179.0305(2) (2) Except as otherwise provided in sub. (1), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.

179.0305(3) (3) If a limited partner enters into a transaction with the limited partnership, the limited partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.

179.0305(4m) (4m) Unless otherwise provided in the partnership agreement, any action that is to be voted on or consented to by some or all of the limited partners may be taken without a meeting of the limited partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a limited partner, so consenting directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a limited partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective, unless the written consent provides otherwise.

179.0305 History History: 2021 a. 258.

179.0306 179.0306 Person erroneously believing self to be limited partner.

179.0306(1) (1) Except as otherwise provided in sub. (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person does any of the following:

179.0306(1)(a) (a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the department for filing.

179.0306(1)(b) (b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the department for filing a statement of negation under this section.

179.0306(2) (2) A person that makes an investment described in sub. (1) is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the department files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.

179.0306(3) (3) If a person makes a diligent effort in good faith to comply with sub. (1) (a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the department for filing, the person has the right to withdraw from the enterprise pursuant to sub. (1) (b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.

179.0306 History History: 2021 a. 258.

subch. IV of ch. 179 SUBCHAPTER IV

GENERAL PARTNERS

179.0401 179.0401 Becoming general partner.

179.0401(1) (1) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.

179.0401(2) (2) After formation of a limited partnership, a person becomes a general partner in any of the following ways:

179.0401(2)(a) (a) As provided in the partnership agreement.

179.0401(2)(b) (b) As a result of a transaction effective under subch. XI.

179.0401(2)(c) (c) With the affirmative vote or consent of all the partners.

179.0401(2)(d) (d) As provided in s. 179.0801 (1) (c) 2.

179.0401(3) (3) A person may become a general partner without doing any of the following:

179.0401(3)(a) (a) Acquiring a transferable interest.

179.0401(3)(b) (b) Making or being obligated to make a contribution to the partnership.

179.0401 History History: 2021 a. 258.

179.0402 179.0402 General partner agent of limited partnership. Subject to the effect of a statement of partnership authority under s. 179.04023, the following rules apply:

179.0402(1) (1) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.

179.0402(2) (2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.

179.0402 History History: 2021 a. 258.

179.04023 179.04023 Statement of partnership authority.