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1b. The person has previously delivered to the department for filing a statement
2of dissociation.
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(f) A restated certificate of limited partnership must be signed by at least one
4general partner listed in the certificate, and, to the extent the restated certificate
5effects a change under any other paragraph of this subsection, the certificate must
6be signed in a manner that satisfies that paragraph.
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(g) A statement of termination must be signed by all general partners listed in
8the certificate of limited partnership or, if the certificate of a dissolved limited
9partnership lists no general partners, by the person appointed pursuant to s.
10179.0802 (3) or (4) to wind up the dissolved limited partnership's activities and
11affairs.
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(h) Any other record delivered by a limited partnership to the department for
13filing must be signed by at least one general partner listed in the certificate of limited
14partnership.
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(i) A statement by a person pursuant to s. 179.0605 (1) (c) stating that the
16person has dissociated as a general partner must be signed by that person.
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(j) A statement of negation by a person pursuant to s. 179.0306, or a statement
18of denial by a person pursuant to s. 179.04025, must be signed by that person.
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(k) Any other record delivered on behalf of a person to the department for filing
20must be signed by that person.
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21(2) Any record delivered for filing under this chapter may be signed by an
22attorney-in-fact. Whenever this chapter requires a particular individual to sign a
23record and the individual is deceased or incompetent, the record may be signed by
24a legal representative of the individual.
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1(3) A person that signs a record as an attorney-in-fact or legal representative
2affirms as a fact that the person is authorized to sign the record.
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3179.0204 Signing and filing pursuant to judicial order. (1) If a person
4required by this chapter to sign a record or deliver a record to the department for
5filing under this chapter does not do so, any other person that is aggrieved may
6petition the circuit court to order any of the following:
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(a) The person to sign the record.
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(b) The person to deliver the record to the department for filing.
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(c) The department to file the record unsigned.
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10(2) If a petitioner under sub. (1) is not the limited partnership or foreign limited
11partnership to which the record pertains, the petitioner shall make the partnership
12or foreign partnership a party to the action.
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13(3) A record filed under sub. (1) (c) is effective without being signed.
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14179.0205 Liability for inaccurate information in filed record. (1) If a
15record delivered to the department for filing under this chapter and filed by the
16department contains inaccurate information, a person that suffers loss by reliance
17on the information may recover damages for the loss from any of the following:
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(a) A person that signed the record, or caused another to sign it on the person's
19behalf, and knew the information to be inaccurate at the time the record was signed.
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(b) A general partner if all of the following apply:
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1. The record was delivered for filing on behalf of the partnership.
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2. The general partner knew or had notice of the inaccuracy for a reasonably
23sufficient time before the information was relied upon so that, before the reliance,
24the general partner reasonably could have done any of the following:
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a. Effected an amendment under s. 179.0202.
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1b. Filed a petition under s. 179.0204.
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c. Delivered to the department for filing a statement of change under s.
3179.0118 or a statement of correction under s. 179.0209.
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4(2) An individual who signs a record authorized or required to be filed under
5this chapter affirms under penalty of perjury that the information stated in the
6record is accurate.
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7179.0206 Filing requirements. (1) Subject to sub. (1m), to be filed by the
8department pursuant to this chapter, a record must be received by the department,
9comply with this chapter, and satisfy all of the following:
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(a) The filing of the record must be required or permitted by this chapter.
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(b) The record must be physically delivered in written form unless and to the
12extent the department permits electronic delivery of records.
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(c) The words in the record must be in English, and numbers must be in Arabic
14or Roman numerals, but the name of an entity need not be in English if written in
15English letters or Arabic or Roman numerals.
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(d) The record must be signed by a person authorized or required under this
17chapter to sign the record.