AB566,59,4
14. Written notice that the payment is in full satisfaction of the obligation to
2purchase unless, not later than 120 days after the written notice, the partner
3commences an action to determine the purchase price, any offsets and accrued
4interest under par. (b), or other terms of the obligation to purchase.
AB566,59,17 5(4) The partner may maintain an action against the partnership, pursuant to
6s. 178.0307, to determine the purchase price of the partner's interest, any offsets and
7accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
8action must be commenced not later than 120 days after the partnership has made
9payment in accordance with sub. (3) (d) or within one year after written demand for
10payment if no offer is made in accordance with sub. (2). The court shall determine
11the purchase price of the partner's interest, any offset due under sub. (3) (b), and
12accrued interest, and enter judgment for any additional payment or refund. The
13court may assess reasonable attorney fees and the fees and expenses of appraisers
14or other experts for a party to the action, in amounts the court finds equitable,
15against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
16The finding may be based on the partnership's failure to make an offer or payment
17or to comply with sub. (3).
AB566,59,19 18(5) A partner does not give the consent required by sub. (1) merely by
19consenting to a provision of the written partnership agreement.
AB566,143 20Section 143 . Chapter 179 of the statutes is repealed and recreated to read:
AB566,59,2121 CHAPTER 179
AB566,59,2222 UNIFORM LIMITED PARTNERSHIP law
AB566,59,2323 subchapter I
AB566,59,2424 general provisions
AB566,60,2
1179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform
2Limited Partnership Law."
AB566,60,3 3179.0102 Definitions. In this chapter:
AB566,60,4 4(1g) “Business" includes every trade, occupation, and profession.
AB566,60,6 5(1m) “Certificate of limited partnership" means the certificate required by s.
6179.0201. The term includes the certificate as amended or restated.
AB566,60,9 7(2) “Contribution," except in the phrase “right of contribution," means property
8or a benefit described in s. 179.0501 which is provided by a person to a limited
9partnership to become a partner or in the person's capacity as a partner.
AB566,60,11 10(3) “Debtor in bankruptcy" means a person that is the subject of any of the
11following:
AB566,60,1312 (a) An order for relief under Title 11, USC, or a comparable order under a
13successor statute of general application.
AB566,60,1514 (b) A comparable order under federal, state, or foreign law governing
15insolvency.
AB566,60,16 16(3m) “Department" means the department of financial institutions.
AB566,60,20 17(4) (a) Except as provided in par. (b), “distribution" means a transfer of money
18or other property from a limited partnership to a person on account of a transferable
19interest or in the person's capacity as a partner. The term includes all of the
20following:
AB566,60,2221 1. A redemption or other purchase by a limited partnership of a transferable
22interest.
AB566,61,223 2. A transfer to a partner in return for the partner's relinquishment of any right
24to participate as a partner in the management or conduct of the partnership's

1activities and affairs or have access to records or other information concerning the
2partnership's activities and affairs.
AB566,61,73 (b) “Distribution" does not include amounts constituting reasonable
4compensation for present or past service, payments made in the ordinary course of
5business under a bona fide retirement plan or other bona fide benefits program, or
6other payments made to partners for good and valuable consideration other than in
7their capacity as partners.
AB566,61,9 8(4c) “Domestic" means, with respect to an entity, an entity whose governing
9law is the law of this state.
AB566,61,11 10(4j) “Electronic" means relating to technology having electronic, digital,
11magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB566,61,12 12(4p) “Entity" means a person other than an individual.
AB566,61,14 13(4t) “Foreign" means, with respect to an entity, an entity whose governing law
14is other than the law of this state.
AB566,61,18 15(5) “Foreign limited liability limited partnership" means a foreign limited
16partnership whose general partners have limited liability for the debts, obligations,
17or other liabilities of the foreign limited partnership under a provision similar to s.
18179.0404 (3).
AB566,61,21 19(6) “Foreign limited partnership" means an association that would be a limited
20partnership subject to this chapter but for the fact that its governing law is not the
21law of this state. The term includes a foreign limited liability limited partnership.
AB566,61,23 22(6m) “General cooperative association" means, with respect to a Wisconsin
23cooperative, a cooperative organized under ch. 185.
AB566,61,24 24(7) “General partner" means a person that satisfies all of the following:
AB566,62,3
1(a) The person has become a general partner under s. 179.0401 or was a general
2partner in a limited partnership when the partnership became subject to this
3chapter under subch. XI or s. 179.0112.
