AB837,72,1312
2. Preserve the partnership business and property as a going concern for a
13reasonable time.
AB837,72,1514
3. Prosecute and defend actions and proceedings, whether civil, criminal, or
15administrative.
AB837,72,1616
4. Transfer the partnership's property.
AB837,72,1717
5. Settle disputes by mediation or arbitration.
AB837,72,1918
6. Deliver to the department for filing a statement of termination stating the
19name of the partnership and that the partnership is terminated.
AB837,72,2020
7. Perform other acts necessary or appropriate to the winding up.
AB837,72,22
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.
AB837,73,7
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.
AB837,73,11
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:
AB837,73,1312
(a) The partnership does not have a partner and within a reasonable time
13following the dissolution no person has been appointed under sub. (4).
AB837,73,1414
(b) The applicant establishes other good cause.
AB837,73,18
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.
AB837,73,19
19(2) Rescinding dissolution under this section requires all of the following:
AB837,73,2020
(a) The affirmative vote or consent of each partner.
AB837,73,2321
(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:
AB837,73,2524
1. If the statement of dissolution has not become effective, a statement of
25withdrawal under s. 178.0115 applicable to the statement of dissolution.
AB837,74,3
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.
AB837,74,4
4(3) If a partnership rescinds its dissolution, all of the following apply:
AB837,74,65
(a) The partnership resumes carrying on its business as if dissolution had never
6occurred.
AB837,74,97
(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.
AB837,74,1210
(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.
AB837,74,15
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:
AB837,74,1916
(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.
AB837,74,2220
(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.
AB837,74,25
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:
AB837,75,2
1(a) At the time the other party enters into the transaction, less than 2 years has
2passed since the dissociation.
AB837,75,53
(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.
AB837,75,96
(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.
AB837,75,14
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:
AB837,75,1615
(a) The partnership, for any damage caused to the partnership arising from the
16obligation.
AB837,75,1917
(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.
AB837,75,22
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:
AB837,75,2423
(a) The partnership, for any damage caused to the partnership arising from the
24obligation.
AB837,76,3
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.
AB837,76,5
4(3) A person dissociated as a partner is not liable under sub. (2) if all of the
5following apply:
AB837,76,66
(a) Section 178.0802 (3) permits the person to participate in winding up.
AB837,76,87
(b) The act that causes the partnership to be bound under s. 178.0804 (2) is
8appropriate for winding up the partnership's business.
AB837,76,12
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.
AB837,76,14
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:
AB837,76,1715
(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.
AB837,76,2018
(b) Among persons owning transferable interests, in proportion to their
19respective rights to share in distributions immediately before the dissolution of the
20partnership.
AB837,76,23
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:
AB837,77,424
(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.
AB837,77,115
(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.
AB837,77,1412
(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.
AB837,77,19
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.
AB837,77,22
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.
AB837,77,23
23(7) All distributions made under sub. (2) must be paid in money.
AB837,78,2
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).
AB837,78,4
3(2) A dissolved limited liability partnership may in a record notify its known
4claimants of the dissolution. The notice must do all of the following:
AB837,78,55
(a) Specify the information required to be included in a claim.
AB837,78,76
(b) State that a claim must be in writing and provide a mailing address to which
7the claim is to be sent.
AB837,78,98
(c) State the deadline for receipt of a claim, which may not be less than 120 days
9after the date the notice is received by the claimant.
AB837,78,1010
(d) State that the claim will be barred if not received by the deadline.
AB837,78,1411
(e) Unless the partnership has been throughout its existence a limited liability
12partnership, state that the barring of a claim against the partnership will also bar
13any corresponding claim against any partner or person dissociated as a partner
14which is based on s. 178.0306.
AB837,78,17
15(3) A claim against a dissolved limited liability partnership is barred if the
16claim is a known claim and the notice requirements of sub. (2) are met with respect
17to the claim and any of the following applies:
AB837,78,1818
(a) The claim is not received by the specified deadline.
AB837,78,2019
(b) If the claim is timely received but rejected by the limited liability
20partnership, all of the following apply:
AB837,78,2421
1. The partnership causes the claimant to receive a notice in a record stating
22that the claim is rejected and will be barred unless the claimant commences an action
23against the partnership to enforce the claim within 90 days after the claimant
24receives the notice.
AB837,79,2
12. The claimant does not commence the required action within 90 days after
2the claimant receives the notice.
AB837,79,4
3(4) This section does not apply to a claim based on an event occurring after the
4date of dissolution or a liability that on that date is contingent.
AB837,79,5
5(4r) The provisions of s. 178.0103 (6) shall apply to notices under this section.
AB837,79,9
6178.0808 Other claims against dissolved limited liability partnership. 7(1) A dissolved limited liability partnership may publish notice of its dissolution and
8request persons having claims against the partnership to present them in
9accordance with the notice.
AB837,79,10
10(2) A notice under sub. (1) must satisfy all of the following:
AB837,79,1511
(a) It must be published as a class 1 notice, under ch. 985, in a newspaper of
12general circulation in the county in this state in which the dissolved limited liability
13partnership's principal office is located or, if the principal office is not located in this
14state, in the county in which the office of the partnership's registered agent is or was
15last located.
AB837,79,1816
(b) It must describe the information required to be contained in a claim, state
17that the claim must be in writing, and provide a mailing address to which the claim
18is to be sent.
AB837,79,2119
(c) It must state that a claim against the partnership is barred unless an action
20to enforce the claim is commenced not later than 2 years after publication of the
21notice.
AB837,79,2522
(d) Unless the partnership has been throughout its existence a limited liability
23partnership, it must state that the barring of a claim against the partnership will
24also bar any corresponding claim against any partner or person dissociated as a
25partner which is based on s. 178.0306.
AB837,80,4
1(3) If a dissolved limited liability partnership publishes a notice in accordance
2with sub. (2), the claim of each of the following claimants is barred unless the
3claimant commences an action to enforce the claim against the partnership not later
4than 2 years after the publication date of the notice:
AB837,80,55
(a) A claimant that did not receive notice in a record under s. 178.0807.
AB837,80,76
(b) A claimant whose claim was timely sent to the partnership but not acted
7on.
AB837,80,98
(c) A claimant whose claim is contingent at, or based on an event occurring
9after, the date of dissolution.
AB837,80,11
10(4) A claim not barred under this section or s. 178.0807 may be enforced against
11any of the following:
AB837,80,1312
(a) A dissolved limited liability partnership, to the extent of its undistributed
13assets.
AB837,80,1914
(b) Except as otherwise provided in s. 178.0809, if assets of the partnership
15have been distributed after dissolution, a partner or transferee to the extent of that
16person's proportionate share of the claim or of the partnership's assets distributed
17to the partner or transferee after dissolution, whichever is less, but a person's total
18liability for all claims under this paragraph may not exceed the total amount of
19assets distributed to the person after dissolution.
AB837,80,2020
(c) Any person liable on the claim under s. 178.0306, 178.0703, or 178.0805.
AB837,81,4
21178.0809 Court proceedings. (1) A dissolved limited liability partnership
22that has published a notice under s. 178.0808 may file an application with the circuit
23court in the county where the partnership's principal office is located or, if the
24principal office is not located in this state, where the office of its registered agent is
25or was last located, for a determination of the amount and form of security to be
1provided for payment of claims that are contingent or are not known to the
2partnership or that are based on an event occurring after the effective date of
3dissolution but that, based on the facts known to the partnership, are reasonably
4expected to arise after the effective date of dissolution.
AB837,81,6
5(2) Provision need not be made for any claim that is or is reasonably anticipated
6to be barred under s. 178.0808.
AB837,81,10
7(3) Not later than 10 days after the filing of an application under sub. (1), the
8dissolved limited liability partnership shall give notice of the proceeding to each
9claimant holding a contingent claim whose contingent claim is known to the
10partnership.
AB837,81,14
11(4) In any proceeding under this section, the court may appoint a guardian ad
12litem to represent all claimants whose identities are unknown. The reasonable fees
13and expenses of the guardian, including all reasonable expert witness fees, must be
14paid by the dissolved limited liability partnership.
AB837,81,20
15(5) A dissolved limited liability partnership that provides security in the
16amount and form ordered by the court under sub. (1) satisfies the partnership's
17obligations with respect to claims that are contingent, are not known to the
18partnership, or are based on an event occurring after the effective date of dissolution,
19and such claims may not be enforced against a partner or transferee on account of
20assets received in liquidation.
AB837,81,24
21178.0810 Liability of partner and person dissociated as partner when
22claim against partnership barred. If a claim against a dissolved partnership is
23barred under s. 178.0807, 178.0808, or 178.0809, any corresponding claim under s.
24178.0306, 178.0703, or 178.0805 is also barred.
AB837,81,2525
subchapter Ix
AB837,82,1
1limited liability partnership
AB837,82,3
2178.0901 Statement of qualification.
(1) A domestic partnership may
3become a limited liability partnership pursuant to this section.
AB837,82,8
4(2) The terms and conditions on which a domestic partnership becomes a
5limited liability partnership must be approved by the affirmative vote or consent
6necessary to amend the partnership agreement except, in the case of a partnership
7agreement that expressly addresses obligations to contribute to the partnership, the
8affirmative vote or consent necessary to amend those provisions.
AB837,82,11
9(3) After the approval required by sub. (2), a partnership may become a limited
10liability partnership by delivering to the department for filing a statement of
11qualification. The statement must contain all of the following:
AB837,82,1212
(a) The name of the partnership, which name satisfies s. 178.0902.
AB837,82,1413
(b) The street and mailing addresses of the partnership's principal office and,
14if different, the street address of an office in this state, if any.