AB566,75,4 179.0110 Nature, purpose, and duration of limited partnership. (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.

AB566,75,6 (2) A limited partnership may have any lawful purpose, regardless of whether for profit.

AB566,75,7 (3) A limited partnership has perpetual duration.

AB566,75,10 179.0111 Powers. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

AB566,75,12 179.0112 Applicability. (1) This chapter applies to a limited partnership formed on or after January 1, 2023.

AB566,75,14 (2) On January 1, 2023, this chapter applies to a limited partnership formed before January 1, 2023, except as follows:

AB566,75,20 (a) If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between the effective date of this paragraph .... [LRB inserts date], and January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207.

AB566,76,9 (b) If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to continue to be subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2023, the limited 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. The limited partnership shall instead be and remain subject to ch. 179, 2019 stats., and ch. 178, 2013 stats., to the extent not inconsistent with ch. 179, 2019 stats. 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 limited partnership as of the date that the statement of applicability is effective under s. 179.0207.

AB566,76,11 (c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited partnership shall be irrevocable upon such filing.

AB566,76,13 (d) Upon this chapter becoming applicable with respect to a limited partnership, all of the following apply:

AB566,76,16 1. This chapter shall not, and the corresponding provisions of ch. 179, 2019 stats., shall, be applicable with respect to obligations incurred by the limited partnership prior to such applicability.

AB566,76,20 2. Any provisions of a partnership agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the limited partnership shall continue to be valid and applicable to the extent allowed under prior law.

AB566,76,22 179.0113 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

AB566,76,24 179.0114 Permitted names. (1) The name of a limited partnership may contain the name of any partner.

AB566,77,9 (2) The name of a limited partnership that is not a limited liability limited partnership must contain the words “limited partnership," or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LP" or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation, and may not contain the phrase “limited liability limited partnership," or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LLLP" or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation.

AB566,77,16 (3) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership," or a variation of these words that differs only with respect to the capitalization of letters, or the abbreviation “LLLP" or a variation of this abbreviation that differs only with respect to capitalization of letters or punctuation, and may not contain the words “limited partnership” other than in the phrase “limited liability limited partnership” or the abbreviation “LP" other than in the abbreviation “LLLP.”

AB566,77,19 (4) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the department from all of the following:

AB566,77,21 (a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

AB566,77,23 (b) Any name of a limited liability partnership whose statement of qualification is in effect.

AB566,77,25 (c) Any name under which a person is registered to do business in this state by a filing of a record by the department.

AB566,78,2 (d) Any name that is reserved under s. 179.0115 or other law of this state providing for the reservation of a name by a filing of a record by the department.

AB566,78,4 (e) Any name that is registered under s. 179.0116 or other law of this state providing for the registration of a name by a filing of a record by the department.

AB566,78,9 (4m) A limited partnership or foreign limited partnership may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (4). The department shall authorize use of the name applied for if any of the following occurs:

AB566,78,16 (a) The corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association that has or has registered or reserved the name consents in writing to the use and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

AB566,78,19 (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

AB566,79,3 (6) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “ Corp.," “incorporated," “service corporation,” “SC,” “ Inc.," “Limited," “Ltd.," “limited partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited partnership," “LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

AB566,79,7 (8) The name of a limited partnership or foreign limited partnership may not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

AB566,79,13 (9m) A limited partnership or foreign limited partnership may use in this state the name, including the fictitious name, that is used in this state by a corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association if the limited partnership or foreign limited partnership proposing to use the name has done any of the following:

AB566,79,14 (a) Merged with the other business entity.