179.0812(2)(b)(b) Upon reinstatement of a limited partnership under par. (a), the department shall enter a notation in its records revising the notation specified in s. 179.0811 (3) (b) to reflect cancellation of the dissolution and reinstatement of the partnership. The notation shall state both the department’s determination under par. (a) and the effective date of reinstatement. The department shall provide notice of the reinstatement to the partnership or its representative.

179.0812(4)(4) When the reinstatement under this section is effective, all of the following shall apply:

179.0812(4)(a)(a) Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

179.0812(4)(b)(b) Except as provided in par. (c), the limited partnership resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.

179.0812(4)(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 reinstatement are unaffected.

179.0813(1)(1) If the department denies a limited partnership’s application for reinstatement under s. 179.0812, the department shall serve the partnership with a written notice, addressed to the registered agent of the partnership, that explains each reason for denial.

179.0813(2)(2) The limited partnership may appeal the denial of reinstatement to the circuit court for the county where the partnership’s principal office or, if none in this state, the office of its registered agent is located, within 30 days after service of the notice of denial is effective under s. 179.0103 (7m). To appeal, the partnership shall petition the court to set aside the administrative dissolution and attach to the petition copies of the department’s notice of administrative dissolution under s. 179.0811 (3) (b), the partnership’s application for reinstatement under s. 179.0812 (1), and the department’s notice of denial under sub. (1).

179.0813(3)(3) The court may order the department to reinstate the limited partnership or may take other action that the court considers appropriate.

179.0813(4)(4) The court’s final decision may be appealed as in other civil proceedings.

179.0901(1)(1) Subject to sub. (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.

179.0901(2)(2) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

179.0901(3)(3) A right to an accounting on a dissolution and winding up does not revive a claim barred by law.

179.0902179.0902 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if any of the following applies:

179.0902(1)(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time.

179.0902(2)(2) A demand under sub. (1) would be futile.

179.0903179.0903 Proper plaintiff. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and to which any of the following applies:

179.0903(1)(1) The person was a partner when the conduct giving rise to the action occurred.

179.0903(2)(2) The person’s status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

179.0904179.0904 Pleading. In a derivative action under s. 179.0902, the complaint must state with particularity one of the following: