(2) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 179.0703 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

(a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner.

(b) The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

(3) If a record delivered by a limited partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 179.0105 (3) or (4) (b) if contained in the partnership agreement, the provision is ineffective in the record.

(4) Subject to sub. (3), if a record delivered by a limited partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply:

(a) The agreement prevails as to partners, persons dissociated as partners, and transferees.

(b) The record prevails as to other persons to the extent they reasonably rely on the record.

179.0108 Required information. A limited partnership shall maintain all of the following information:

(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.

(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed.

(3) A copy of any filed articles of merger, interest exchange, conversion, or domestication.

(4) A copy of the partnership's federal, state, and local income tax returns, if any, for the 3 most recent years.

(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.

(6) A copy of the financial statements of the partnership, if any, for the 3 most recent years.

(7) A copy of the 3 most recent annual reports delivered by the partnership to the department pursuant to s. 179.0212.

(8) A copy of any record made by the partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.

(9) Unless contained in a partnership agreement made in a record, a record stating all of the following:

(a) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner.

(b) The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each partner are to be made.

(c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity.

(d) Any events upon the occurrence of which the partnership is to be dissolved and its activities and affairs wound up.

179.0109 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.

179.0110 Nature, purpose, and duration of limited partnership. (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.

(2) A limited partnership may have any lawful purpose, regardless of whether for profit.

(3) A limited partnership has perpetual duration.

179.0111 Powers. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

179.0112 Applicability. (1) This chapter applies to a limited partnership formed on or after January 1, 2023.

(2) On January 1, 2023, this chapter applies to a limited partnership formed before January 1, 2023, except as follows:

(a) If a limited partnership elects, in a manner allowed by law for amending the partnership agreement, to be subject to this chapter as of any date between the effective date of this paragraph .... [LRB inserts date], and January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited partnership as of the date that the statement of applicability is effective under s. 179.0207.