AB566,66,10 3. A limited partnership's participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. XI become effective.

AB566,66,12 (cr) A person not a partner is deemed to know of a limitation on authority to transfer real property as provided in s. 179.04023 (7).

AB566,66,15 (5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

AB566,66,23 (6) Except for a transferor partner's notice or knowledge of the transfer under s. 179.0702 (5) or a withdrawing partner's notice or knowledge of the withdrawal under s. 179.0601 (2) (a) or 179.0603 (1), a general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.

AB566,67,3 (7m) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:

AB566,67,4 (a) When received.

AB566,67,6 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

AB566,67,9 (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

AB566,67,11 (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

AB566,67,13 179.0104 Governing law. (1) The law of this state governs all of the following:

AB566,67,14 (a) The internal affairs of a limited partnership.

AB566,67,16 (b) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.

AB566,67,19 (2m) The fact that one or more of the partners of a partnership are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1).

AB566,67,23 (3m) The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1) shall be brought solely and exclusively in the courts of this state.

AB566,68,3 179.0105 Partnership agreement; scope, function, and limitations. (1) Except as otherwise provided in subs. (3) and (4), the partnership agreement governs all of the following:

AB566,68,5 (a) Relations among the partners as partners and between the partners and the limited partnership.

AB566,68,7 (b) The activities and affairs of the partnership and the conduct of those activities and affairs.

AB566,68,8 (c) The means and conditions for amending the partnership agreement.

AB566,68,10 (d) Mergers, interest exchanges, conversions, and domestications under subch. XI.

AB566,68,12 (2) To the extent the partnership agreement does not provide for a matter described in sub. (1), this chapter governs the matter.

AB566,68,13 (3) A partnership agreement may not do any of the following:

AB566,68,14 (a) Vary the law applicable under ss. 179.0104 and 179.0112.

AB566,68,16 (b) Vary a limited partnership's capacity under s. 179.0111 to sue and be sued in its own name.

AB566,68,18 (c) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:

AB566,68,20 1. Registered agents, except to require some form of vote or consent of the partners notwithstanding s. 179.0118 (2).

AB566,68,22 2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.

AB566,68,23 (d) Vary the provisions of s. 179.0204.

AB566,69,3 (e) Vary the right of a general partner under s. 179.0406 (2) (b) with respect to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership.

AB566,69,5 (f) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4).