AB566,62,44 (b) The person has not dissociated as a general partner under s. 179.0603.
AB566,62,9 5(7m) “Governing law" means, with respect to an entity, the law of the
6jurisdiction that collectively governs its internal affairs and the liability of the
7persons associated with the entity for a debt, obligation, or other liability of the entity
8under s. 179.0104 or the corresponding applicable law with respect to entities other
9than domestic limited partnerships.
AB566,62,11 10(8) “Jurisdiction," used to refer to a political entity, means the United States,
11a state, a foreign country, or a political subdivision of a foreign country.
AB566,62,13 12(8m) “Limited cooperative association" means, with respect to a Wisconsin
13cooperative, a cooperative organized under ch. 193.
AB566,62,17 14(10) “Limited liability limited partnership," except in the phrase “foreign
15limited liability limited partnership," or “domestic limited liability limited
16partnership” means a limited partnership whose certificate of limited partnership
17states that the partnership is a limited liability limited partnership.
AB566,62,18 18(11) “Limited partner" means a person that satisfies all of the following:
AB566,62,2119 (a) The person has become a limited partner under s. 179.0301 or was a limited
20partner in a limited partnership when the partnership became subject to this
21chapter under subch. XI or s. 179.0112.
AB566,62,2222 (b) The person has not dissociated under s. 179.0601.
AB566,63,2 23(12) “Limited partnership," except in the phrase “foreign limited partnership,"
24or “domestic limited partnership” means an entity which was formed under this

1chapter or became subject to this chapter and which is still subject to this chapter.
2The term includes a limited liability limited partnership.
AB566,63,3 3(13) “Partner" means a limited partner or general partner.
AB566,63,8 4(14) “Partnership agreement" means the agreement, whether or not referred
5to as a partnership agreement and whether oral, implied, in a record, or in any
6combination thereof, of all the partners of a limited partnership concerning the
7matters described in s. 179.0105 (1). The term includes the agreement as amended
8or restated.
AB566,63,14 9(15) “Person" means an individual, business corporation, nonprofit or nonstock
10corporation, partnership, limited partnership, limited liability company, general
11cooperative association, limited cooperative association, unincorporated association,
12statutory trust, business trust, common-law business trust, estate, trust,
13association, joint venture, public corporation, government or governmental
14subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB566,63,17 15(16) “Principal office" means the principal executive office of a limited
16partnership or foreign limited partnership, whether or not the office is located in this
17state.
AB566,63,19 18(17) “Property" means all property, whether real, personal, or mixed or tangible
19or intangible, or any right or interest therein.
AB566,63,22 20(18) “Record," used as a noun, means information that is inscribed on a tangible
21medium or that is stored in an electronic or other medium and is retrievable in
22perceivable form.
AB566,63,25 23(19) “Registered agent" means an agent of a limited partnership or foreign
24limited partnership that is authorized to receive service of any process, notice, or
25demand required or permitted by law to be served on the partnership.
AB566,64,3
1(20) “Registered foreign limited partnership" means a foreign limited
2partnership that is registered to do business in this state pursuant to a statement
3of registration filed by the department.
AB566,64,5 4(21) “Required information" means the information that a limited partnership
5is required to maintain under s. 179.0108.
AB566,64,7 6(22) “Sign" means, with present intent to authenticate or adopt a record, any
7of the following:
AB566,64,88 (a) To execute or adopt a tangible symbol.
AB566,64,109 (b) To attach to or logically associate with the record an electronic symbol,
10sound, or process.
AB566,64,13 11(23) “State" means a state of the United States, the District of Columbia,
12Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject
13to the jurisdiction of the United States.
AB566,64,14 14(24) “Transfer" includes all of the following:
AB566,64,1515 (a) An assignment.
AB566,64,1616 (b) A conveyance.
AB566,64,1717 (c) A sale.
AB566,64,1818 (d) A lease.
AB566,64,1919 (e) An encumbrance, including a mortgage or security interest.
AB566,64,2020 (f) A gift.
AB566,64,2121 (g) A transfer by operation of law.
AB566,65,2 22(25) “Transferable interest" means the right, as initially owned by a person in
23the person's capacity as a partner, to receive distributions from a limited
24partnership, whether or not the person remains a partner or continues to own any

1part of the right. The term applies to any fraction of the interest, by whomever
2owned.
