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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.
178.0102(4)(b) (b) “Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.
178.0102(4c) (4c)“Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.
178.0102(4j) (4j)“Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
178.0102(4p) (4p)“Entity" means a person other than an individual.
178.0102(4t) (4t)“Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.
178.0102(5) (5)“Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to s. 178.0306 (3).
178.0102(6) (6)“Foreign partnership" means an association that would be a partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability partnership.
178.0102(6g) (6g)“General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.
178.0102(6m) (6m)“Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 178.0104 or the corresponding applicable law with respect to entities other than domestic partnerships.
178.0102(7) (7)“Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
178.0102(8m) (8m)“Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.
178.0102(9) (9)“Limited liability partnership," except in the phrase “foreign limited liability partnership," or “domestic limited liability partnership" means a partnership that has filed a statement of qualification under s. 178.0901 and does not have a similar statement in effect in any other jurisdiction.
178.0102(10) (10)“Partner" means a person that satisfies all of the following:
178.0102(10)(a) (a) The person has become a partner in a partnership under s. 178.0402 or was a partner in a partnership when the partnership became subject to this chapter.
178.0102(10)(b) (b) The person has not dissociated as a partner under s. 178.0601.
178.0102(11) (11)“Partnership" or “domestic partnership" means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6), to carry on as co-owners a business for profit whose governing law is the law of this state, and which is subject to this chapter, including an association that has become and is still subject to this chapter. The term includes a limited liability partnership.
178.0102(12) (12)“Partnership agreement" means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in s. 178.0105 (1). The term includes the agreement as amended or restated.
178.0102(13) (13)“Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
178.0102(14) (14)“Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
178.0102(15) (15)“Principal office" means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state.
178.0102(16) (16)“Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
178.0102(17) (17)“Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
178.0102(18) (18)“Registered agent" means an agent of a limited liability partnership or foreign limited liability partnership that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.
178.0102(19) (19)“Registered foreign limited liability partnership" means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the department.
178.0102(20) (20)“Sign" means, with present intent to authenticate or adopt a record, any of the following:
178.0102(20)(a) (a) To execute or adopt a tangible symbol.
178.0102(20)(b) (b) To attach to or logically associate with the record an electronic symbol, sound, or process.
178.0102(21) (21)“State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
178.0102(22) (22)“Transfer" includes all of the following:
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