Chapter 179

179.0207 History History: 2021 a. 258.

179.0208 179.0208 Withdrawal of filed record before effectiveness.

179.0208(1) (1) Except as otherwise provided in ss. 179.1123 (2), 179.1133 (2), 179.1143 (2), and 179.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

179.0208(2) (2) A statement of withdrawal must satisfy all of the following:

179.0208(2)(a) (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

179.0208(2)(b) (b) It must identify the record to be withdrawn.

179.0208(2)(c) (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

179.0208(3) (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

179.0208 History History: 2021 a. 258.

179.0209 179.0209 Correcting filed record.

179.0209(1) (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

179.0209(1)(a) (a) The record at the time of filing was inaccurate.

179.0209(1)(b) (b) The record was defectively signed.

179.0209(1)(c) (c) The electronic transmission of the record to the department was defective.

179.0209(2) (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

179.0209(3) (3) 

179.0209(3)(a) (a) A statement of correction may not state a delayed effective date.

179.0209(3)(b) (b) A statement of correction must satisfy all of the following:

179.0209(3)(b)1. 1. It must be signed by the person correcting the filed record.

179.0209(3)(b)2. 2. It must identify the filed record to be corrected.

179.0209(3)(b)3. 3. It must specify the inaccuracy or defect to be corrected.

179.0209(3)(b)4. 4. It must correct the inaccuracy or defect.

179.0209(4) (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 179.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

179.0209 History History: 2021 a. 258.

179.0210 179.0210 Duty of department to file; review of refusal to file; delivery of record by department.

179.0210(1) (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

179.0210(2) (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the limited partnership to which the statement pertains.

179.0210(3) (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

179.0210(3)(a) (a) Return the record or notify the person that submitted the record of the refusal.

179.0210(3)(b) (b) Provide a brief explanation in a record of the reason for the refusal.

179.0210(4) (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

179.0210(5) (5) The filing of or refusal to file a record does not create a presumption of any of the following:

179.0210(5)(a) (a) That the record does or does not conform to the requirements of this chapter.

179.0210(5)(b) (b) That the information contained in the record is correct or incorrect.

179.0210(6) (6) Except as otherwise provided by s. 179.0121 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

179.0210(6)(a) (a) In person to the person that submitted it.

179.0210(6)(b) (b) To the address of the person’s registered agent.

179.0210(6)(c) (c) To the principal office of the person.

179.0210(6)(d) (d) To another address the person provides to the department for delivery.

179.0210 History History: 2021 a. 258.

179.0211 179.0211 Certificate of status.

179.0211(1) (1) Any person may obtain from the department, upon request, a certificate of status for a limited partnership or registered foreign limited partnership.

179.0211(2) (2) A certificate of status shall include all of the following information:

179.0211(2)(a) (a) The domestic partnership’s partnership name or the foreign partnership’s partnership name and fictitious name, if any, used in this state.

179.0211(2)(b) (b) Whether each of the following is true:

179.0211(2)(b)1. 1. The domestic partnership is a limited partnership whose governing law is the law of this state, or the foreign limited partnership is authorized to transact business in this state.

179.0211(2)(b)2. 2. The domestic partnership or the foreign partnership has, during its most recently completed report year, filed with the department an annual report required by s. 179.0212.

179.0211(2)(b)3. 3. The domestic partnership has not filed a statement of dissolution or statement of termination.

179.0211(2)(b)4. 4. The foreign partnership has not filed a statement of withdrawal of its foreign registration under s. 179.1011 and, if not, the effective date of its registration statement.

179.0211(2)(c) (c) The domestic partnership’s effective date of its certificate of limited partnership and the period of its duration if less than perpetual.

179.0211(3) (3) The certificate of status may include other facts of record in the department that are requested.

179.0211(4) (4) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited partnership or the foreign limited partnership is in existence or is authorized to transact business in this state.

179.0211(5) (5) Upon request, by telephone or otherwise, the department shall confirm by telephone any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

179.0211 History History: 2021 a. 258.

179.0212 179.0212 Annual report for department.

179.0212(1) (1) A limited partnership or registered foreign limited partnership shall deliver to the department for filing an annual report that states all of the following:

179.0212(1)(a) (a) The name of the partnership or registered foreign partnership.

179.0212(1)(b) (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

179.0212(1)(c) (c) The street address of its principal office.

179.0212(1)(d) (d) The name of at least one general partner.

179.0212(1)(e) (e) In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 179.1006 (1).

179.0212(2) (2) Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.

179.0212(3) (3) 

179.0212(3)(a) (a) A domestic limited partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited partnership’s certificate of limited partnership became effective, during the calendar year quarter in which the anniversary date of the certificate effective date occurs.

179.0212(3)(b) (b) A registered foreign limited partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited partnership registered to do business in this state.

179.0212(4) (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 179.0103 (7m), the annual report is timely filed.

179.0212(5) (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 179.0118.

179.0212 History History: 2021 a. 258.

subch. III of ch. 179 SUBCHAPTER III

LIMITED PARTNERS

179.0301 179.0301 Becoming limited partner.

179.0301(1) (1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.

179.0301(2) (2) After formation of a limited partnership, a person becomes a limited partner in any of the following ways:

179.0301(2)(a) (a) As provided in the partnership agreement.

179.0301(2)(b) (b) As the result of a transaction effective under subch. XI.

179.0301(2)(c) (c) With the affirmative vote or consent of all the partners.

179.0301(2)(d) (d) As provided in s. 179.0801 (1) (d) or (e).

179.0301(3) (3) A person may become a limited partner without doing any of the following:

179.0301(3)(a) (a) Acquiring a transferable interest.

179.0301(3)(b) (b) Making or being obligated to make a contribution to the limited partnership.

179.0301 History History: 2021 a. 258.

179.0302 179.0302 No agency power of limited partner as limited partner.

179.0302(1) (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.

179.0302(2) (2) A person’s status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person’s conduct.

179.0302 History History: 2021 a. 258.

179.0303 179.0303 No liability as limited partner for limited partnership obligations.

179.0303(1) (1) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.

179.0303(2) (2) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.

179.0303 History History: 2021 a. 258.