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(a) The act would have bound the partnership under s. 178.0301 before
11dissociation.
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(b) At the time the other party enters into the transaction, less than 2 years has
13passed since the dissociation.
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(c) At the time the other party enters into the transaction, the other party does
15not know or have notice of the dissociation and reasonably believes that the person
16is a partner.
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17(2) If a partnership is bound under sub. (1), the person dissociated as a partner
18which caused the partnership to be bound is liable to all of the following:
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(a) The partnership, for any damage caused to the partnership arising from the
20obligation incurred under sub. (1).
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(b) If a partner or another person dissociated as a partner is liable for the
22obligation, the partner or other person, for any damage caused to the partner or other
23person arising from the liability.
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1178.0703 Liability of person dissociated as partner to other persons. 2(1) Except as otherwise provided in sub. (2) or s. 178.0308 (1), a person dissociated
3as a partner is not liable for a partnership obligation incurred after dissociation.
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4(2) A person that is dissociated as a partner is liable to a party on a transaction
5entered into by the partnership after the dissociation only if all of the following apply:
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(a) The person would have been liable on the transaction had the person not
7been dissociated.
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(b) At the time the other party enters into the transaction, less than 2 years has
9passed since the dissociation.
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(c) At the time the other party enters into the transaction, the other party does
11not have knowledge or notice of the dissociation and reasonably believes that the
12person is a partner.
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13(3) By agreement with a creditor of a partnership and the partnership, a person
14dissociated as a partner may be released from liability for a debt, obligation, or other
15liability of the partnership.
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16(4) A person dissociated as a partner is released from liability for a debt,
17obligation, or other liability of the partnership if the partnership's creditor, with
18knowledge or notice of the person's dissociation but without the person's consent,
19agrees to a material alteration in the nature or time of payment of the debt,
20obligation, or other liability.
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21178.0704 Statement of dissociation.
(1) A person dissociated as a partner
22or the partnership may deliver to the department for filing a statement of
23dissociation stating the name of the partnership and that the person has dissociated
24from the partnership.
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1(2) A statement of dissociation is a limitation on the authority of a person
2dissociated as a partner for the purposes of s. 178.0303.
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3178.0705 Continued use of partnership name. Continued use of a
4partnership name, or the name of a person dissociated as a partner as part of the
5partnership name, by partners continuing the business does not of itself make the
6person dissociated as a partner liable for an obligation of the partners or the
7partnership continuing the business.
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subchapter viii
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DISSOLUTION AND winding up
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10178.0801 Events causing dissolution. A partnership is dissolved, and its
11business must be wound up, upon the occurrence of any of the following:
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12(1) In a partnership at will, any of the following:
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(a) The partnership knows or has notice of a person's express will to withdraw
14as a partner, other than a partner that has dissociated under s. 178.0601 (2) to (10),
15but, if the person has specified a withdrawal date later than the date the partnership
16knew or had notice, on the later date.
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(b) The affirmative vote or consent of all the partners to wind up the
18partnership business.
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19(2) In a partnership for a definite term or particular undertaking, any of the
20following:
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(a) Within 90 days after a person's dissociation by death or otherwise under s.
22178.0601 (6) to (10) or wrongful dissociation under s. 178.0602 (2), the affirmative
23vote or consent of at least half of the remaining partners to wind up the partnership
24business, for which purpose a person's rightful dissociation pursuant to s. 178.0602
25(2) (b) 1. constitutes that partner's consent to wind up the partnership business.
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1(b) The affirmative vote or consent of all the partners to wind up the
2partnership business.
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(c) The expiration of the term or the completion of the undertaking.
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4(3) An event or circumstance that the partnership agreement states causes
5dissolution.
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6(4) On application by a partner, the entry by the circuit court of an order
7dissolving the partnership on any of the following grounds:
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(a) That the conduct of all or substantially all the partnership's business is
9unlawful.
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(b) That the economic purpose of the partnership is likely to be unreasonably
11frustrated.
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(c) That another partner has engaged in conduct relating to the partnership
13business which makes it not reasonably practicable to carry on the business in
14partnership with that partner.
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(d) That it is otherwise not reasonably practicable to carry on the partnership
16business in conformity with the partnership agreement.
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17(5) On application by a transferee, the entry by the circuit court of an order
18dissolving the partnership on the ground that it is equitable to wind up the
19partnership business under any of the following circumstances:
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(a) After the expiration of the term or completion of the undertaking, if the
21partnership was for a definite term or particular undertaking at the time of the
22transfer or entry of the charging order that gave rise to the transfer.
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(b) At any time, if the partnership was a partnership at will at the time of the
24transfer or entry of the charging order that gave rise to the transfer.
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1(6) The passage of 90 consecutive days during which the partnership does not
2have at least 2 partners.
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3178.0802 Winding up. (1) A dissolved partnership shall wind up its business
4and, except as otherwise provided in s. 178.0803, the partnership continues after
5dissolution only for the purpose of winding up.
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6(2) (a) In winding up its business, the partnership shall discharge the
7partnership's debts, obligations, and other liabilities, settle and close the
8partnership's business, and marshal and distribute the assets of the partnership.
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(b) In winding up its business, the partnership may do any of the following:
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1. Deliver to the department for filing a statement of dissolution stating the
11name of the partnership and that the partnership is dissolved.
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2. Preserve the partnership business and property as a going concern for a
13reasonable time.
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3. Prosecute and defend actions and proceedings, whether civil, criminal, or
15administrative.
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4. Transfer the partnership's property.
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5. Settle disputes by mediation or arbitration.
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6. Deliver to the department for filing a statement of termination stating the
19name of the partnership and that the partnership is terminated.
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7. Perform other acts necessary or appropriate to the winding up.
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21(3) A person whose dissociation as a partner resulted in dissolution may
22participate in winding up as if still a partner, unless the dissociation was wrongful.
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23(4) If a dissolved partnership does not have a partner and no person has the
24right to participate in winding up under sub. (3), the personal or legal representative
25of the last person to have been a partner may wind up the partnership's business.
1If no person has or exercises the right to participate in winding up, a person to wind
2up the partnership's business may be appointed by the affirmative vote or consent
3of transferees owning a majority of the rights to receive distributions at the time the
4consent is to be effective. A person appointed under this subsection has the powers
5of a partner under s. 178.0804 but is not liable for the debts, obligations, and other
6liabilities of the partnership solely by reason of having or exercising those powers or
7otherwise acting to wind up the partnership's business.
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8(5) On the application of any partner or person entitled under sub. (3) to
9participate in winding up, the circuit court may order judicial supervision of the
10winding up of a dissolved partnership, including the appointment of a person to wind
11up the partnership's business, if any of the following applies:
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(a) The partnership does not have a partner and within a reasonable time
13following the dissolution no person has been appointed under sub. (4).
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(b) The applicant establishes other good cause.
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15178.0803 Rescinding dissolution. (1) A partnership may rescind its
16dissolution, unless a statement of termination applicable to the partnership has
17become effective or the circuit court has entered an order under s. 178.0801 (4) or (5)
18dissolving the partnership.
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19(2) Rescinding dissolution under this section requires all of the following:
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(a) The affirmative vote or consent of each partner.
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(b) If the partnership has delivered to the department for filing a statement of
22dissolution, delivery to the department for filing of one of the following additional
23statements:
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1. If the statement of dissolution has not become effective, a statement of
25withdrawal under s. 178.0115 applicable to the statement of dissolution.
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12. If the statement of dissolution has become effective, a statement of rescission
2stating the name of the partnership and that dissolution has been rescinded under
3this section.
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4(3) If a partnership rescinds its dissolution, all of the following apply:
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(a) The partnership resumes carrying on its business as if dissolution had never
6occurred.
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(b) Subject to par. (c), any liability incurred by the partnership after the
8dissolution and before the rescission has become effective is determined as if
9dissolution had never occurred.
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(c) The rights of a third party arising out of conduct in reliance on the
11dissolution before the third party knew or had notice of the rescission may not be
12adversely affected.
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13178.0804 Power to bind partnership after dissolution. (1) A partnership
14is bound by a partner's act with respect to a transaction with another person after
15dissolution if any of the following applies:
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(a) The act is appropriate for winding up the partnership business, unless the
17partner did not have authority to act for the partnership in the particular matter and
18the person with which the partner was dealing knew or had notice that the partner
19lacked authority.
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(b) The act would have bound the partnership under s. 178.0301 before
21dissolution if, at the time the other party enters into the transaction, the other party
22does not know or have notice of the dissolution.
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23(2) A person dissociated as a partner binds a partnership with respect to a
24transaction with another party through an act occurring after dissolution if all of the
25following apply:
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1(a) At the time the other party enters into the transaction, less than 2 years has
2passed since the dissociation.
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(b) At the time the other party enters into the transaction, the other party does
4not know or have notice of the dissociation and reasonably believes that the person
5is a partner.
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(c) The act is appropriate for winding up the partnership's business or the act
7would have bound the partnership under s. 178.0301 before dissolution and at the
8time the other party enters into the transaction the other party does not know or have
9notice of the dissolution.
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10178.0805 Liability after dissolution of partner and person dissociated
11as partner. (1) If a partner having knowledge of the dissolution causes a
12partnership to incur an obligation under s. 178.0804 (1) by an act that is not
13appropriate for winding up the partnership business, the partner is liable to all of
14the following:
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(a) The partnership, for any damage caused to the partnership arising from the
16obligation.
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(b) If another partner or person dissociated as a partner is liable for the
18obligation, that other partner or person, for any damage caused to that other partner
19or person arising from the liability.
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20(2) Except as otherwise provided in sub. (3), if a person dissociated as a partner
21causes a partnership to incur an obligation under s. 178.0804 (2), the person is liable
22to all of the following:
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(a) The partnership, for any damage caused to the partnership arising from the
24obligation.
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1(b) If a partner or another person dissociated as a partner is liable for the
2obligation, the partner or other person, for any damage caused to the partner or other
3person arising from the liability.
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4(3) A person dissociated as a partner is not liable under sub. (2) if all of the
5following apply:
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(a) Section 178.0802 (3) permits the person to participate in winding up.
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(b) The act that causes the partnership to be bound under s. 178.0804 (2) is
8appropriate for winding up the partnership's business.
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9178.0806 Disposition of assets in winding up; when contributions
10required. (1) In winding up its business, a partnership shall apply its assets,
11including the contributions required by this section, to discharge the partnership's
12obligations to creditors, including partners that are creditors.
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13(2) After a partnership complies with sub. (1), any surplus must be distributed
14in the following order, subject to any charging order in effect under s. 178.0504:
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(a) To each person owning a transferable interest that reflects contributions
16made and not previously returned, an amount equal to the value of the unreturned
17contributions.
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(b) Among persons owning transferable interests, in proportion to their
19respective rights to share in distributions immediately before the dissolution of the
20partnership.
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21(3) If a partnership's assets are insufficient to satisfy all its obligations under
22sub. (1), with respect to each unsatisfied obligation incurred when the partnership
23was not a limited liability partnership, the following rules apply:
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(a) Each person that was a partner when the obligation was incurred and that
25has not been released from the obligation under s. 178.0703 (3) or (4) shall contribute
1to the partnership for the purpose of enabling the partnership to satisfy the
2obligation. The contribution due from each of those persons is in proportion to the
3right to receive distributions in the capacity of a partner in effect for each of those
4persons when the obligation was incurred.
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(b) If a person does not contribute the full amount required under par. (a) with
6respect to an unsatisfied obligation of the partnership, the other persons required to
7contribute by par. (a) on account of the obligation shall contribute the additional
8amount necessary to discharge the obligation. The additional contribution due from
9each of those other persons is in proportion to the right to receive distributions in the
10capacity of a partner in effect for each of those other persons when the obligation was
11incurred.
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(c) If a person does not make the additional contribution required by par. (b),
13further additional contributions are determined and due in the same manner as
14provided in that paragraph.
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15(4) A person that makes an additional contribution under sub. (3) (b) or (c) may
16recover from any person whose failure to contribute under sub. (3) (a) or (b)
17necessitated the additional contribution. A person may not recover under this
18subsection more than the amount additionally contributed. A person's liability
19under this subsection may not exceed the amount the person failed to contribute.
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20(5) If a partnership does not have sufficient surplus to comply with sub. (2) (a),
21any surplus must be distributed among the owners of transferable interests in
22proportion to the value of the respective unreturned contributions.
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23(7) All distributions made under sub. (2) must be paid in money.
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24178.0807 Known claims against dissolved limited liability partnership. 25(1) Except as otherwise provided in sub. (4), a dissolved limited liability partnership
1may give notice of a known claim under sub. (2), which has the effect provided in sub.
2(3).