AB566,88,14 12179.0201 Formation of limited partnership; certificate of limited
13partnership.
(1) To form a limited partnership, a person must deliver a certificate
14of limited partnership to the department for filing.
AB566,88,15 15(2) A certificate of limited partnership must state all of the following:
AB566,88,1616 (a) The name of the limited partnership, which name satisfies s. 179.0114.
AB566,88,1717 (b) The street and mailing addresses of the partnership's principal office.
AB566,88,1918 (c) The street address of the partnership's registered office in this state and the
19name and e-mail address of its registered agent at that office.
AB566,88,2020 (d) The name and street and mailing addresses of each general partner.
AB566,88,2121 (e) Whether the limited partnership is a limited liability limited partnership.
AB566,88,25 22(3) A certificate of limited partnership may contain statements as to matters
23other than those required by sub. (2), but may not vary or otherwise affect the
24provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that
25section.
AB566,89,1
1(4) A limited partnership is formed when all of the following occur:
AB566,89,22 (a) The certificate of limited partnership becomes effective.
AB566,89,33 (b) At least 2 persons have become partners.
AB566,89,44 (c) At least one person has become a general partner.
AB566,89,55 (d) At least one person has become a limited partner.
AB566,89,8 6179.0202 Amendment or restatement of certificate of limited
7partnership.
(1) A certificate of limited partnership may be amended or restated
8at any time.
AB566,89,10 9(2) To amend its certificate of limited partnership, a limited partnership must
10deliver to the department for filing an amendment stating all of the following:
AB566,89,1111 (a) The name of the partnership.
AB566,89,1212 (b) The text of the amendment.
AB566,89,14 13(3) To restate its certificate of limited partnership, a limited partnership must
14deliver to the department for filing a restatement, designated as such in its heading.
AB566,89,16 15(4) A limited partnership shall promptly deliver to the department for filing
16an amendment to a certificate of limited partnership to reflect any of the following:
AB566,89,1717 (a) The admission of a new general partner.
AB566,89,1818 (b) The dissociation of a person as a general partner.
AB566,89,2019 (c) The appointment of a person to wind up the limited partnership's activities
20and affairs under s. 179.0802 (3) or (4).
AB566,89,24 21(5) If a general partner knows or has notice that any information in a filed
22certificate of limited partnership was inaccurate when the certificate was filed or has
23become inaccurate due to changed circumstances, the general partner shall
24promptly do one of the following to correct the inaccuracy:
AB566,89,2525 (a) Cause the certificate to be amended.
AB566,90,2
1(b) If appropriate, deliver to the department for filing a statement of change
2under s. 179.0118 or a statement of correction under s. 179.0209.
AB566,90,5 3179.0203 Signing of records to be delivered for filing to the
4department.
(1) A record delivered to the department for filing pursuant to this
5chapter must be signed as follows:
AB566,90,76 (a) An initial certificate of limited partnership must be signed by all general
7partners listed in the certificate.
AB566,90,108 (b) An amendment to the certificate of limited partnership deleting a statement
9that the limited partnership is a limited liability limited partnership must be signed
10by all general partners listed in the certificate.
AB566,90,1411 (c) An amendment to the certificate of limited partnership designating as
12general partner a person admitted under s. 179.0801 (1) (c) 2. following the
13dissociation of a limited partnership's last general partner must be signed by that
14person.
AB566,90,1715 (d) An amendment to the certificate of limited partnership required by s.
16179.0802 (3) following the appointment of a person to wind up the dissolved limited
17partnership's activities and affairs must be signed by that person.
AB566,90,1918 (e) Any other amendment to the certificate of limited partnership must be
19signed by all of the following:
AB566,90,2020 1. At least one general partner listed in the certificate.
AB566,90,2121 2. Each other person designated in the amendment as a new general partner.
AB566,90,2322 3. Each person that the amendment indicates has dissociated as a general
23partner, unless any of the following applies:
AB566,90,2524 a. The person is deceased or a guardian or general conservator has been
25appointed for the person and the amendment so states.
AB566,91,2
1b. The person has previously delivered to the department for filing a statement
2of dissociation.
AB566,91,63 (f) A restated certificate of limited partnership must be signed by at least one
4general partner listed in the certificate, and, to the extent the restated certificate
5effects a change under any other paragraph of this subsection, the certificate must
6be signed in a manner that satisfies that paragraph.
AB566,91,117 (g) A statement of termination must be signed by all general partners listed in
8the certificate of limited partnership or, if the certificate of a dissolved limited
9partnership lists no general partners, by the person appointed pursuant to s.
10179.0802 (3) or (4) to wind up the dissolved limited partnership's activities and
11affairs.
AB566,91,1412 (h) Any other record delivered by a limited partnership to the department for
13filing must be signed by at least one general partner listed in the certificate of limited
14partnership.
AB566,91,1615 (i) A statement by a person pursuant to s. 179.0605 (1) (c) stating that the
16person has dissociated as a general partner must be signed by that person.
AB566,91,1817 (j) A statement of negation by a person pursuant to s. 179.0306, or a statement
18of denial by a person pursuant to s. 179.04025, must be signed by that person.
AB566,91,2019 (k) Any other record delivered on behalf of a person to the department for filing
20must be signed by that person.
AB566,91,24 21(2) Any record delivered for filing under this chapter may be signed by an
22attorney-in-fact. Whenever this chapter requires a particular individual to sign a
23record and the individual is deceased or incompetent, the record may be signed by
24a legal representative of the individual.
AB566,92,2
1(3) A person that signs a record as an attorney-in-fact or legal representative
2affirms as a fact that the person is authorized to sign the record.
AB566,92,6 3179.0204 Signing and filing pursuant to judicial order. (1) If a person
4required by this chapter to sign a record or deliver a record to the department for
5filing under this chapter does not do so, any other person that is aggrieved may
6petition the circuit court to order any of the following:
AB566,92,77 (a) The person to sign the record.
AB566,92,88 (b) The person to deliver the record to the department for filing.
AB566,92,99 (c) The department to file the record unsigned.
AB566,92,12 10(2) If a petitioner under sub. (1) is not the limited partnership or foreign limited
11partnership to which the record pertains, the petitioner shall make the partnership
12or foreign partnership a party to the action.
AB566,92,13 13(3) A record filed under sub. (1) (c) is effective without being signed.
AB566,92,17 14179.0205 Liability for inaccurate information in filed record. (1) If a
15record delivered to the department for filing under this chapter and filed by the
16department contains inaccurate information, a person that suffers loss by reliance
17on the information may recover damages for the loss from any of the following:
AB566,92,1918 (a) A person that signed the record, or caused another to sign it on the person's
19behalf, and knew the information to be inaccurate at the time the record was signed.
AB566,92,2020 (b) A general partner if all of the following apply:
AB566,92,2121 1. The record was delivered for filing on behalf of the partnership.
AB566,92,2422 2. The general partner knew or had notice of the inaccuracy for a reasonably
23sufficient time before the information was relied upon so that, before the reliance,
24the general partner reasonably could have done any of the following:
AB566,92,2525 a. Effected an amendment under s. 179.0202.
AB566,93,1
1b. Filed a petition under s. 179.0204.
AB566,93,32 c. Delivered to the department for filing a statement of change under s.
3179.0118 or a statement of correction under s. 179.0209.
AB566,93,6 4(2) An individual who signs a record authorized or required to be filed under
5this chapter affirms under penalty of perjury that the information stated in the
6record is accurate.
AB566,93,9 7179.0206 Filing requirements. (1) Subject to sub. (1m), to be filed by the
8department pursuant to this chapter, a record must be received by the department,
9comply with this chapter, and satisfy all of the following:
AB566,93,1010 (a) The filing of the record must be required or permitted by this chapter.
AB566,93,1211 (b) The record must be physically delivered in written form unless and to the
12extent the department permits electronic delivery of records.
AB566,93,1513 (c) The words in the record must be in English, and numbers must be in Arabic
14or Roman numerals, but the name of an entity need not be in English if written in
15English letters or Arabic or Roman numerals.
AB566,93,1716 (d) The record must be signed by a person authorized or required under this
17chapter to sign the record.
AB566,93,2118 (e) The record must state the name and capacity, if any, of each individual who
19signed it, either on behalf of the individual or the person authorized or required to
20sign the record, but need not contain a seal, attestation, acknowledgment, or
21verification.
AB566,93,2222 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).
AB566,93,25 23(1m) The department may waive any of the requirements of sub. (1) (a) to (f)
24if it appears from the face of the document that the document's failure to satisfy the
25requirement is immaterial.
AB566,94,4
1(2) If law other than this chapter prohibits the disclosure by the department
2of information contained in a record delivered to the department for filing, the
3department shall file the record if the record otherwise complies with this chapter
4but may redact the information.
AB566,94,7 5(3) When a record is delivered to the department for filing, any fee required
6under this chapter and any fee, interest, or penalty required to be paid to the
7department must be paid in a manner permitted by the department.
AB566,94,9 8(5) The department may provide forms for filings required or permitted to be
9made by this chapter and may require their use.
AB566,94,12 10179.0207 Effective date and time. Except as otherwise provided in s.
11179.0208 and subject to s. 179.0209 (4), a record filed under this chapter is effective
12as follows:
AB566,94,14 13(1) Except as provided in subs. (2) and (3), on the date that it is received by the
14department for filing and at any of the following times on that date:
AB566,94,1515 (a) The time of day specified in the document as its effective time.
AB566,94,1616 (b) If no effective time is specified, at the close of business.
AB566,94,18 17(2) The date that a document is received by the department is determined by
18the department's endorsement on the original document under s. 179.0210 (2).
AB566,94,24 19(3) A document may specify a delayed effective date and time, except the
20effective date may not be more than 90 days after the date that it is received for filing.
21If a document specifies a delayed effective date and time in accordance with this
22subsection, the document is effective at the time and date specified. If a delayed
23effective date, but no time, is specified, the document is effective at the close of
24business on that date.
AB566,95,4
1179.0208 Withdrawal of filed record before effectiveness. (1) Except as
2otherwise provided in ss. 179.1123 (2), 179.1133 (2), 179.1143 (2), and 179.1153 (2),
3a record delivered to the department for filing may be withdrawn before it takes
4effect by delivering to the department for filing a statement of withdrawal.
AB566,95,5 5(2) A statement of withdrawal must satisfy all of the following:
AB566,95,76 (a) It must be signed by each person that signed the record being withdrawn,
7except as otherwise agreed by those persons.
AB566,95,88 (b) It must identify the record to be withdrawn.
AB566,95,119 (c) If signed by fewer than all the persons that signed the record being
10withdrawn, it must state that the record is withdrawn in accordance with the
11agreement of all the persons that signed the record.
AB566,95,13 12(3) On filing by the department of a statement of withdrawal, the action or
13transaction evidenced by the original record does not take effect.
AB566,95,16 14179.0209 Correcting filed record. (1) A person on whose behalf a filed
15record was delivered to the department for filing may correct the record if any of the
16following applies:
AB566,95,1717 (a) The record at the time of filing was inaccurate.
AB566,95,1818 (b) The record was defectively signed.
AB566,95,1919 (c) The electronic transmission of the record to the department was defective.
AB566,95,21 20(2) To correct a filed record, a person on whose behalf the record was delivered
21to the department must deliver to the department for filing a statement of correction.
AB566,95,22 22(3) (a) A statement of correction may not state a delayed effective date.
AB566,95,2323 (b) A statement of correction must satisfy all of the following:
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