“Partnership" or “domestic partnership" means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6)
or organized under another chapter, 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.
“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.
“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.
“Person" means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated 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.
“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.
“Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
“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.
“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.
“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.
“Sign" means, with present intent to authenticate or adopt a record, any of the following:
To attach to or logically associate with the record an electronic symbol, sound, or process.
“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.
An encumbrance, including a mortgage or security interest.
“Transferable interest" means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
“Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
History: 2015 a. 295
; 2021 a. 258
A person knows a fact if any of the following applies:
The person is deemed to know the fact under sub. (4) (a)
or law other than this chapter.
A person has notice of a fact if any of the following applies:
The person has reason to know the fact from all the facts known to the person at the time in question.
Subject to s. 178.0117 (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.
A person not a partner is deemed to know of a limitation on authority to transfer real property as provided in s. 178.0303 (7)
A person not a partner is deemed to have notice of all of the following as follows:
A person's dissociation as a partner 90 days after a statement of dissociation under s. 178.0704
A partnership's dissolution 90 days after a statement of dissolution under s. 178.0802
A partnership's termination 90 days after a statement of termination under s. 178.0802
A 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
Except for a transferor partner's notice or knowledge of the transfer under s. 178.0503 (4)
or a withdrawing partner's notice or knowledge of the withdrawal under s. 178.0601 (1)
, a partner's knowledge or notice of a fact relating to the 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 that partner.
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:
Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
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.
For notices from the department, upon successful transmission by e-mail as provided in this chapter.
History: 2015 a. 295
; 2021 a. 258
The internal affairs of an association that would be a partnership if its governing law were the law of this state and the liability of the persons so associated for a debt, obligation, or other liability of the association are governed by the law of this state if any of the following applies:
The association is a domestic limited liability partnership.
In the case of any association other than a domestic or foreign limited liability partnership, the partnership agreement designates the law of this state as its governing law or, in the absence of such designation, the association has its principal office in this state.
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. (1m)
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. (1m)
shall be brought solely and exclusively in the courts of this state.
History: 2015 a. 295
; 2021 a. 258
Partnership agreement; scope, function, and limitations. 178.0105(1)(1)
Except as otherwise provided in subs. (3)
, the partnership agreement governs all of the following:
Relations among the partners as partners and between the partners and the partnership.
The business of the partnership and the conduct of that business.
The means and conditions for amending the partnership agreement.
Mergers, interest exchanges, conversions, and domestications under subch. XI
To the extent the partnership agreement does not provide for a matter described in sub. (1)
, this chapter governs the matter.
A partnership agreement may not do any of the following:
Unreasonably restrict the duties and rights under s. 178.0408
, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages and security, for a breach of any reasonable restriction on use.
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)
Eliminate the contractual obligation of good faith and fair dealing under s. 178.0409 (4)
, but the partnership agreement may, if not manifestly unreasonable, prescribe the standards by which the performance of the obligation is to be measured or restrict remedies for breach of the obligation.
Relieve or exonerate a partner from liability for conduct that constitutes any of the following:
A willful failure to deal fairly with the partnership or its partners in connection with a matter in which the partner has a material conflict of interest.
A violation of the criminal law, unless the partner had reasonable cause to believe that the partner's conduct was lawful or no reasonable cause to believe that the partner's conduct was unlawful.
A transaction from which the partner derived an improper personal profit.
Unless the partnership is a limited liability partnership, vary the power of a person to dissociate as a partner under s. 178.0602 (1)
, except to require that the notice under s. 178.0601 (1)
be in a record and to not unreasonably specify how the notice must be given.
Vary the right of a partner under s. 178.0901 (6)
to vote on or consent to a cancellation of a statement of qualification.
Impair the rights of a partner under s. 178.1161
, except to require that the notice of acceptance under s. 178.1161 (2)
be in a record or be given fewer than 60, but not fewer than 10, days of receipt of the offer.
Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:
The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.
Subject to sub. (3) (h)
, without limiting other terms that may be included in a partnership agreement, the following rules apply:
The partnership agreement may do any of the following:
Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
Alter the prohibition in s. 178.0406 (1) (b)
so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities.
To the extent the partnership agreement expressly relieves a partner of a responsibility that the partner would otherwise have under this chapter and imposes the responsibility on one or more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner relieved of the responsibility which would have pertained to the responsibility.