SB810,107,99 (c) The date the statement being affected became effective.
SB810,107,1110 (d) The contents of the amendment or a declaration that the statement is
11canceled.
SB810,107,15 12(2m) (a) A statement of authority is renewable for successive 5-year periods.
13To renew a statement of authority filed by the department, a partnership must
14deliver to the department for filing, during the 3 months before the cancellation
15would occur under sub. (10), a statement of renewal that includes all of the following:
SB810,107,1616 1. The name of the partnership.
SB810,107,1817 2. The street address of the partnership's registered office in this state and the
18name and e-mail address of its registered agent at that office.
SB810,107,1919 3. The statement of authority being affected.
SB810,107,2020 4. A declaration that the statement of authority is being renewed.
SB810,107,2321 (b) When filed, a statement of renewal that complies with par. (a) renews the
22statement of authority for a 5-year period commencing with the date of filing of the
23statement of renewal.
SB810,107,25 24(3) A statement of authority affects only the power of a person to bind a
25partnership to persons that are not partners.
SB810,108,4
1(4) Subject to sub. (3) and s. 179.0103 (4) (cr), and except as otherwise provided
2in subs. (6) to (8), a limitation on the authority of a person or a position contained in
3an effective statement of authority is not by itself evidence of any person's knowledge
4or notice of the limitation.
SB810,108,8 5(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
6property and contained in an effective statement of authority is conclusive in favor
7of a person that gives value in reliance on the grant, except to the extent that when
8the person gives value any of the following applies:
SB810,108,99 (a) The person has knowledge to the contrary.
SB810,108,1010 (b) The statement has been canceled or restrictively amended under sub. (2).
SB810,108,1211 (c) A limitation on the grant is contained in another statement of authority that
12became effective after the statement containing the grant became effective.
SB810,108,18 13(6) Subject to sub. (3), an effective statement of authority that grants authority
14to transfer real property held in the name of the partnership, a certified copy of which
15statement is recorded in the office of the register of deeds for the county in which the
16property is located, is conclusive in favor of a person that gives value in reliance on
17the grant without knowledge to the contrary, except to the extent that when the
18person gives value any of the following applies:
SB810,108,2119 (a) The statement has been canceled or restrictively amended under sub. (2),
20and a certified copy of the cancellation or restrictive amendment has been recorded
21in the office of the register of deeds for the county in which the property is located.
SB810,108,2522 (b) A limitation on the grant is contained in another statement of authority that
23became effective after the statement containing the grant became effective, and a
24certified copy of the later-effective statement is recorded in the office of the register
25of deeds for the county in which the property is located.
SB810,109,4
1(7) Subject to sub. (3), if a certified copy of an effective statement containing
2a limitation on the authority to transfer real property held in the name of a
3partnership is recorded in the office of the register of deeds for the county in which
4the property is located, all persons are deemed to know of the limitation.
SB810,109,7 5(8) Subject to sub. (9), an effective statement of dissolution is a cancellation of
6any filed statement of authority for the purposes of sub. (6) and is a limitation on
7authority for purposes of sub. (7).
SB810,109,11 8(9) After a statement of dissolution becomes effective, a limited partnership
9may deliver to the department for filing and, if appropriate, may record a statement
10of authority that is designated as a postdissolution statement of authority. The
11statement operates as provided in subs. (6) and (7).
SB810,109,15 12(10) Unless canceled earlier, an effective statement of authority is canceled by
13operation of law 5 years after the date on which the statement, or its most recent
14amendment or renewal, was filed. The cancellation is effective without recording
15under sub. (6) or (7).
SB810,109,17 16(11) An effective statement of denial operates as a restrictive amendment
17under this section and may be recorded by certified copy for purposes of sub. (6) (a).
SB810,109,21 18(11m) Certified copies to be recorded in the office of the register of deeds are
19to be sent by the person desiring the copies to be recorded and the department is not
20obligated to send the copies to the office of the register of deeds unless it chooses to
21undertake this responsibility.
SB810,109,24 22179.04025 Statement of denial. A person named in a filed statement of
23authority granting that person authority may deliver to the department for filing a
24statement of denial that does all of the following:
SB810,110,2
1(1) Provides the name of the limited partnership and the caption of the
2statement of authority to which the statement of denial pertains.
SB810,110,3 3(2) Denies the grant of authority.
SB810,110,8 4179.0403 Limited partnership liable for general partner's actionable
5conduct.
(1) A limited partnership is liable for loss or injury caused to a person,
6or for a penalty incurred, as a result of a wrongful act or omission, or other actionable
7conduct, of a general partner acting in the ordinary course of partnership activities
8and affairs or with the actual or apparent authority of the partnership.
SB810,110,13 9(2) If, in the course of the limited partnership's activities and affairs or while
10acting with actual or apparent authority of the partnership, a general partner
11receives or causes the partnership to receive money or property of a person not a
12partner, and the money or property is misapplied by a general partner, the
13partnership is liable for the loss.
SB810,110,17 14179.0404 General partner's liability. (1) Except as otherwise provided in
15subs. (2) and (3), all general partners are liable jointly and severally for all debts,
16obligations, and other liabilities of the limited partnership unless otherwise agreed
17by the claimant or provided by law.