AB566,45 4Section 45 . 178.0303 (1) (b) 2. of the statutes is amended to read:
AB566,37,65 178.0303 (1) (b) 2. If the partnership is not a limited liability partnership, the
6street and, mailing, and e-mail addresses of its principal office.
AB566,46 7Section 46 . 178.0303 (1) (b) 3. of the statutes is amended to read:
AB566,37,108 178.0303 (1) (b) 3. If the partnership is a limited liability partnership, the
9street address of its registered office in this state and the name and e-mail address
10of its registered agent at that office.
AB566,47 11Section 47 . 178.0303 (2) (b) of the statutes is amended to read:
AB566,37,1312 178.0303 (2) (b) If the partnership is not a limited liability partnership, the
13street and, mailing, and e-mail addresses of the partnership's principal office.
AB566,48 14Section 48 . 178.0303 (2) (c) of the statutes is amended to read:
AB566,37,1715 178.0303 (2) (c) If the partnership is a limited liability partnership, the street
16address of its registered office in this state and the name and e-mail address of its
17registered agent at that office.
AB566,49 18Section 49 . 178.0303 (2m) (a) 2. of the statutes is amended to read:
AB566,37,2019 178.0303 (2m) (a) 2. If the partnership is not a limited liability partnership,
20the street and, mailing, and e-mail addresses of the partnership's principal office.
AB566,50 21Section 50 . 178.0303 (2m) (a) 3. of the statutes is amended to read:
AB566,37,2422 178.0303 (2m) (a) 3. If the partnership is a limited liability partnership, the
23street and mailing address of its registered office in this state and the name and
24e-mail address
of its registered agent at that office.
AB566,51 25Section 51 . 178.0401 (3) of the statutes is amended to read:
AB566,38,5
1178.0401 (3) A partnership shall indemnify and hold harmless a person with
2respect to any claim or demand against the person and any debt, obligation, or other
3liability incurred by the person by reason of the person's former or present capacity
4as a partner, if the claim, demand, debt, obligation, or other liability does not arise
5from the person's breach of this section or s. 178.0406, 178.0407, or 178.0409.
AB566,52 6Section 52 . 178.0401 (5) of the statutes is amended to read:
AB566,38,117 178.0401 (5) A partnership may purchase and maintain insurance on behalf
8of a partner against liability asserted against or incurred by the partner in that
9capacity or arising from that status even if, under s. 178.0105 (3) (g) (h), the
10partnership agreement could not eliminate or limit the person's liability to the
11partnership for the conduct giving rise to the liability.
AB566,53 12Section 53 . 178.0401 (11m) of the statutes is created to read:
AB566,38,2513 178.0401 (11m) Unless otherwise provided in the partnership agreement, any
14action that is to be voted on or consented to by some or all of the partners may be
15taken without a meeting of the partners entitled to vote or consent if all of such
16partners consent to the action. The consent shall be evidenced by one or more written
17consents describing the action, signed by each of such partners, and delivered to the
18partnership for inclusion in the partnership records. Unless otherwise provided in
19the partnership agreement, if a person, whether or not then a partner, so consenting
20as a partner directs, whether through instruction to an agent or otherwise, that such
21consent will be effective at a future time, including a time determined upon the
22happening of an event, then the person shall be deemed to have consented as a
23partner at this future time so long as the person is then a partner and did not revoke
24the consent prior to that time. Any such consent shall be revocable prior to its
25becoming effective.
AB566,54
1Section 54. 178.0402 (2) (a) of the statutes is amended to read:
AB566,39,22 178.0402 (2) (a) As provided in the a partnership agreement.
AB566,55 3Section 55 . 178.0405 (3) of the statutes is amended to read:
AB566,39,84 178.0405 (3) A person does not have a right to demand or receive a distribution
5from a partnership in any form other than money. Except as otherwise provided in
6s. 178.0806 (6), a partnership may distribute an asset in kind only if each part of the
7asset is fungible with each other part and each person receives a percentage of the
8asset equal in value to the person's share of distributions.
AB566,56 9Section 56 . 178.0409 (3) of the statutes is amended to read:
AB566,39,1310 178.0409 (3) The duty of care of a partner in the conduct or winding up of the
11partnership business is to refrain from engaging in grossly negligent or reckless
12conduct or
in conduct for which relief or exoneration from liability is not permitted
13under s. 178.0105 (3) (h).
AB566,57 14Section 57 . 178.0601 (4) (c) 2. of the statutes is amended to read:
AB566,39,1815 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been
16withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's
17charter or the equivalent or right to conduct business has not been reinstated, within
1890 days after the notification under subd. 1.
AB566,58 19Section 58 . 178.0701 (5) of the statutes is amended to read:
AB566,39,2420 178.0701 (5) If no agreement for the purchase of the interest of a person
21dissociated as a partner is reached within 120 days after a written demand for
22payment, the partnership shall pay, or cause to be paid, in money to the person the
23amount the partnership estimates to be the buyout price and accrued interest,
24reduced by any offsets and accrued interest under sub. (3).
AB566,59 25Section 59 . 178.0701 (7) (d) of the statutes is amended to read: