Form of contribution.
Liability for contribution.
Sharing of profits and losses.
Sharing of distributions.
DISTRIBUTIONS AND WITHDRAWALS
Withdrawal of general partner.
Withdrawal of limited partner.
Distribution on withdrawal.
Distribution in kind.
Right to distribution.
Limitations on distribution.
Liability on return of contribution.
ASSIGNMENT OF PARTNERSHIP INTERESTS
Nature of partnership interest.
Assignment of partnership interest.
Rights of creditor.
Right of assignee to become limited partner.
Power of estate of deceased or partner adjudicated incompetent.
DISSOLUTION; CONVERSION; MERGER
Distribution of assets.
FOREIGN LIMITED PARTNERSHIPS
Issuance of registration.
Cancellation of registration.
Transaction of business without registration.
Action by attorney general.
Right to bring derivative action.
In this chapter:
“Certificate of limited partnership" means the certificate under s. 179.11
, as amended under s. 179.12
or restated under s. 179.185
“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.
“Department" means the department of financial institutions.
“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
“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.
“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.
“Limited partner" means a person who has been admitted to a limited partnership as a limited partner under the partnership agreement.
“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.
“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.
“Partnership agreement" means any valid agreement of the partners as to the affairs of a limited partnership and the conduct of its business.
“Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
The name of a limited partnership:
Shall contain the words “limited partnership" or the abbreviation “L.P." or “LP".
May not contain the name of a limited partner unless:
It is also the name of a general partner or the corporate name of a corporate general partner or of a limited liability company general partner; or
The business of the limited partnership had been carried on under that name before the admission of that limited partner.
May not be the same as, or deceptively similar to, the name of any corporation, limited liability company or limited partnership organized under the laws of this state or licensed or registered as a foreign corporation, limited liability company or limited partnership in this state.
Reservation of name. 179.03(1)(1)
The exclusive right to the use of a name may be reserved by any of the following:
Any person intending to organize a limited partnership under this chapter and to adopt that name.
Any domestic limited partnership or any foreign limited partnership registered in this state which intends to adopt that name.
Any foreign limited partnership intending to register in this state and adopt that name.
Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.
Except as otherwise provided in this subsection, the reservation shall be made by filing with the department an application executed by the applicant to reserve a specified name together with a fee of $10, or such larger amount as the department requires by rule, if the application is filed in paper format. The reservation may be made by making a telephone application to reserve a specified name. The fee for a telephone application to reserve a specified name for 60 days is $20. If the department finds that the name is available for use by a domestic limited partnership or foreign limited partnership, the department shall reserve the name for the exclusive use of the applicant for a period of 60 days. Except as otherwise provided in this subsection, the right to the exclusive use of a reserved name may be transferred to any other person by filing with the department, together with a fee of $10, a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. The department may, by rule, specify a larger fee for filing a notice of transfer in paper format.
Record office and agent. 179.04(1)(1)
Each limited partnership shall continuously maintain in this state the following:
A record office at which shall be kept the records required under s. 179.05
An agent for service of process on the limited partnership, which agent must be any of the following:
A domestic corporation, nonstock corporation, limited partnership, limited liability partnership that has in effect a statement of qualification under s. 178.0901
, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.
If a limited partnership fails to maintain an agent for service of process in this state or if the agent cannot with reasonable diligence be found, substituted service may be made on the department by delivering duplicate copies of the process, together with a fee of $10. The department shall forward one copy by registered mail, addressed to the limited partnership at its record office.