SB810,105,15 (a) Acquiring a transferable interest.

SB810,105,16 (b) Making or being obligated to make a contribution to the partnership.

SB810,105,19 179.0402 General partner agent of limited partnership. Subject to the effect of a statement of partnership authority under s. 179.04023, the following rules apply:

SB810,106,2 (1) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.

SB810,106,6 (2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.

SB810,106,9 179.04023 Statement of partnership authority. (1) (a) A limited partnership may deliver to the department for filing a statement of partnership authority.

SB810,106,10 (b) The statement of authority must include all of the following:

SB810,106,11 1. The name of the partnership.

SB810,106,13 2. The street address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,106,16 (c) With respect to any position that exists in or with respect to the partnership, the statement of authority may state the authority, or limitations on the authority, of all persons holding the position to do any of the following:

SB810,106,18 1. Sign an instrument transferring real property held in the name of the partnership.

SB810,106,20 2. Enter into other transactions on behalf of, or otherwise act for or bind, the partnership.

SB810,106,22 (d) The statement of authority may state the authority, or limitations on the authority, of a specific person to do any of the following:

SB810,106,24 1. Sign an instrument transferring real property held in the name of the partnership.

SB810,107,2 2. Enter into other transactions on behalf of, or otherwise act for or bind, the partnership.

SB810,107,5 (2) To amend or cancel a statement of authority filed by the department, a limited partnership must deliver to the department for filing an amendment or cancellation stating all of the following:

SB810,107,6 (a) The name of the partnership.

SB810,107,8 (b) The street address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,107,9 (c) The date the statement being affected became effective.

SB810,107,11 (d) The contents of the amendment or a declaration that the statement is canceled.

SB810,107,15 (2m) (a) A statement of authority is renewable for successive 5-year periods. To renew a statement of authority filed by the department, a partnership must deliver to the department for filing, during the 3 months before the cancellation would occur under sub. (10), a statement of renewal that includes all of the following:

SB810,107,16 1. The name of the partnership.

SB810,107,18 2. The street address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.

SB810,107,19 3. The statement of authority being affected.

SB810,107,20 4. A declaration that the statement of authority is being renewed.

SB810,107,23 (b) When filed, a statement of renewal that complies with par. (a) renews the statement of authority for a 5-year period commencing with the date of filing of the statement of renewal.

SB810,107,25 (3) A statement of authority affects only the power of a person to bind a partnership to persons that are not partners.

SB810,108,4 (4) Subject to sub. (3) and s. 179.0103 (4) (cr), and except as otherwise provided in subs. (6) to (8), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation.

SB810,108,8 (5) Subject to sub. (3), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value any of the following applies: