SB810,98,14 179.0212 Annual report for department. (1) A limited partnership or registered foreign limited partnership shall deliver to the department for filing an annual report that states all of the following:

SB810,98,15 (a) The name of the partnership or registered foreign partnership.

SB810,98,17 (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,98,18 (c) The street address of its principal office.

SB810,98,19 (d) The name of at least one general partner.

SB810,98,21 (e) In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 179.1006 (1).

SB810,98,23 (2) Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.

SB810,99,2 (3) (a) A domestic limited partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited partnership's certificate of limited partnership became effective, during the calendar year quarter in which the anniversary date of the certificate effective date occurs.

SB810,99,5 (b) A registered foreign limited partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited partnership registered to do business in this state.

SB810,99,11 (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 179.0103 (7m), the annual report is timely filed.

SB810,99,15 (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 179.0118.

SB810,99,16 subchapter III

SB810,99,17 LIMITED PARTNERS

SB810,99,20 179.0301 Becoming limited partner. (1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.

SB810,99,22 (2) After formation of a limited partnership, a person becomes a limited partner in any of the following ways:

SB810,99,23 (a) As provided in the partnership agreement.

SB810,99,24 (b) As the result of a transaction effective under subch. XI.

SB810,99,25 (c) With the affirmative vote or consent of all the partners.

SB810,100,1 (d) As provided in s. 179.0801 (1) (d) or (e).

SB810,100,2 (3) A person may become a limited partner without doing any of the following:

SB810,100,3 (a) Acquiring a transferable interest.

SB810,100,5 (b) Making or being obligated to make a contribution to the limited partnership.

SB810,100,8 179.0302 No agency power of limited partner as limited partner. (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.

SB810,100,11 (2) A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.

SB810,100,19 179.0303 No liability as limited partner for limited partnership obligations. (1) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.

SB810,100,23 (2) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.

SB810,101,4 179.0304 Rights to information of limited partner and person dissociated as limited partner. (1) On 10 days' demand made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information.

SB810,101,8 (2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities and affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if all of the following apply:

SB810,101,10 (a) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner.