2005 Chapter 179

179.07 Business transactions of partner with limited partnership.

179.08 Offer and sale of securities.

179.10 Construction and application.

179.105 Transitional provisions.

SUBCHAPTER II

FORMATION

179.11 Certificate of limited partnership.

179.12 Amendments to certificate.

179.13 Cancellation of certificate.

179.14 Execution of certificates.

179.15 Execution of certificate by court order.

179.16 Filing with the department of financial institutions.

179.17 Liability for false statement in certificate.

179.18 Notice conferred by filing.

179.185 Restated certificate.

179.19 Delivery of certificates to limited partners.

SUBCHAPTER III

LIMITED PARTNERS

179.21 Admission of limited partners.

179.22 Voting.

179.23 Liability to 3rd parties.

179.24 Same; mistake as to status as limited partner.

179.25 Information.

SUBCHAPTER IV

GENERAL PARTNERS

179.31 Admission of additional general partners.

179.32 Events of withdrawal.

179.33 General partner powers and liabilities.

179.34 Contributions by general partner.

179.35 Voting.

SUBCHAPTER V

FINANCE

179.41 Form of contribution.

179.42 Liability for contribution.

179.43 Sharing of profits and losses.

179.44 Sharing of distributions.

SUBCHAPTER VI

DISTRIBUTIONS AND WITHDRAWALS

179.51 Interim distributions.

179.52 Withdrawal of general partner.

179.53 Withdrawal of limited partner.

179.54 Distribution on withdrawal.

179.55 Distribution in kind.

179.56 Right to distribution.

179.57 Limitations on distribution.

179.58 Liability on return of contribution.

SUBCHAPTER VII

ASSIGNMENT OF PARTNERSHIP INTERESTS

179.61 Nature of partnership interest.

179.62 Assignment of partnership interest.

179.63 Rights of creditor.

179.64 Right of assignee to become limited partner.

179.65 Power of estate of deceased or partner adjudicated incompetent.

SUBCHAPTER VIII

DISSOLUTION; CONVERSION; MERGER

179.70 Definitions.

179.71 Nonjudicial dissolution.

179.72 Judicial dissolution.

179.73 Winding up.

179.74 Distribution of assets.

179.76 Conversion.

179.77 Merger.

SUBCHAPTER IX

FOREIGN LIMITED PARTNERSHIPS

179.81 Law governing.

179.82 Registration.

179.83 Issuance of registration.

179.84 Name.

179.85 Amendments.

179.86 Cancellation of registration.

179.87 Transaction of business without registration.

179.88 Substituted service.

179.89 Action by attorney general.

SUBCHAPTER X

DERIVATIVE ACTIONS

179.91 Right to bring derivative action.

179.92 Proper plaintiff.

179.93 Pleading.

179.94 Expenses.

subch. I of ch. 179 SUBCHAPTER I

GENERAL PROVISIONS

179.01 179.01  Definitions. In this chapter:

179.01(1) (1) "Certificate of limited partnership" means the certificate under s. 179.11, as amended under s. 179.12 or restated under s. 179.185.

179.01(2) (2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.

179.01(2m) (2m) "Department" means the department of financial institutions.

179.01(3) (3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner under s. 179.32.

179.01(4) (4) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.

179.01(5) (5) "General partner" means a person who has been admitted to a limited partnership as a general partner under the partnership agreement and named in the certificate of limited partnership as a general partner.