1178.0401 (5) A partnership may purchase and maintain insurance on behalf
2of a partner against liability asserted against or incurred by the partner in that
3capacity or arising from that status even if, under s. 178.0105 (3) (g) (h), the
4partnership agreement could not eliminate or limit the person's liability to the
5partnership for the conduct giving rise to the liability.

SB810,38,197 178.0401 (11m) Unless otherwise provided in the partnership agreement, any
8action that is to be voted on or consented to by some or all of the partners may be
9taken without a meeting of the partners entitled to vote or consent if all of such
10partners consent to the action. The consent shall be evidenced by one or more written
11consents describing the action, signed by each of such partners, and delivered to the
12partnership for inclusion in the partnership records. Unless otherwise provided in
13the partnership agreement, if a person, whether or not then a partner, so consenting
14as a partner directs, whether through instruction to an agent or otherwise, that such
15consent will be effective at a future time, including a time determined upon the
16happening of an event, then the person shall be deemed to have consented as a
17partner at this future time so long as the person is then a partner and did not revoke
18the consent prior to that time. Any such consent shall be revocable prior to its
19becoming effective.

SB810,38,2121 178.0402 (2) (a) As provided in the a partnership agreement.

SB810,39,223 178.0405 (3) A person does not have a right to demand or receive a distribution
24from a partnership in any form other than money. Except as otherwise provided in
25s. 178.0806 (7), a partnership may distribute an asset in kind only if each part of the

1asset is fungible with each other part and each person receives a percentage of the
2asset equal in value to the person's share of distributions.

SB810,39,74 178.0409 (3) The duty of care of a partner in the conduct or winding up of the
5partnership business is to refrain from engaging in grossly negligent or reckless
6conduct or in conduct for which relief or exoneration from liability is not permitted
7under s. 178.0105 (3) (h).

SB810,39,129 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been
10withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's
11charter or the equivalent or right to conduct business has not been reinstated, within
1290 days after the notification under subd. 1.

SB810,39,1814 178.0701 (5) If no agreement for the purchase of the interest of a person
15dissociated as a partner is reached within 120 days after a written demand for
16payment, the partnership shall pay, or cause to be paid, in money to the person the
17amount the partnership estimates to be the buyout price and accrued interest,
18reduced by any offsets and accrued interest under sub. (3).

SB810,39,2420 178.0701 (7) (d) Written notice that the payment is in full satisfaction of the
21obligation to purchase unless, not later than 120 days after the written notice, the
22person dissociated as a partner commences an action to determine the buyout price,
23any offsets and accrued interest under sub. (3), or other terms of the obligation to
24purchase.

SB810,40,16

1178.0701 (9) A person dissociated as a partner may maintain an action against
2the partnership, pursuant to s. 178.0410 (2), to determine the buyout price of that
3person's interest, any offsets and accrued interest under sub. (3), or other terms of
4the obligation to purchase. The action must be commenced not later than 120 days
5after the partnership has tendered payment or an offer to pay in accordance with
6subs. (5) to (8) to the extent applicable or within one year after written demand for
7payment if no payment or offer to pay is tendered. The court shall determine the
8buyout price of the person's interest, any offset due under sub. (3), and accrued
9interest, and enter judgment for any additional payment or refund. If deferred
10payment is authorized under sub. (8), the court shall also determine the security for
11payment and other terms of the obligation to purchase. The court may assess
12reasonable attorney fees and the fees and expenses of appraisers or other experts for
13a party to the action, in amounts the court finds equitable, against a party that the
14court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be
15based on the partnership's failure to tender payment or an offer to pay or to comply
16with sub. (7).

SB810,40,2018 178.0804 (1) (intro.) A partnership is bound by a partner's act with respect to
19a transaction with another person party after dissolution if any of the following
20applies:

SB810,41,222 178.0806 (3) (a) Each person that was a partner when the obligation was
23incurred and that has not been released from the obligation under s. 178.0703 (3) or
24(4) shall contribute to the partnership for the purpose of enabling the partnership to
25satisfy the obligation. The contribution due from each of those persons is in

1proportion to the right to receive distributions in the capacity of a partner in effect
2for each of those persons when the obligation was incurred.

SB810,41,75 178.0807 (2) (c) State the deadline for receipt of a claim, which may not be less
6than 120 days after the date the notice is received by the claimant effective under s.
7178.0103 (6).

SB810,41,129 178.0807 (3) (b) 1. The partnership causes notifies the claimant to receive a
10notice in a record stating that the claim is rejected and will be barred unless the
11claimant commences an action against the partnership to enforce the claim within
1290 days after the claimant receives the notice is effective under s. 178.0103 (6).