SB810,148,6 (3) (a) Within 60 days after the notice under sub. (2) takes effect under s. 179.0103 (7m), the limited partnership shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.

SB810,148,11 (b) If the limited partnership fails to satisfy par. (a), the department may administratively dissolve the partnership. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered agent of the partnership.

SB810,148,15 (3m) (a) If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership.

SB810,148,19 (b) If the notice under par. (a) is returned to the department as undeliverable or if the limited partnership's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.

SB810,148,23 (4) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806, 179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812.

SB810,148,25 (4m) A limited partnership's right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b).

SB810,149,2 (5) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.

SB810,149,5 179.0812 Reinstatement. (1) A limited partnership that is administratively dissolved under s. 179.0811 may apply to the department for reinstatement. The application shall include all of the following:

SB810,149,7 (a) The name of the partnership and the effective date of its administrative dissolution.

SB810,149,9 (b) A statement that each ground for dissolution either did not exist or has been cured.

SB810,149,10 (c) A statement that the partnership's name satisfies s. 179.0114.

SB810,149,12 (2) (a) Upon application, the department shall reinstate a limited partnership if the department determines all of the following:

SB810,149,14 1. That the application contains the information required by sub. (1) and the information is correct.

SB810,149,16 2. That all fees and penalties owed by the partnership to the department under this chapter have been paid.

SB810,149,22 (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.

SB810,149,24 (4) When the reinstatement under this section is effective, all of the following shall apply:

SB810,150,2 (a) Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

SB810,150,4 (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.

SB810,150,6 (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.

SB810,150,10 179.0813 Appeal from denial of reinstatement. (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.

SB810,150,18 (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).

SB810,150,20 (3) The court may order the department to reinstate the limited partnership or may take other action that the court considers appropriate.

SB810,150,21 (4) The court's final decision may be appealed as in other civil proceedings.

SB810,150,22 subchapter IX

SB810,150,23 ACTIONS BY PARTNERS

SB810,151,4 179.0901 Direct action by partner. (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.

SB810,151,7 (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.

SB810,151,9 (3) A right to an accounting on a dissolution and winding up does not revive a claim barred by law.

SB810,151,11 179.0902 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if any of the following applies: