Chapter 178

178.0704 178.0704 Statement of dissociation.

178.0704(1) (1) A person dissociated as a partner or the partnership may deliver to the department for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership.

178.0704(2) (2) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of s. 178.0303.

178.0704 History History: 2015 a. 295.

178.0705 178.0705 Continued use of partnership name. Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.

178.0705 History History: 2015 a. 295.

subch. VIII of ch. 178 SUBCHAPTER VIII

DISSOLUTION AND WINDING UP

178.0801 178.0801 Events causing dissolution. A partnership is dissolved, and its business must be wound up, upon the occurrence of any of the following:

178.0801(1) (1) In a partnership at will, any of the following:

178.0801(1)(a) (a) The partnership knows or has notice of a person’s express will to withdraw as a partner, other than a partner that has dissociated under s. 178.0601 (2) to (10), but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date.

178.0801(1)(b) (b) The affirmative vote or consent of all the partners to wind up the partnership business.

178.0801(2) (2) In a partnership for a definite term or particular undertaking, any of the following:

178.0801(2)(a) (a) Within 90 days after a person’s dissociation by death or otherwise under s. 178.0601 (6) to (10) or wrongful dissociation under s. 178.0602 (2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person’s rightful dissociation pursuant to s. 178.0602 (2) (b) 1. constitutes that partner’s consent to wind up the partnership business.

178.0801(2)(b) (b) The affirmative vote or consent of all the partners to wind up the partnership business.

178.0801(2)(c) (c) The expiration of the term or the completion of the undertaking.

178.0801(3) (3) An event or circumstance that the partnership agreement states causes dissolution.

178.0801(4) (4) On application by a partner, the entry by the circuit court of an order dissolving the partnership on any of the following grounds:

178.0801(4)(a) (a) That the conduct of all or substantially all the partnership’s business is unlawful.

178.0801(4)(b) (b) That the economic purpose of the partnership is likely to be unreasonably frustrated.

178.0801(4)(c) (c) That another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.

178.0801(4)(d) (d) That it is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

178.0801(5) (5) On application by a transferee, the entry by the circuit court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business under any of the following circumstances:

178.0801(5)(a) (a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.

178.0801(5)(b) (b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

178.0801(6) (6) The passage of 90 consecutive days during which the partnership does not have at least 2 partners.

178.0801 History History: 2015 a. 295.

178.0802 178.0802 Winding up.

178.0802(1) (1) A dissolved partnership shall wind up its business and, except as otherwise provided in s. 178.0803, the partnership continues after dissolution only for the purpose of winding up.

178.0802(2) (2) 

178.0802(2)(a) (a) In winding up its business, the partnership shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s business, and marshal and distribute the assets of the partnership.

178.0802(2)(b) (b) In winding up its business, the partnership may do any of the following:

178.0802(2)(b)1. 1. Deliver to the department for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved.

178.0802(2)(b)2. 2. Preserve the partnership business and property as a going concern for a reasonable time.

178.0802(2)(b)3. 3. Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.

178.0802(2)(b)4. 4. Transfer the partnership’s property.

178.0802(2)(b)5. 5. Settle disputes by mediation or arbitration.

178.0802(2)(b)6. 6. Deliver to the department for filing a statement of termination stating the name of the partnership and that the partnership is terminated.

178.0802(2)(b)7. 7. Perform other acts necessary or appropriate to the winding up.

178.0802(3) (3) A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.

178.0802(4) (4) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under sub. (3), the personal or legal representative of the last person to have been a partner may wind up the partnership’s business. If no person has or exercises the right to participate in winding up, a person to wind up the partnership’s business may be appointed by the affirmative vote or consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this subsection has the powers of a partner under s. 178.0804 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership’s business.

178.0802(5) (5) On the application of any partner or person entitled under sub. (3) to participate in winding up, the circuit court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership’s business, if any of the following applies:

178.0802(5)(a) (a) The partnership does not have a partner and within a reasonable time following the dissolution no person has been appointed under sub. (4).

178.0802(5)(b) (b) The applicant establishes other good cause.

178.0802 History History: 2015 a. 295.

178.0803 178.0803 Rescinding dissolution.

178.0803(1) (1) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective or the circuit court has entered an order under s. 178.0801 (4) or (5) dissolving the partnership.

178.0803(2) (2) Rescinding dissolution under this section requires all of the following:

178.0803(2)(a) (a) The affirmative vote or consent of each partner.

178.0803(2)(b) (b) If the partnership has delivered to the department for filing a statement of dissolution, delivery to the department for filing of one of the following additional statements:

178.0803(2)(b)1. 1. If the statement of dissolution has not become effective, a statement of withdrawal under s. 178.0115 applicable to the statement of dissolution.

178.0803(2)(b)2. 2. If the statement of dissolution has become effective, a statement of rescission stating the name of the partnership and that dissolution has been rescinded under this section.

178.0803(3) (3) If a partnership rescinds its dissolution, all of the following apply:

178.0803(3)(a) (a) The partnership resumes carrying on its business as if dissolution had never occurred.

178.0803(3)(b) (b) Subject to par. (c), any liability incurred by the partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred.

178.0803(3)(c) (c) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

178.0803 History History: 2015 a. 295.

178.0804 178.0804 Power to bind partnership after dissolution.

178.0804(1) (1) A partnership is bound by a partner’s act with respect to a transaction with another party after dissolution if any of the following applies:

178.0804(1)(a) (a) The act is appropriate for winding up the partnership business, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.

178.0804(1)(b) (b) The act would have bound the partnership under s. 178.0301 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

178.0804(2) (2) A person dissociated as a partner binds a partnership with respect to a transaction with another party through an act occurring after dissolution if all of the following apply:

178.0804(2)(a) (a) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.

178.0804(2)(b) (b) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a partner.

178.0804(2)(c) (c) The act is appropriate for winding up the partnership’s business or the act would have bound the partnership under s. 178.0301 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.

178.0804 History History: 2015 a. 295; 2021 a. 258.

178.0805 178.0805 Liability after dissolution of partner and person dissociated as partner.

178.0805(1) (1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under s. 178.0804 (1) by an act that is not appropriate for winding up the partnership business, the partner is liable to all of the following:

178.0805(1)(a) (a) The partnership, for any damage caused to the partnership arising from the obligation.

178.0805(1)(b) (b) If another partner or person dissociated as a partner is liable for the obligation, that other partner or person, for any damage caused to that other partner or person arising from the liability.

178.0805(2) (2) Except as otherwise provided in sub. (3), if a person dissociated as a partner causes a partnership to incur an obligation under s. 178.0804 (2), the person is liable to all of the following:

178.0805(2)(a) (a) The partnership, for any damage caused to the partnership arising from the obligation.

178.0805(2)(b) (b) If a partner or another person dissociated as a partner is liable for the obligation, the partner or other person, for any damage caused to the partner or other person arising from the liability.

178.0805(3) (3) A person dissociated as a partner is not liable under sub. (2) if all of the following apply:

178.0805(3)(a) (a) Section 178.0802 (3) permits the person to participate in winding up.

178.0805(3)(b) (b) The act that causes the partnership to be bound under s. 178.0804 (2) is appropriate for winding up the partnership’s business.

178.0805 History History: 2015 a. 295.

178.0806 178.0806 Disposition of assets in winding up; when contributions required.

178.0806(1) (1) In winding up its business, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors.

178.0806(2) (2) After a partnership complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 178.0504:

178.0806(2)(a) (a) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions.

178.0806(2)(b) (b) Among persons owning transferable interests, in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership.

178.0806(3) (3) If a partnership’s assets are insufficient to satisfy all its obligations under sub. (1), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability partnership, the following rules apply:

178.0806(3)(a) (a) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under s. 178.0703 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a partner in effect for each of those persons when the obligation was incurred.

178.0806(3)(b) (b) If a person does not contribute the full amount required under par. (a) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by par. (a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a partner in effect for each of those other persons when the obligation was incurred.

178.0806(3)(c) (c) If a person does not make the additional contribution required by par. (b), further additional contributions are determined and due in the same manner as provided in that paragraph.

178.0806(4) (4) A person that makes an additional contribution under sub. (3) (b) or (c) may recover from any person whose failure to contribute under sub. (3) (a) or (b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.

178.0806(5) (5) If a partnership does not have sufficient surplus to comply with sub. (2) (a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.

178.0806(6) (6) All distributions made under sub. (2) must be paid in money.