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178.0802   Winding up.
178.0803   Rescinding dissolution.
178.0804   Power to bind partnership after dissolution.
178.0805   Liability after dissolution of partner and person dissociated as partner.
178.0806   Disposition of assets in winding up; when contributions required.
178.0807   Known claims against dissolved limited liability partnership.
178.0808   Other claims against dissolved limited liability partnership.
178.0809   Court proceedings.
178.0810   Liability of partner and person dissociated as partner when claim against partnership barred.
SUBCHAPTER IX
LIMITED LIABILITY PARTNERSHIP
178.0901   Statement of qualification.
178.0902   Permitted names.
178.09031   Grounds for revocation.
178.09032   Procedure for and effect of administrative revocation.
178.0904   Reinstatement following administrative revocation.
178.0905   Appeal from denial of reinstatement.
178.0906   Reservation of name.
178.0907   Registration of name.
178.0908   Registered agent and registered office.
178.0909   Change of registered agent or registered office by limited liability partnership.
178.0910   Resignation of registered agent.
178.0911   Change of name or address by registered agent.
178.0912   Service of process, notice, or demand.
178.0913   Annual report for department.
SUBCHAPTER X
FOREIGN LIMITED
LIABILITY PARTNERSHIP
178.1001   Governing law.
178.1002   Registration to do business in this state.
178.1003   Foreign registration statement.
178.1004   Amendment or cancellation of foreign registration statement.
178.1005   Activities not constituting doing business.
178.1006   Noncomplying name of foreign limited liability partnership.
178.1007   Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
178.1008   Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
178.1009   Transfer of registration.
178.10101   Grounds for revocation.
178.10102   Procedure for and effect of revocation.
178.10103   Appeal from revocation.
178.1011   Withdrawal of registration of registered foreign limited liability partnership.
178.1012   Action by attorney general.
SUBCHAPTER XI
MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION
178.1101   Definitions.
178.1102   Relationship of subchapter to other laws.
178.1103   Existing purpose.
178.1104   Nonexclusivity.
178.1105   Reference to external facts.
178.1121   Merger authorized.
178.1122   Plan of merger.
178.1123   Approval of merger; amendment; abandonment.
178.1124   Filings required for merger; effective date.
178.1125   Effect of merger.
178.1131   Interest exchange authorized.
178.1132   Plan of interest exchange.
178.1133   Approval of interest exchange; amendment; abandonment.
178.1134   Filings required for interest exchange; effective date.
178.1135   Effect of interest exchange.
178.1141   Conversion authorized.
178.1142   Plan of conversion.
178.1143   Approval of conversion; amendment; abandonment.
178.1144   Filings required for conversion; effective date.
178.1145   Effect of conversion.
178.1151   Domestication authorized.
178.1152   Plan of domestication.
178.1153   Approval of domestication; amendment; abandonment.
178.1154   Filings required for domestication; effective date.
178.1155   Effect of domestication.
178.1161   Restrictions on approval of mergers, interest exchanges, conversions and domestications.
SUBCHAPTER XII
MISCELLANEOUS PROVISIONS
178.1201   Uniformity of application and construction.
178.1202   Relation to electronic signatures in global and national commerce act.
subch. I of ch. 178 SUBCHAPTER I
GENERAL PROVISIONS
178.0101 178.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Partnership Law."
178.0101 History History: 2015 a. 295.
178.0102 178.0102 Definitions. In this chapter:
178.0102(1) (1)“Business" includes every trade, occupation, and profession.
178.0102(2) (2)“Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 178.0403 which is provided by a person to a partnership to become a partner or in the person's capacity as a partner.
178.0102(3) (3)“Debtor in bankruptcy" means a person that is the subject of any of the following:
178.0102(3)(a) (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.
178.0102(3)(b) (b) A comparable order under federal, state, or foreign law governing insolvency.
178.0102(3m) (3m)“Department" means the department of financial institutions.
178.0102(4)(a)(a) Except as provided in par. (b), “distribution" means a transfer of money or other property from a 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:
178.0102(4)(a)1. 1. A redemption or other purchase by a partnership of a transferable interest.
178.0102(4)(a)2. 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 business or have access to records or other information concerning the partnership's business.
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