Causes of dissolution.
Dissolution by decree of court.
Dissolution terminates agency of partner.
Liability of dissolving partner to partners continues until knowledge of dissolution.
Partner's agency after dissolution.
Discharge of existing liabilities on dissolution.
Application of partnership property on dissolution.
Adjustment of rights on dissolution for fraud.
Settlement and distribution on dissolution.
Rights and liabilities on continuing business after dissolution without liquidation.
Rights of retiring or deceased partner.
Right to accounting accrues on dissolution.
Recording of partnership agreements; amendments; articles of dissolution.
Registration of limited liability partnerships.
Effect of registration.
Name of registered limited liability partnership.
Registered office and registered agent.
Service on registered limited liability partnership.
Foreign registered limited liability partnerships.
Filing and service fees.
Effective date and time of document.
Correcting filed document.
Filing duty of the department.
Appeal from department's refusal to file document.
Applicability to foreign and interstate commerce.
Citation; definition of terms; knowledge and notice. 178.01(1)(1)
This chapter may be cited as the "Uniform Partnership Act".
"Bankrupt" includes bankrupt under the federal bankruptcy act or insolvent under any state insolvent act.
"Business" includes every trade, occupation or profession.
"Conveyance" includes every assignment, lease, mortgage or encumbrance.
"Court" includes every court and judge having jurisdiction in the case.
"Department" means the department of financial institutions.
"Foreign registered limited liability partnership" means a limited liability partnership formed pursuant to an agreement governed by the laws of another state or country and registered under the laws of that jurisdiction.
"Person" includes individuals, partnerships, limited liability companies, corporations, other associations and, to the extent authorized by governing instrument or court order, personal representatives and trustees.
"Real property" includes land and any interest or estate in land.
"Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the laws of this state and registered under s. 178.40
A person has "knowledge" of a fact within the meaning of this chapter not only when that person has actual knowledge thereof, but also when that person has knowledge of such other facts as in the circumstances shows bad faith.
A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice (a) states the fact to such person, or (b) delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his or her place of business or residence.
Rules of construction. 178.02(1)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
The law of estoppel shall apply under this chapter.
The law of agency shall apply under this chapter.
This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
This chapter shall not be construed so as to impair the obligations of any contract existing July 9, 1915, nor to affect any action or proceedings begun or right accrued before said date.
In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
Partnership defined. 178.03(1)(1)
A partnership is an association of 2 or more persons to carry on as coowners a business for profit. A partnership includes a registered limited liability partnership and a foreign registered limited liability partnership.
But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
History: 1993 a. 491
; 1995 a. 97
Determination of whether partnership exists.
In determining whether a partnership exists, these rules shall apply:
Except as provided by s. 178.13
, persons who are not partners as to each other are not partners as to third persons.
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such coowners do or do not share any profits made by the use of the property.
The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
The receipt by a person of a share of the profits of a business is prima facie evidence that person is a partner in the business, but no such inference shall be drawn if such profits were received in payment as a debt by instalments or otherwise; as wages of an employe or rent to a landlord; as an annuity to a surviving spouse or representative of a deceased partner; as interest on a loan, though the amount of payment vary with the profits of the business; or as the consideration for the sale of the good will of a business or other property by instalments or otherwise.
The receipt of a share of profits is deemed prima facie evidence that a person is a partner, but a partnership will not be implied merely because of common ownership of property, whether or not profits are shared. Anderson v. Anderson, 54 W (2d) 666, 196 NW (2d) 727.
Partnership to engage in the sale or purchase of real estate is void under the statute of frauds except where all parties have performed the contract, thus indicating their acquiescence in its terms. In re Estate of Schaefer, 72 W (2d) 600, 241 NW (2d) 607.
Partnership property. 178.05(1)
All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property.
Unless the contrary intention appears, property acquired with partnership funds is partnership property.
Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
Whether real estate is a part of partnership property depends upon whether it was acquired on account of the partnership, and, where held in the name of a partner, upon the intention of the parties; but the fact that realty, individually owned, is used for partnership purposes is insufficient to support a finding that the land is partnership property. Estate of Schreiber, 68 W (2d) 135, 227 NW (2d) 917.
Partners are agents of partnership. 178.06(1)
Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which the partner is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority.
An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership; (b) dispose of the good will of the business; (c) do any other act which would make it impossible to carry on the ordinary business of the partnership; (d) confess a judgment; or (e) submit a partnership claim or liability to arbitration or reference.
No act of a partner in contravention of a restriction on the partner's authority shall bind the partnership to persons having knowledge of the restriction.
History: 1993 a. 482
Where one partner repeatedly entered into renewals of an employment contract with a pharmacist to operate a drug store without objections by the other partners, the contract is valid even though highly favorable to the employe, so long as the partner received no personal benefit which the other partners did not share. Reliable Pharmacy v. Hall, 54 W (2d) 191, 194 NW (2d) 596.
Nothing in ch. 178 overrides statute of frauds, ch. 706; ch. 706, rather than ch. 178, provides protection for those involved in real estate transactions with partnerships. Marth v. Edwards, 159 W (2d) 773, 465 NW (2d) 248 (Ct. App. 1990).
Where a partner's actions in a transaction on behalf of a partnership fall within the express provisions of s. 178.06 (1), a partner who acts on behalf of the partnership is "an agent of the partnership" and s. 178.06 (1) controls. Where the partner's actions do not fall within those provisions the partner "purports to act as an agent" and s. 706.03 controls. Wyss v. Albee, 193 W (2d) 101, 532 NW (2d) 444 (1995).
Conveyance of real property of partnership. 178.07(1)(1)
Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of s. 178.06 (1)
, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded the partner's authority.
Where title to real property is in the name of the partnership, a conveyance executed by a partner, in the partner's own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under s. 178.06 (1)
Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under s. 178.06 (1)
, unless the purchaser or the purchaser's assignee is a holder for value, without knowledge.
Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in the partner's own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under s. 178.06 (1)
Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.
History: 1993 a. 482
Admission by partner is evidence against the partnership.
An admission or representation made by any partner concerning partnership affairs within the scope of the partner's authority as conferred by this chapter is evidence against the partnership.
History: 1993 a. 482
Notice to or knowledge of partner charges partnership.
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to the partner's mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.