AB566,88,119 formation; certificate of
10 LIMITED PARTNERSHIP
11 and other filings

AB566,88,14 12179.0201 Formation of limited partnership; certificate of limited
13partnership. (1) To form a limited partnership, a person must deliver a certificate
14of limited partnership to the department for filing.

AB566,88,15 15(2) A certificate of limited partnership must state all of the following:

AB566,88,1616 (a) The name of the limited partnership, which name satisfies s. 179.0114.

AB566,88,1717 (b) The street and mailing addresses of the partnership's principal office.

AB566,88,1918 (c) The street address of the partnership's registered office in this state and the
19name and e-mail address of its registered agent at that office.

AB566,88,2020 (d) The name and street and mailing addresses of each general partner.

AB566,88,2121 (e) Whether the limited partnership is a limited liability limited partnership.

AB566,88,25 22(3) A certificate of limited partnership may contain statements as to matters
23other than those required by sub. (2), but may not vary or otherwise affect the
24provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that
25section.

AB566,89,1

1(4) A limited partnership is formed when all of the following occur:

AB566,89,22 (a) The certificate of limited partnership becomes effective.

AB566,89,33 (b) At least 2 persons have become partners.

AB566,89,44 (c) At least one person has become a general partner.

AB566,89,55 (d) At least one person has become a limited partner.

AB566,89,8 6179.0202 Amendment or restatement of certificate of limited
7partnership. (1) A certificate of limited partnership may be amended or restated
8at any time.

AB566,89,10 9(2) To amend its certificate of limited partnership, a limited partnership must
10deliver to the department for filing an amendment stating all of the following:

AB566,89,1111 (a) The name of the partnership.

AB566,89,1212 (b) The text of the amendment.

AB566,89,14 13(3) To restate its certificate of limited partnership, a limited partnership must
14deliver to the department for filing a restatement, designated as such in its heading.

AB566,89,16 15(4) A limited partnership shall promptly deliver to the department for filing
16an amendment to a certificate of limited partnership to reflect any of the following:

AB566,89,1717 (a) The admission of a new general partner.

AB566,89,1818 (b) The dissociation of a person as a general partner.

AB566,89,2019 (c) The appointment of a person to wind up the limited partnership's activities
20and affairs under s. 179.0802 (3) or (4).

AB566,89,24 21(5) If a general partner knows or has notice that any information in a filed
22certificate of limited partnership was inaccurate when the certificate was filed or has
23become inaccurate due to changed circumstances, the general partner shall
24promptly do one of the following to correct the inaccuracy:

AB566,89,2525 (a) Cause the certificate to be amended.

AB566,90,2

1(b) If appropriate, deliver to the department for filing a statement of change
2under s. 179.0118 or a statement of correction under s. 179.0209.

AB566,90,5 3179.0203 Signing of records to be delivered for filing to the
4department. (1) A record delivered to the department for filing pursuant to this
5chapter must be signed as follows:

AB566,90,76 (a) An initial certificate of limited partnership must be signed by all general
7partners listed in the certificate.