SB810,121,6 1. The date money or other property is transferred or debt is incurred by the limited partnership.

SB810,121,8 2. The date the person entitled to the distribution ceases to own the interest or rights being acquired by the partnership in return for the distribution.

SB810,121,10 (b) In the case of any distribution of indebtedness other than one under par. (a), as of the date the indebtedness is distributed.

SB810,121,11 (c) In all cases other than those under par. (a) or (b), as of the following:

SB810,121,13 1. The date the distribution is authorized, if the payment occurs not later than 120 days after that date.

SB810,121,15 2. The date the payment is made, if the payment occurs more than 120 days after the distribution is authorized.

SB810,121,19 (4) A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.

SB810,122,2 (5) A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of sub. (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

SB810,122,5 (6) In measuring the effect of a distribution under s. 179.0810, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under s. 179.0806, 179.0807, or 179.0808.

SB810,122,10 179.0505 Liability for improper distributions. (1) If a general partner consents to a distribution made in violation of s. 179.0504 and in consenting to the distribution fails to comply with s. 179.0409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 179.0504.

SB810,122,14 (2) A person that receives a distribution knowing that the distribution violated s. 179.0504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 179.0504.

SB810,122,17 (3) A general partner against which an action is commenced because the general partner is liable under sub. (1) with respect to a distribution may do any of the following:

SB810,122,19 (a) Implead any other person that is liable under sub. (1) with respect to the distribution and seek to enforce a right of contribution from the person.

SB810,122,22 (b) Implead any person that received the distribution in violation of sub. (2) and seek to enforce a right of contribution from the person in the amount the person received in violation of sub. (2).

SB810,122,24 (4) An action under this section is barred unless commenced not later than 2 years after the distribution.

SB810,122,25 subchapter VI

SB810,123,1 DISSOCIATION

SB810,123,4 179.0601 Dissociation as limited partner. (1) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.

SB810,123,6 (2) A person is dissociated as a limited partner when any of the following applies:

SB810,123,9 (a) The limited partnership knows or has notice of the person's express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date.

SB810,123,11 (b) An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs.

SB810,123,13 (c) The person is expelled as a limited partner pursuant to the partnership agreement.

SB810,123,15 (d) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if any of the following applies:

SB810,123,17 1. It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner.

SB810,123,20 2. There has been a transfer of all of the person's transferable interest in the partnership, other than a transfer for security purposes or the entry of a charging order that is in effect under s. 179.0703 and that has not been foreclosed.

SB810,123,21 3. The person is an entity and all of the following apply:

SB810,124,2 a. The partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct activities and affairs has been suspended by the jurisdiction of the person's governing law.

SB810,124,6 b. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct activities and affairs has not been reinstated, within 90 days after the notification under subd. 3. a.

SB810,124,8 4. The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up.