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3178.0202 Formation of partnership. (1) Except as otherwise provided in
4sub. (2), the association of 2 or more persons to carry on, as co-owners, a business
5for profit forms a partnership, whether or not the persons intend to form a
6partnership.
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7(2) An association whose governing law is other than the law of this state is not
8a partnership under this chapter.
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9(3) In determining whether a partnership is formed, the following rules apply:
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(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
11common property, or part ownership does not by itself establish a partnership, even
12if the co-owners share profits made by the use of the property.
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(b) The sharing of gross returns does not by itself establish a partnership, even
14if the persons sharing them have a joint or common right or interest in property from
15which the returns are derived.
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(c) A person who receives a share of the profits of a business is presumed to be
17a partner in the business, unless the profits were received in payment of or for any
18of the following:
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1. A debt by installments or otherwise.
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2. Services as an independent contractor or wages or other compensation to an
21employee.
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4. An annuity or other retirement or health benefit to a deceased or retired
24partner or a beneficiary, representative, or designee of a deceased or retired partner.
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15. Interest or other charge on a loan, even if the amount of payment varies with
2the profits of the business, including a direct or indirect present or future ownership
3of the collateral, or rights to income, proceeds, or increase in value derived from the
4collateral.
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6. The sale of the goodwill of a business or other property by installments or
6otherwise.
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7178.0203 Partnership property. Property acquired by a partnership is
8property of the partnership and not of the partners individually.
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9178.0204 When property is partnership property. (1) Property is
10partnership property if acquired in the name of any of the following:
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(a) The partnership.
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(b) One or more partners with an indication in the instrument transferring title
13to the property of the person's capacity as a partner or of the existence of a
14partnership but without an indication of the name of the partnership.
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15(2) Property is acquired in the name of the partnership by a transfer to any of
16the following:
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(a) The partnership in its name.
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(b) One or more partners in their capacity as partners in the partnership, if the
19name of the partnership is indicated in the instrument transferring title to the
20property.
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21(3) Property is presumed to be partnership property if purchased with
22partnership assets, even if not acquired in the name of the partnership or of one or
23more partners with an indication in the instrument transferring title to the property
24of the person's capacity as a partner or of the existence of a partnership.
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1(4) Property acquired in the name of one or more of the partners, without an
2indication in the instrument transferring title to the property of the person's capacity
3as a partner or of the existence of a partnership and without use of partnership
4assets, is presumed to be separate property, even if used for partnership purposes.
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subchapter III
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relations of partners to persons
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dealing with partnership
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8178.0301 Partner agent of partnership. Subject to the effect of a statement
9of partnership authority under s. 178.0303, the following rules apply:
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10(1) Each partner is an agent of the partnership for the purpose of its business.
11An act of a partner, including the signing of an instrument in the partnership name,
12for apparently carrying on in the ordinary course the partnership business or
13business of the kind carried on by the partnership binds the partnership, unless the
14partner did not have authority to act for the partnership in the particular matter and
15the person with which the partner was dealing knew or had notice that the partner
16lacked authority.
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17(2) An act of a partner which is not apparently for carrying on in the ordinary
18course the partnership's business or business of the kind carried on by the
19partnership binds the partnership only if the act was actually authorized by all the
20other partners.
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21178.0302 Transfer of partnership property. (1) Partnership property may
22be transferred as follows:
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(a) Subject to the effect of a statement of partnership authority under s.
24178.0303, partnership property held in the name of the partnership may be
1transferred by an instrument of transfer signed by a partner in the partnership
2name.
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(b) Partnership property held in the name of one or more partners with an
4indication in the instrument transferring the property to them of their capacity as
5partners or of the existence of a partnership, but without an indication of the name
6of the partnership, may be transferred by an instrument of transfer signed by the
7persons in whose name the property is held.
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(c) Partnership property held in the name of one or more persons other than
9the partnership, without an indication in the instrument transferring the property
10to them of their capacity as partners or of the existence of a partnership, may be
11transferred by an instrument of transfer signed by the persons in whose name the
12property is held.
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13(2) A partnership may recover partnership property from a transferee, as a
14result of the lack of authority under this subchapter to make the transfer, only if the
15partnership proves that signing of the instrument of initial transfer did not bind the
16partnership under s. 178.0301 and if any of the following is true:
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(a) As to a subsequent transferee who gave value for property transferred
18under sub. (1) (a) or (b), the partnership proves that the subsequent transferee knew
19or had been notified that the person who signed the instrument of initial transfer
20lacked authority to bind the partnership.
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(b) As to a transferee who gave value for property transferred under sub. (1)
22(c), the partnership proves that the transferee knew or had been notified of all of the
23following:
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1. The property was partnership property.
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12. The person who signed the instrument of initial transfer lacked authority
2to bind the partnership.
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3(3) A partnership may not recover partnership property from a subsequent
4transferee, for lack of authority under this subchapter to make the transfer, if the
5partnership would not have been entitled to recover the property under sub. (2) from
6any earlier transferee of the property.
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7(4) If a person holds all of the partners' interests in a partnership that is
8dissolved under subch. VIII, all the partnership property vests in that person. The
9person may sign a record in the name of the partnership to evidence vesting of the
10property in that person and may file or record the record.
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11178.0303 Statement of partnership authority. (1) (a) A partnership may
12deliver to the department for filing a statement of partnership authority.
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(b) The statement of authority must include all of the following:
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1. The name of the partnership.
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2. If the partnership is not a limited liability partnership, the street and
16mailing addresses of its principal office.
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3. If the partnership is a limited liability partnership, the street address of its
18registered office in this state and the name of its registered agent at that office.
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(c) With respect to any position that exists in or with respect to the partnership,
20the statement of authority may state the authority, or limitations on the authority,
21of all persons holding the position to do any of the following:
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1. Sign an instrument transferring real property held in the name of the
23partnership.
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2. Enter into other transactions on behalf of, or otherwise act for or bind, the
25partnership.
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1(d) The statement of authority may state the authority, or limitations on the
2authority, of a specific person to do any of the following:
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1. Sign an instrument transferring real property held in the name of the
4partnership.
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2. Enter into other transactions on behalf of, or otherwise act for or bind, the
6partnership.
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7(2) To amend or cancel a statement of authority filed by the department, a
8partnership must deliver to the department for filing an amendment or cancellation
9stating all of the following:
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(a) The name of the partnership.
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(b) If the partnership is not a limited liability partnership, the street and
12mailing addresses of the partnership's principal office.
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(c) If the partnership is a limited liability partnership, the street address of its
14registered office in this state and the name of its registered agent at that office.
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(d) The date the statement being affected became effective.
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(e) The contents of the amendment or a declaration that the statement is
17canceled.
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18(2m) (a) A statement of authority is renewable for successive 5-year periods.
19To renew a statement of authority filed by the department, a partnership must
20deliver to the department for filing, during the 3 months before the cancellation
21would occur under sub. (10), a statement of renewal that includes all of the following:
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1. The name of the partnership.
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2. If the partnership is not a limited liability partnership, the street and
24mailing addresses of the partnership's principal office.
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13. If the partnership is a limited liability partnership, the street address of its
2registered office in this state and the name of its registered agent at that office.
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4. The statement of authority being affected.
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5. A declaration that the statement of authority is being renewed.
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(b) When filed, a statement of renewal that complies with par. (a) renews the
6statement of authority for a 5-year period commencing with the date of filing of the
7statement of renewal.
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8(3) A statement of authority affects only the power of a person to bind a
9partnership to persons that are not partners.
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10(4) Subject to sub. (3) and s. 178.0103 (4) (a), and except as otherwise provided
11in subs. (6) to (8), a limitation on the authority of a person or a position contained in
12an effective statement of authority is not by itself evidence of any person's knowledge
13or notice of the limitation.
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14(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
15property and contained in an effective statement of authority is conclusive in favor
16of a person that gives value in reliance on the grant, except to the extent that when
17the person gives value any of the following applies:
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(a) The person has knowledge to the contrary.
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(b) The statement has been canceled or restrictively amended under sub. (2).
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(c) A limitation on the grant is contained in another statement of authority that
21became effective after the statement containing the grant became effective.
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22(6) Subject to sub. (3), an effective statement of authority that grants authority
23to transfer real property held in the name of the partnership, a certified copy of which
24statement is recorded in the office of the register of deeds for the county in which the
25property is located, is conclusive in favor of a person that gives value in reliance on
1the grant without knowledge to the contrary, except to the extent that when the
2person gives value any of the following applies:
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(a) The statement has been canceled or restrictively amended under sub. (2),
4and a certified copy of the cancellation or restrictive amendment has been recorded
5in the office of the register of deeds for the county in which the property is located.
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(b) A limitation on the grant is contained in another statement of authority that
7became effective after the statement containing the grant became effective, and a
8certified copy of the later-effective statement is recorded in the office of the register
9of deeds for the county in which the property is located.
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10(7) Subject to sub. (3), if a certified copy of an effective statement containing
11a limitation on the authority to transfer real property held in the name of a
12partnership is recorded in the office of the register of deeds for the county in which
13the property is located, all persons are deemed to know of the limitation.
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14(8) Subject to sub. (9), an effective statement of dissolution is a cancellation of
15any filed statement of authority for the purposes of sub. (6) and is a limitation on
16authority for purposes of sub. (7).
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17(9) After a statement of dissolution becomes effective, a partnership may
18deliver to the department for filing and, if appropriate, may record a statement of
19authority that is designated as a postdissolution statement of authority. The
20statement operates as provided in subs. (6) and (7).
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21(10) Unless canceled earlier, an effective statement of authority is canceled by
22operation of law 5 years after the date on which the statement, or its most recent
23amendment or renewal, was filed. The cancellation is effective without recording
24under sub. (6) or (7).
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1(11) An effective statement of denial operates as a restrictive amendment
2under this section and may be recorded by certified copy for purposes of sub. (6) (a).
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3(11m) Certified copies to be recorded in the office of the register of deeds are
4to be sent by the person desiring the copies to be recorded and the department is not
5obligated to send the copies to the office of the register of deeds unless it chooses to
6undertake this responsibility.
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7178.0304 Statement of denial. A person named in a filed statement of
8authority granting that person authority may deliver to the department for filing a
9statement of denial that does all of the following:
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10(1) Provides the name of the partnership and the caption of the statement of
11authority to which the statement of denial pertains.
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12(2) Denies the grant of authority.
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13178.0305 Partnership liable for partner's actionable conduct. (1) A
14partnership is liable for loss or injury caused to a person, or for a penalty incurred,
15as a result of a wrongful act or omission, or other actionable conduct, of a partner
16acting in the ordinary course of business of the partnership or with the actual or
17apparent authority of the partnership.
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18(2) If, in the course of the partnership's business or while acting with actual
19or apparent authority of the partnership, a partner receives or causes the
20partnership to receive money or property of a person not a partner, and the money
21or property is misapplied by a partner, the partnership is liable for the loss.
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22178.0306 Partner's liability. (1) Except as otherwise provided in subs. (2)
23to (3m), all partners are liable jointly and severally for all debts, obligations, and
24other liabilities of the partnership unless otherwise agreed by the claimant or
25provided by law.
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1(2) A person that becomes a partner is not personally liable for a debt,
2obligation, or other liability of the partnership incurred before the person became a
3partner.
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4(3) (a) Except as provided in sub. (3m), a debt, obligation, or other liability of
5a partnership incurred while the partnership is a limited liability partnership is
6solely the debt, obligation, or other liability of the limited liability partnership. A
7partner is not personally liable, directly or indirectly, by way of contribution or
8otherwise, for such a debt, obligation, or other liability of the limited liability
9partnership solely by reason of being or acting as a partner.
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(b) This subsection applies despite anything inconsistent in the partnership
11agreement that existed immediately before the vote or consent required to become
12a limited liability partnership under s. 178.0901 (2).
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(c) This subsection applies regardless of the dissolution of the limited liability
14partnership.
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15(3m) (a) To the extent a partnership has or is deemed to have elected under par.
16(b) to have this par. (a) apply, sub. (3) does not affect the liability of a partner in a
17limited liability partnership for any of the following that occurs while the
18partnership is subject to this subsection:
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1. The partner's own omissions, negligence, wrongful acts, misconduct, or
20malpractice.