AB854,106,1010 (b) The statement of authority must include all of the following:
AB854,106,1111 1. The name of the partnership.
AB854,106,1312 2. The street address of the partnership's registered office in this state and the
13name and e-mail address of its registered agent at that office.
AB854,106,1614 (c) With respect to any position that exists in or with respect to the partnership,
15the statement of authority may state the authority, or limitations on the authority,
16of all persons holding the position to do any of the following:
AB854,106,1817 1. Sign an instrument transferring real property held in the name of the
18partnership.
AB854,106,2019 2. Enter into other transactions on behalf of, or otherwise act for or bind, the
20partnership.
AB854,106,2221 (d) The statement of authority may state the authority, or limitations on the
22authority, of a specific person to do any of the following:
AB854,106,2423 1. Sign an instrument transferring real property held in the name of the
24partnership.
AB854,107,2
12. Enter into other transactions on behalf of, or otherwise act for or bind, the
2partnership.
AB854,107,5 3(2) To amend or cancel a statement of authority filed by the department, a
4limited partnership must deliver to the department for filing an amendment or
5cancellation stating all of the following:
AB854,107,66 (a) The name of the partnership.
AB854,107,87 (b) The street address of the partnership's registered office in this state and the
8name and e-mail address of its registered agent at that office.
AB854,107,99 (c) The date the statement being affected became effective.
AB854,107,1110 (d) The contents of the amendment or a declaration that the statement is
11canceled.
AB854,107,15 12(2m) (a) A statement of authority is renewable for successive 5-year periods.
13To renew a statement of authority filed by the department, a partnership must
14deliver to the department for filing, during the 3 months before the cancellation
15would occur under sub. (10), a statement of renewal that includes all of the following:
AB854,107,1616 1. The name of the partnership.
AB854,107,1817 2. The street address of the partnership's registered office in this state and the
18name and e-mail address of its registered agent at that office.
AB854,107,1919 3. The statement of authority being affected.
AB854,107,2020 4. A declaration that the statement of authority is being renewed.
AB854,107,2321 (b) When filed, a statement of renewal that complies with par. (a) renews the
22statement of authority for a 5-year period commencing with the date of filing of the
23statement of renewal.
AB854,107,25 24(3) A statement of authority affects only the power of a person to bind a
25partnership to persons that are not partners.
AB854,108,4
1(4) Subject to sub. (3) and s. 179.0103 (4) (cr), and except as otherwise provided
2in subs. (6) to (8), a limitation on the authority of a person or a position contained in
3an effective statement of authority is not by itself evidence of any person's knowledge
4or notice of the limitation.
AB854,108,8 5(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
6property and contained in an effective statement of authority is conclusive in favor
7of a person that gives value in reliance on the grant, except to the extent that when
8the person gives value any of the following applies:
AB854,108,99 (a) The person has knowledge to the contrary.
AB854,108,1010 (b) The statement has been canceled or restrictively amended under sub. (2).
AB854,108,1211 (c) A limitation on the grant is contained in another statement of authority that
12became effective after the statement containing the grant became effective.
AB854,108,18 13(6) Subject to sub. (3), an effective statement of authority that grants authority
14to transfer real property held in the name of the partnership, a certified copy of which
15statement is recorded in the office of the register of deeds for the county in which the
16property is located, is conclusive in favor of a person that gives value in reliance on
17the grant without knowledge to the contrary, except to the extent that when the
18person gives value any of the following applies:
AB854,108,2119 (a) The statement has been canceled or restrictively amended under sub. (2),
20and a certified copy of the cancellation or restrictive amendment has been recorded
21in the office of the register of deeds for the county in which the property is located.
AB854,108,2522 (b) A limitation on the grant is contained in another statement of authority that
23became effective after the statement containing the grant became effective, and a
24certified copy of the later-effective statement is recorded in the office of the register
25of deeds for the county in which the property is located.
AB854,109,4
1(7) Subject to sub. (3), if a certified copy of an effective statement containing
2a limitation on the authority to transfer real property held in the name of a
3partnership is recorded in the office of the register of deeds for the county in which
4the property is located, all persons are deemed to know of the limitation.
AB854,109,7 5(8) Subject to sub. (9), an effective statement of dissolution is a cancellation of
6any filed statement of authority for the purposes of sub. (6) and is a limitation on
7authority for purposes of sub. (7).
AB854,109,11 8(9) After a statement of dissolution becomes effective, a limited partnership
9may deliver to the department for filing and, if appropriate, may record a statement
10of authority that is designated as a postdissolution statement of authority. The
11statement operates as provided in subs. (6) and (7).
AB854,109,15 12(10) Unless canceled earlier, an effective statement of authority is canceled by
13operation of law 5 years after the date on which the statement, or its most recent
14amendment or renewal, was filed. The cancellation is effective without recording
15under sub. (6) or (7).
AB854,109,17 16(11) An effective statement of denial operates as a restrictive amendment
17under this section and may be recorded by certified copy for purposes of sub. (6) (a).
AB854,109,21 18(11m) Certified copies to be recorded in the office of the register of deeds are
19to be sent by the person desiring the copies to be recorded and the department is not
20obligated to send the copies to the office of the register of deeds unless it chooses to
21undertake this responsibility.
AB854,109,24 22179.04025 Statement of denial. A person named in a filed statement of
23authority granting that person authority may deliver to the department for filing a
24statement of denial that does all of the following:
AB854,110,2
1(1) Provides the name of the limited partnership and the caption of the
2statement of authority to which the statement of denial pertains.
AB854,110,3 3(2) Denies the grant of authority.
AB854,110,8 4179.0403 Limited partnership liable for general partner's actionable
5conduct.
(1) A limited partnership is liable for loss or injury caused to a person,
6or for a penalty incurred, as a result of a wrongful act or omission, or other actionable
7conduct, of a general partner acting in the ordinary course of partnership activities
8and affairs or with the actual or apparent authority of the partnership.
AB854,110,13 9(2) If, in the course of the limited partnership's activities and affairs or while
10acting with actual or apparent authority of the partnership, a general partner
11receives or causes the partnership to receive money or property of a person not a
12partner, and the money or property is misapplied by a general partner, the
13partnership is liable for the loss.
AB854,110,17 14179.0404 General partner's liability. (1) Except as otherwise provided in
15subs. (2) and (3), all general partners are liable jointly and severally for all debts,
16obligations, and other liabilities of the limited partnership unless otherwise agreed
17by the claimant or provided by law.
AB854,110,20 18(2) A person that becomes a general partner is not personally liable for a debt,
19obligation, or other liability of the limited partnership incurred before the person
20became a general partner.
AB854,111,2 21(3) (a) A debt, obligation, or other liability of a limited partnership incurred
22while the partnership is a limited liability limited partnership is solely the debt,
23obligation, or other liability of the limited liability limited partnership. A general
24partner is not personally liable, directly or indirectly, by way of contribution or

1otherwise, for a debt, obligation, or other liability of the limited liability limited
2partnership solely by reason of being or acting as a general partner.
AB854,111,53 (b) This subsection applies despite anything inconsistent in the partnership
4agreement that existed immediately before the vote or consent required to become
5a limited liability limited partnership under s. 179.0406 (2) (b).
AB854,111,66 (c) This subsection applies regardless of the dissolution of the partnership.
AB854,111,10 7(4) The failure of a limited liability limited partnership to observe formalities
8relating to the exercise of its powers or management of its activities and affairs is not
9a ground for imposing liability on a general partner for a debt, obligation, or other
10liability of the partnership.
AB854,111,15 11(5) An amendment of a certificate of limited partnership which deletes a
12statement that the limited partnership is a limited liability limited partnership does
13not affect the limitation in this section on the liability of a general partner for a debt,
14obligation, or other liability of the limited partnership incurred before the
15amendment became effective.
AB854,111,18 16179.0405 Actions against partnership and partners. (1) To the extent not
17inconsistent with s. 179.0404, a general partner may be joined in an action against
18the limited partnership or named in a separate action.
AB854,111,21 19(2) A judgment against a limited partnership is not by itself a judgment against
20a general partner. A judgment against a partnership may not be satisfied from a
21general partner's assets unless there is also a judgment against the general partner.
AB854,111,25 22(3) A judgment creditor of a general partner may not levy execution against the
23assets of the general partner to satisfy a judgment based on a claim against the
24limited partnership unless the partner is personally liable for the claim under s.
25179.0404 and any of the following is true:
AB854,112,3
1(a) A judgment based on the same claim has been obtained against the limited
2partnership and a writ of execution on the judgment has been returned unsatisfied
3in whole or in part.
AB854,112,44 (b) The partnership is a debtor in bankruptcy.
AB854,112,65 (c) The general partner has agreed that the creditor need not exhaust
6partnership assets.
AB854,112,117 (d) A court grants permission to the judgment creditor to levy execution against
8the assets of a general partner based on a finding that partnership assets subject to
9execution are clearly insufficient to satisfy the judgment, that exhaustion of
10partnership assets is excessively burdensome, or that the grant of permission is an
11appropriate exercise of the court's equitable powers.
AB854,112,1312 (e) Liability is imposed on the general partner by law or contract independent
13of the existence of the partnership.
AB854,112,19 14179.0406 Management rights of general partner. (1) Each general
15partner has equal rights in the management and conduct of the limited partnership's
16activities and affairs. Except as otherwise provided in this chapter, any matter
17relating to the activities and affairs of the partnership is decided exclusively by the
18general partner or, if there is more than one general partner, by a majority of the
19general partners.
AB854,112,21 20(2) The affirmative vote or consent of all the partners is required to do any of
21the following:
AB854,112,2222 (a) Amend the partnership agreement.
AB854,112,2423 (b) Amend the certificate of limited partnership to add or delete a statement
24that the limited partnership is a limited liability limited partnership.
AB854,113,3
1(c) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
2limited partnership's property, with or without the good will, other than in the usual
3and regular course of the limited partnership's activities and affairs.
AB854,113,16 4(2m) Unless otherwise provided in the partnership agreement, any action that
5is to be voted on or consented to by some or all of the general partners may be taken
6without a meeting of the general partners entitled to vote or consent if all of such
7partners consent to the action. The consent shall be evidenced by one or more written
8consents describing the action, signed by each of such partners, and delivered to the
9partnership for inclusion in the partnership records. Unless otherwise provided in
10the partnership agreement, if a person, whether or not then a general partner, so
11consenting directs, whether through instruction to an agent or otherwise, that such
12consent will be effective at a future time, including a time determined upon the
13happening of an event, then the person shall be deemed to have consented as a
14partner at this future time so long as the person is then a general partner and did
15not revoke the consent prior to that time. Any such consent shall be revocable prior
16to its becoming effective.
AB854,113,19 17(3) A limited partnership shall reimburse a general partner for an advance to
18the partnership beyond the amount of capital the general partner agreed to
19contribute.
AB854,113,23 20(4) A payment or advance made by a general partner which gives rise to an
21obligation of the limited partnership under sub. (3) or s. 179.0408 (1) constitutes a
22loan to the limited partnership which accrues interest from the date of the payment
23or advance.
AB854,114,3
1(5) Unless authorized by the partnership agreement or otherwise in
2accordance with this chapter, a general partner is not entitled to remuneration for
3services performed for the partnership.
AB854,114,7 4179.0407 Rights to information of general partner and person
5dissociated as general partner.
(1) A general partner may inspect and copy
6required information during regular business hours in the limited partnership's
7principal office, without having any particular purpose for seeking the information.
AB854,114,13 8(2) On reasonable notice, a general partner may inspect and copy during
9regular business hours, at a reasonable location specified by the limited partnership,
10any record maintained by the partnership regarding the partnership's activities,
11affairs, financial condition, and other circumstances, to the extent the information
12is material to the general partner's rights and duties under the partnership
13agreement or this chapter.
AB854,114,15 14(3) A limited partnership shall furnish to each general partner all of the
15following:
AB854,114,2116 (a) Without demand, any information concerning the partnership's activities,
17affairs, financial condition, and other circumstances which the partnership knows
18and is material to the proper exercise of the general partner's rights and duties under
19the partnership agreement or this chapter, except to the extent the partnership can
20establish that it reasonably believes the general partner already knows the
21information.
AB854,114,2522 (b) On demand, any other information concerning the partnership's activities,
23affairs, financial condition, and other circumstances, except to the extent the
24demand or the information demanded is unreasonable or otherwise improper under
25the circumstances.
AB854,115,3
1(4) The duty to furnish information under sub. (3) also applies to each general
2partner on whom a demand is made to the extent the general partner knows any of
3the information described in sub. (2).
AB854,115,7 4(5) On 10 days' demand made in a record received by a limited partnership, a
5person dissociated as a general partner may have access to the information and
6records described in subs. (1) and (2) at the locations specified in those subsections
7if all of the following apply:
AB854,115,98 (a) The information or record pertains to the period during which the person
9was a general partner.
AB854,115,1010 (b) The person seeks the information or record in good faith.
AB854,115,1211 (c) The person satisfies the requirements imposed on a limited partner by s.
12179.0304 (2).
AB854,115,14 13(6) A limited partnership shall respond to a demand made pursuant to sub. (5)
14in the manner provided in s. 179.0304 (3).
AB854,115,16 15(7) A limited partnership may charge a person that makes a demand under this
16section the reasonable costs of copying, limited to the costs of labor and material.
AB854,115,21 17(8) A general partner or person dissociated as a general partner may exercise
18the rights under this section through an agent or, in the case of an individual under
19legal disability, a legal representative. Any restriction or condition imposed by the
20partnership agreement or under sub. (10) applies both to the agent or legal
21representative and to the general partner or person dissociated as a general partner.
AB854,115,23 22(9) (a) Subject to pars. (b) and (c), the rights under this section do not extend
23to a person as transferee.
AB854,115,2424 (b) If a general partner dies, s. 179.0704 applies.
AB854,116,3
1(c) If an individual dissociates as a general partner under s. 179.0603 (6) (b) or
2(c), the legal representative of the individual may exercise the rights under sub. (5)
3of a person dissociated as a general partner.
AB854,116,10 4(10) In addition to any restriction or condition stated in its partnership
5agreement, a limited partnership, as a matter within the ordinary course of its
6activities and affairs, may impose reasonable restrictions and conditions on access
7to and use of information to be furnished under this section, including designating
8information confidential and imposing nondisclosure and safeguarding obligations
9on the recipient. In a dispute concerning the reasonableness of a restriction under
10this subsection, the partnership has the burden of proving reasonableness.
AB854,116,15 11179.0408 Reimbursement; indemnification; advancement; and
12insurance. (1)
A limited partnership shall reimburse a general partner for any
13payment made by the general partner in the course of the general partner's activities
14on behalf of the partnership, if the general partner complied with ss. 179.0406,
15179.0409, and 179.0504 in making the payment.
AB854,116,20 16(2) A limited partnership shall indemnify and hold harmless a person with
17respect to any claim or demand against the person and any debt, obligation, or other
18liability incurred by the person by reason of the person's former or present capacity
19as a general partner, if the claim, demand, debt, obligation, or other liability does not
20arise from the person's breach of s. 179.0406, 179.0409, or 179.0504.
AB854,117,2 21(3) In the ordinary course of its activities and affairs, a limited partnership may
22advance reasonable expenses, including attorney fees and costs, incurred by a person
23in connection with a claim or demand against the person by reason of the person's
24former or present capacity as a general partner, if the person promises to repay the

1partnership if the person ultimately is determined not to be entitled to be
2indemnified under sub. (2).
AB854,117,7 3(4) A limited partnership may purchase and maintain insurance on behalf of
4a general partner against liability asserted against or incurred by the general
5partner in that capacity or arising from that status even if, under s. 179.0105 (3) (h),
6the partnership agreement could not eliminate or limit the person's liability to the
7partnership for the conduct giving rise to the liability.
AB854,117,10 8179.0409 Standards of conduct for general partners. (1) A general
9partner owes to the limited partnership and, subject to s. 179.0901, the other
10partners the duties of loyalty and care stated in subs. (2) and (3).
AB854,117,12 11(2) The fiduciary duty of loyalty of a general partner includes all of the
12following duties:
AB854,117,1513 (a) The duty to account to the limited partnership and hold as trustee for it any
14property, profit, or benefit derived by the general partner in or from any of the
15following:
AB854,117,1616 1. The conduct or winding up of the partnership's activities and affairs.
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