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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).
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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:
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(a) Specify the information required to be included in a claim.
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(b) State that a claim must be in writing and provide a mailing address to which
7the claim is to be sent.
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(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.
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(d) State that the claim will be barred if not received by the deadline.
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(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.
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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:
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(a) The claim is not received by the specified deadline.
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(b) If the claim is timely received but rejected by the limited liability
20partnership, all of the following apply:
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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.
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12. The claimant does not commence the required action within 90 days after
2the claimant receives the notice.
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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.
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5(4r) The provisions of s. 178.0103 (6) shall apply to notices under this section.
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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.
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10(2) A notice under sub. (1) must satisfy all of the following:
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(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.
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(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.
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(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.
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(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.
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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:
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(a) A claimant that did not receive notice in a record under s. 178.0807.
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(b) A claimant whose claim was timely sent to the partnership but not acted
7on.
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(c) A claimant whose claim is contingent at, or based on an event occurring
9after, the date of dissolution.
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10(4) A claim not barred under this section or s. 178.0807 may be enforced against
11any of the following:
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(a) A dissolved limited liability partnership, to the extent of its undistributed
13assets.
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(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.
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(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.
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5(2) Provision need not be made for any claim that is or is reasonably anticipated
6to be barred under s. 178.0808.
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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.
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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.
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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.
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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.
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subchapter Ix
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1limited liability partnership
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2178.0901 Statement of qualification.
(1) A domestic partnership may
3become a limited liability partnership pursuant to this section.
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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.
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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:
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(a) The name of the partnership, which name satisfies s. 178.0902.
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(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.
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(c) The street address of the partnership's registered office in this state and the
16name of its registered agent at that office.
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(d) A statement that the partnership elects to become a limited liability
18partnership.
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19(4) The partnership's status as a limited liability partnership begins when its
20statement of qualification becomes effective as provided in s. 178.0114 and remains
21effective, regardless of changes in the partnership, until it is canceled pursuant to
22sub. (6) or administratively revoked pursuant to ss. 178.09031 and 178.09032.
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23(5) The status of a partnership as a limited liability partnership and the
24protection against liability of its partners for the debts, obligations, or other
25liabilities of the partnership while it is a limited liability partnership is not affected
1by errors or later changes in the information required to be contained in the
2statement of qualification.
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3(5r) A partnership that becomes, or ceases to be, a limited liability partnership
4is for all purposes the same partnership that existed before such change in status and
5continues to be a partnership under this chapter.
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6(6) A limited liability partnership may amend or cancel its statement of
7qualification by delivering to the department for filing a statement of amendment or
8cancellation. A statement of cancellation must be approved by the affirmative vote
9or consent of all the partners. A statement of amendment or cancellation shall state
10the name of the limited liability partnership and also state the following:
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(a) In the case of an amendment, the text of the amendment.
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(b) In the case of a cancellation, that the statement of qualification is canceled.
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13178.0902 Permitted names. (1) The name of a partnership that is not a
14limited liability partnership may not contain the phrase "Registered Limited
15Liability Partnership" or "Limited Liability Partnership" or the abbreviation
16"R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
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17(2) The name of a limited liability partnership must contain the phrase
18"Registered Limited Liability Partnership" or "Limited Liability Partnership" or the
19abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
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20(3) The name of a limited liability partnership, and the name under which a
21foreign limited liability partnership may register to do business in this state, must
22be distinguishable on the records of the department from all of the following:
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(a) Any name of an existing person whose formation required the filing of a
24record by the department and which is not at the time administratively dissolved.
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1(b) Any name of a limited liability partnership whose statement of qualification
2is in effect.
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(c) Any name under which a person is registered to do business in this state by
4the filing of a record by the department.
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(d) Any name that is reserved under s. 178.0906 or other law of this state
6providing for the reservation of a name by a filing of a record by the department.
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(e) Any name that is registered under s. 178.0907 or other law of this state
8providing for the registration of a name by a filing of a record by the department.
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9(4r) A limited liability partnership or foreign limited liability partnership may
10apply to the department for authorization to use in this state a name that is not
11distinguishable upon the records of the department from one or more of the names
12described in sub. (3). The department shall authorize use of the name applied for if
13any of the following occurs:
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(a) The corporation, limited liability company, nonstock corporation, limited
15partnership, limited liability partnership, foreign limited liability partnership,
16general cooperative association, or limited cooperative association that has or has
17registered or reserved the name consents in writing to the use and submits an
18undertaking in a form satisfactory to the department to change its name to a name
19that is distinguishable upon the records of the department from the name of the
20applicant, or to cancel the registration or reservation.
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(b) The applicant delivers to the department a certified copy of a final judgment
22of a court of competent jurisdiction establishing the applicant's right to use the name
23applied for in this state.
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24(5) In determining whether a name is the same as or not distinguishable on the
25records of the department from the name of another person, words, phrases, or
1abbreviations indicating a type of entity, such as "corporation," "Corp.,"
2"incorporated," "Inc.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited
3liability partnership," "LLP," "L.L.P.," "limited liability limited partnership," "LLLP,"
4"L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.,"
5"limited liability company," "LLC," "L.L.C.," "cooperative association," or
6"cooperative" may not be taken into account.
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7(7) The name of a limited liability partnership or foreign limited liability
8partnership may not contain language stating or implying that the entity is
9organized for a purpose subject to regulation under another statute of this state,
10unless its purpose is not prohibited by, and the entity is subject to all the limitations
11of, the other statute.
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12(8r) A limited liability partnership or foreign limited liability partnership may
13use in this state the name, including the fictitious name, that is used in this state by
14a corporation, limited liability company, nonstock corporation, limited partnership,
15limited liability partnership, foreign limited liability partnership, general
16cooperative association, or limited cooperative association if the limited liability
17partnership or foreign limited liability partnership proposing to use the name has
18done any of the following:
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(a) Merged with the other business entity.
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(b) Been formed by reorganization of the other business entity.
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(c) Acquired all or substantially all of the assets, including the name, of the
22other business entity.
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23178.09031 Grounds for revocation. The department may bring a
24proceeding under s. 178.09032 to administratively revoke the statement of
25qualification of a limited liability partnership if any of the following occurs:
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1(1) The partnership does not pay, within one year after they are due, any fees
2or penalties due the department under this chapter.
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3(2) The partnership does not have on file its annual report with the department
4within one year after it is due.
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5(3) The partnership is without a registered agent or registered office in this
6state for at least one year.
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7(4) The partnership does not notify the department within one year that its
8registered agent or registered office has been changed, that its registered agent has
9resigned, or that its registered office has been discontinued.
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10(5) The partnership violates s. 940.302 (2) or 948.051 (2).