AB566,65,6 3(26) “Transferee" means a person to which all or part of a transferable interest
4has been transferred, whether or not the transferor is a partner. The term includes
5a person that owns a transferable interest under s. 179.0602 (1) (c) or 179.0605 (1)
6(d).
AB566,65,8 7179.0103 Knowledge; notice. (1) A person knows a fact if any of the
8following applies:
AB566,65,99 (a) The person has actual knowledge of the fact.
AB566,65,1010 (b) The person is deemed to know the fact under law other than this chapter.
AB566,65,1111 (c) The person is deemed to know the fact under sub. (4) (cr).
AB566,65,12 12(2) A person has notice of a fact if any of the following applies:
AB566,65,1413 (a) The person has reason to know the fact from all the facts known to the
14person at the time in question.
AB566,65,1515 (b) The person is deemed to have notice of the fact under sub. (3) or (4).
AB566,65,19 16(3) A certificate of limited partnership on file in the office of the department
17is notice that the partnership is a limited partnership and the persons designated in
18the certificate as general partners are general partners. Except as otherwise
19provided in sub. (4), the certificate is not notice of any other fact.
AB566,65,24 20(4) (a) A person not a partner is deemed to have notice of another person's
21dissociation as a general partner 90 days after an amendment to the certificate of
22limited partnership that states that the other person has dissociated becomes
23effective or 90 days after a statement of dissociation pertaining to the other person
24becomes effective, whichever occurs first.
AB566,66,2
1(b) A person not a partner is deemed to have notice of all of the following as
2follows:
AB566,66,53 1. A limited partnership's dissolution 90 days after an amendment to the
4certificate of limited partnership stating that the limited partnership is dissolved
5becomes effective.
AB566,66,76 2. A limited partnership's termination 90 days after a statement of termination
7under s. 179.0802 (2) (b) 6. becomes effective.
AB566,66,108 3. A limited partnership's participation in a merger, interest exchange,
9conversion, or domestication, 90 days after the articles of merger, interest exchange,
10conversion, or domestication under subch. XI become effective.
AB566,66,1211 (cr) A person not a partner is deemed to know of a limitation on authority to
12transfer real property as provided in s. 179.04023 (7).
AB566,66,15 13(5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking
14steps reasonably required to inform the other person in ordinary course, whether or
15not those steps cause the other person to know the fact.
AB566,66,23 16(6) Except for a transferor partner's notice or knowledge of the transfer under
17s. 179.0702 (5) or a withdrawing partner's notice or knowledge of the withdrawal
18under s. 179.0601 (2) (a) or 179.0603 (1), a general partner's knowledge or notice of
19a fact relating to the limited partnership is effective immediately as knowledge of or
20notice to the partnership, except in the case of a fraud on the partnership committed
21by or with the consent of the general partner. A limited partner's knowledge or notice
22of a fact relating to the partnership is not effective as knowledge of or notice to the
23partnership.
AB566,67,3
1(7m) This subsection applies to notice that is required under this chapter and
2that is made subject to this subsection by express reference to this subsection.
3Written notice is effective at the earliest of the following:
AB566,67,44 (a) When received.
AB566,67,65 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
6addressed.
AB566,67,97 (c) On the date shown on the return receipt, if sent by registered or certified
8mail, return receipt requested, and the receipt is signed by or on behalf of the
9addressee.
AB566,67,1110 (d) For notices from the department, upon successful transmission by e-mail
11as provided in this chapter.
AB566,67,13 12179.0104 Governing law. (1) The law of this state governs all of the
13following:
AB566,67,1414 (a) The internal affairs of a limited partnership.
AB566,67,1615 (b) The liability of a partner as partner for a debt, obligation, or other liability
16of a limited partnership.
AB566,67,19 17(2m) The fact that one or more of the partners of a partnership are, or are not,
18subject to tax on the income of the partnership shall have no effect on the application
19of the law of this state under sub. (1).
AB566,67,23 20(3m) The partnership agreement may require, consistent with applicable
21jurisdictional requirements, that any or all claims involving the application of the
22law of this state under sub. (1) shall be brought solely and exclusively in the courts
23of this state.
AB566,68,3
1179.0105 Partnership agreement; scope, function, and limitations. (1)
2Except as otherwise provided in subs. (3) and (4), the partnership agreement governs
3all of the following:
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