179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Limited Partnership Law."

179.0102 Definitions. In this chapter:

(1g) “Business" includes every trade, occupation, and profession.

(1m) “Certificate of limited partnership" means the certificate required by s. 179.0201. The term includes the certificate as amended or restated.

(2) “Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 179.0501 which is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner.

(3) “Debtor in bankruptcy" means a person that is the subject of any of the following:

(a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

(b) A comparable order under federal, state, or foreign law governing insolvency.

(3m) “Department" means the department of financial institutions.

(4) (a) Except as provided in par. (b), “distribution" means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term includes all of the following:

1. A redemption or other purchase by a limited partnership of a transferable interest.

2. A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's activities and affairs or have access to records or other information concerning the partnership's activities and affairs.

(b) “Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.

(4c) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.

(4j) “Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(4p) “Entity" means a person other than an individual.

(4t) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.

(5) “Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign limited partnership under a provision similar to s. 179.0404 (3).

(6) “Foreign limited partnership" means an association that would be a limited partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability limited partnership.

(6m) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

(7) “General partner" means a person that satisfies all of the following:

(a) The person has become a general partner under s. 179.0401 or was a general partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112.

(b) The person has not dissociated as a general partner under s. 179.0603.

(7m) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 179.0104 or the corresponding applicable law with respect to entities other than domestic limited partnerships.

(8) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

(8m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

(10) “Limited liability limited partnership," except in the phrase “foreign limited liability limited partnership," or “domestic limited liability limited partnership” means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.

(11) “Limited partner" means a person that satisfies all of the following:

(a) The person has become a limited partner under s. 179.0301 or was a limited partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112.