179.0803(3) (3) If a limited partnership rescinds its dissolution, all of the following apply:

179.0803(3)(a) (a) Subject to par. (c), the partnership resumes carrying on its activities and affairs as if dissolution had never occurred.

179.0803(3)(b) (b) Subject to par. (c), the rescission relates back to and takes effect as of the effective date of the dissolution.

179.0803(3)(c) (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the rescission are not adversely affected.

179.0803 History History: 2021 a. 258.

179.0804 179.0804 Power to bind partnership after dissolution.

179.0804(1) (1) A limited partnership is bound by a general partner’s act with respect to a transaction with another party after dissolution if any of the following applies:

179.0804(1)(a) (a) The act is appropriate for winding up the partnership’s activities and affairs, unless the partner did not have authority to act for the partnership in the particular matter and the party with which the partner was dealing knew or had notice that the partner lacked authority.

179.0804(1)(b) (b) The act would have bound the partnership under s. 179.0402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

179.0804(2) (2) A person dissociated as a general partner binds a limited partnership with respect to a transaction with another party through an act occurring after dissolution if all of the following apply:

179.0804(2)(a) (a) At the time the other party enters into the transaction, less than 2 years has passed since the dissociation.

179.0804(2)(b) (b) At the time the other party enters into the transaction, the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.

179.0804(2)(c) (c) The act is appropriate for winding up the partnership’s activities and affairs, or the act would have bound the partnership under s. 179.0402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.

179.0804 History History: 2021 a. 258.

179.0805 179.0805 Liability after dissolution of general partner and person dissociated as general partner.

179.0805(1) (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable to all of the following:

179.0805(1)(a) (a) The partnership, for any damage caused to the partnership arising from the obligation.

179.0805(1)(b) (b) If another general partner or person dissociated as a general partner is liable for the obligation, that other general partner or person, for any damage caused to that other general partner or person arising from the liability.

179.0805(2) (2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under s. 179.0804 (2), the person is liable to all of the following:

179.0805(2)(a) (a) The partnership, for any damage caused to the partnership arising from the obligation.

179.0805(2)(b) (b) If a general partner or another person dissociated as a general partner is liable for the obligation, the general partner or other person, for any damage caused to the general partner or other person arising from the obligation.

179.0805 History History: 2021 a. 258.

179.0806 179.0806 Known claims against dissolved limited partnership.

179.0806(1) (1) Except as otherwise provided in sub. (4), a dissolved limited partnership may give notice of a known claim under sub. (2), which has the effect provided in sub. (3).

179.0806(2) (2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must do all of the following:

179.0806(2)(a) (a) Specify the information required to be included in a claim.

179.0806(2)(b) (b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent.

179.0806(2)(c) (c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is effective under s. 179.0103 (7m).

179.0806(2)(d) (d) State that the claim will be barred if not received by the deadline.