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.
179.23 Liability to 3rd parties.
179.24 Same; mistake as to status as limited partner.
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.
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
179.71 Nonjudicial dissolution.
179.72 Judicial dissolution.
179.74 Distribution of assets.
SUBCHAPTER IX
FOREIGN LIMITED PARTNERSHIPS
179.83 Issuance of registration.
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.
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.
179.01(6)
(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner under the partnership agreement.
179.01(7)
(7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by 2 or more persons under this chapter and having one or more general partners and one or more limited partners.
179.01(8)
(8) "Partner" means a limited or general partner, and includes a personal representative or trustee to the extent authorized by the governing instrument or court order.
