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)
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 an individual resident of this state, a domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership, 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.
This section does not provide an exclusive means for service on a limited partnership but merely mandates that a limited partnership maintain an agent for service in the state and provides for substitute service in case the limited partnership fails to comply. Service is governed by s. 801.11 (6), which requires service upon all the general partners known to the plaintiff. Carmain v. Affiliated Capital Corporation, 2002 WI App 271, 258 Wis. 2d 378
, 655 N.W.2d 531
Resignation of agent for service of process. 179.045(1)(1)
An agent for service of process may resign by executing and filing with the department a statement, in duplicate, containing all of the following information, as applicable:
The name of the domestic or foreign limited partnership for which the agent is acting.
The name and current street address of the agent.
If the agent is acting for a domestic limited partnership, the address of the domestic limited partnership's record office.
If the agent is acting for a foreign limited partnership, the address of the foreign limited partnership's office in its state of organization.
The department shall note on one of the duplicates filed under sub. (1)
the date of filing and shall mail that duplicate to the limited partnership at the address provided under sub. (1) (c)
A resignation under this section is effective on the earlier of the following:
Thirty days after the date on which the statement is filed under sub. (1)
The date on which the appointment of a successor agent is effective.
History: 2001 a. 44
Required records. 179.05(1)(1)
Each limited partnership shall keep at the record office under s. 179.04 (1) (a)
all of the following:
A current list of the full name and last-known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.
A copy of the certificate of limited partnership and all certificates of amendment, together with executed copies of any powers of attorney pursuant to which any certificate has been executed.
Copies of the limited partnership's federal, state and local income tax returns and reports for the 3 most recent years.
Copies of any effective written partnership agreements and of any financial statements of the limited partnership for the 3 most recent years.
Unless contained in an effective written partnership agreement or in a certificate of limited partnership in existence on April 28, 1990, a writing containing all of the following information:
The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute.
The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made.
Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution.
Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
Records under sub. (1)
are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
Nature of business.
A limited partnership may carry on any business that a partnership without limited partners may carry on.
History: 1983 a. 173
Conveyance of real property of the limited partnership. 179.065(1)(1)
If title to real property is in the name of the limited partnership, a general partner may convey title to that property in the name of the limited partnership, unless the certificate of limited partnership provides otherwise.
(2) Section 178.07 (2)
governs the authority of a general partner to transfer real property if the property is not in the name of the limited partnership or if the conveyance is not executed in the name of the limited partnership.