or consent of the partners notwithstanding s. 178.0909 (2).

178.0105(3)(p)2. 2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.

178.0105(3)(q) (q) Except as otherwise provided in ss. 178.0106 and 178.0107 (2), restrict the rights under this chapter of a person other than a partner.

178.0105(4) (4) Subject to sub. (3) (h), without limiting other terms that may be included in a partnership agreement, the following rules apply:

178.0105(4)(a) (a) The partnership agreement may do any of the following:

178.0105(4)(a)1. 1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

178.0105(4)(a)2. 2. Alter the prohibition in s. 178.0406 (1) (b) so that the prohibition requires only that the partnership’s total assets not be less than the sum of its total liabilities.

178.0105(4)(b) (b) To the extent the partnership agreement expressly relieves a partner of a responsibility that the partner would otherwise have under this chapter and imposes the responsibility on one or more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner relieved of the responsibility which would have pertained to the responsibility.

178.0105(4)(c) (c) If not manifestly unreasonable, the partnership agreement may do any of the following:

178.0105(4)(c)1. 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty of loyalty stated in s. 178.0409 (2).

178.0105(4)(c)2. 2. Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing.

178.0105(4)(c)3. 3. Alter the duty of care.

178.0105(4)(c)4. 4. Alter or eliminate any other fiduciary duty.

178.0105(5) (5) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under sub. (3) (f) or (4) (c). The court shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time. The court may invalidate the term only if, in light of the purposes and business of the partnership, it is readily apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term’s objective.

178.0105 History History: 2015 a. 295; 2021 a. 258.

178.0106 178.0106 Partnership agreement; effect on partnership and person becoming partner; preformation agreement.

178.0106(1) (1) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.

178.0106(2) (2) A person that becomes a partner is deemed to assent to the partnership agreement.

178.0106(3) (3) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.

178.0106 History History: 2015 a. 295.

178.0107 178.0107 Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership.

178.0107(1) (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

178.0107(2) (2) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 178.0504 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

178.0107(2)(a) (a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner.

178.0107(2)(b) (b) The amendment is not effective to the extent the amendment does any of the following:

178.0107(2)(b)1. 1. Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

178.0107(2)(b)2. 2. Prejudices the rights under s. 178.0701 of a person that dissociated as a partner before the amendment was made.

178.0107(3) (3) If a record delivered by a partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 178.0105 (3) or (4) (c) if contained in the partnership agreement, the provision is ineffective in the record.

178.0107(4) (4) Subject to sub. (3), if a record delivered by a partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply:

178.0107(4)(a) (a) The agreement prevails as to partners, persons dissociated as partners, and transferees.

178.0107(4)(b) (b) The record prevails as to other persons to the extent they reasonably rely on the record.

178.0107 History History: 2015 a. 295.

178.0108 178.0108 Signing of records to be delivered for filing to the department.

178.0108(1) (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

178.0108(1)(a) (a) Except as otherwise provided in pars. (b) and (c), a record signed by a partnership must be signed by a person authorized by the partnership.

178.0108(1)(b) (b) A record filed on behalf of a dissolved partnership that has no partner must be signed by the person winding up the partnership’s business under s. 178.0802 (4) or a person appointed under s. 178.0802 (5) to wind up the business.

178.0108(1)(c) (c) A statement of denial by a person under s. 178.0304 must be signed by that person.

178.0108(1)(d) (d) Any record not identified in pars. (a) to (c) that is delivered on behalf of a person to the department for filing must be signed by that person.

178.0108(2) (2) A record filed under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

178.0108(3) (3) A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.

178.0108 History History: 2015 a. 295.

178.0109 178.0109 Liability for inaccurate information in filed record.

178.0109(1) (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:

178.0109(1)(a) (a) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed.

178.0109(1)(b) (b) Subject to sub. (2), a partner if all of the following apply:

178.0109(1)(b)1. 1. The record was delivered for filing on behalf of the partnership.

178.0109(1)(b)2. 2. The partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have done any of the following:

178.0109(1)(b)2.a. a. Effected an amendment under s. 178.0901 (6).

178.0109(1)(b)2.b. b. Filed a petition under s. 178.0112.

178.0109(1)(b)2.c. c. Delivered to the department for filing a statement of change under s. 178.0909 or a statement of correction under s. 178.0116.

178.0109(2) (2) To the extent the partnership agreement expressly relieves a partner of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the partnership to the department for filing under this chapter and imposes that responsibility on one or more other partners, the liability stated in sub. (1) (b) applies to those other partners and not to the partner that the partnership agreement relieves of the responsibility.

178.0109(3) (3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

178.0109 History History: 2015 a. 295.

178.0110 178.0110 Applicability.

178.0110(1) (1) This chapter applies to a partnership formed on or after January 1, 2018, unless the partnership is the successor to a partnership under s. 178.36, 2013 stats.

178.0110(2) (2) On January 1, 2018, this chapter applies to a partnership formed before January 1, 2018, including a partnership that is the successor to a partnership under s. 178.36, 2013 stats., except as follows:

178.0110(2)(a) (a) If a partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between July 1, 2016, and January 1, 2018, and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.

178.0110(2)(b) (b) If a partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 178, 2013 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2018, the partnership shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. Thereafter, if the partnership elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the partnership as of the date that the statement of applicability is effective under s. 178.0114.

178.0110(2)(c) (c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the partnership shall be irrevocable upon such filing.

178.0110(2)(d) (d) Upon this chapter becoming applicable with respect to a partnership, all of the following apply:

178.0110(2)(d)1. 1. This chapter shall not, and the corresponding provisions of ch. 178, 2013 stats., shall, be applicable with respect to obligations incurred by the partnership prior to such applicability.

178.0110(2)(d)2. 2. Any provisions of a partnership agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the partnership shall continue to be valid and applicable to the extent allowed under prior law.