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:
AB566,95,2424 1. It must be signed by the person correcting the filed record.
AB566,95,2525 2. It must identify the filed record to be corrected.
AB566,96,1
13. It must specify the inaccuracy or defect to be corrected.
AB566,96,22 4. It must correct the inaccuracy or defect.
AB566,96,6 3(4) A statement of correction is effective as of the effective date of the filed
4record that it corrects except for purposes of s. 179.0103 (4) and as to persons relying
5on the uncorrected filed record and adversely affected by the correction. For those
6purposes and as to those persons, the statement of correction is effective when filed.
AB566,96,10 7179.0210 Duty of department to file; review of refusal to file; delivery
8of record by department. (1)
The department shall file a record delivered to the
9department for filing which satisfies this chapter. The duty of the department under
10this section is ministerial.
AB566,96,15 11(2) When the department files a record, the department shall record it as filed
12on the date of its delivery. After filing a record, the department shall deliver to the
13person that submitted the record a copy of the record with an acknowledgment of the
14date of filing and, in the case of a statement of denial, also to the limited partnership
15to which the statement pertains.
AB566,96,17 16(3) If the department refuses to file a record, the department shall, not later
17than 5 business days after the record is delivered, do all of the following:
AB566,96,1918 (a) Return the record or notify the person that submitted the record of the
19refusal.
AB566,96,2020 (b) Provide a brief explanation in a record of the reason for the refusal.
AB566,96,24 21(4) If the department refuses to file a record, the person that submitted the
22record may petition the circuit court to compel filing of the record. The record and
23the explanation of the department of the refusal to file must be attached to the
24petition. The court may decide the matter in a summary proceeding.
AB566,97,2
1(5) The filing of or refusal to file a record does not create a presumption of any
2of the following:
AB566,97,33 (a) That the record does or does not conform to the requirements of this chapter.
AB566,97,44 (b) That the information contained in the record is correct or incorrect.
AB566,97,7 5(6) Except as otherwise provided by s. 179.0121 or by law other than this
6chapter, the department may deliver any record to a person by delivering it in any
7of the following ways:
AB566,97,88 (a) In person to the person that submitted it.
AB566,97,99 (b) To the address of the person's registered agent.
AB566,97,1010 (c) To the principal office of the person.
AB566,97,1111 (d) To another address the person provides to the department for delivery.
AB566,97,14 12179.0211 Certificate of status. (1) Any person may obtain from the
13department, upon request, a certificate of status for a limited partnership or
14registered foreign limited partnership.
AB566,97,15 15(2) A certificate of status shall include all of the following information:
AB566,97,1716 (a) The domestic partnership's partnership name or the foreign partnership's
17partnership name and fictitious name, if any, used in this state.
AB566,97,1818 (b) Whether each of the following is true:
AB566,97,2119 1. The domestic partnership is a limited partnership whose governing law is
20the law of this state, or the foreign limited partnership is authorized to transact
21business in this state.
AB566,97,2422 2. The domestic partnership or the foreign partnership has, during its most
23recently completed report year, filed with the department an annual report required
24by s. 179.0212.
AB566,98,2
13. The domestic partnership has not filed a statement of dissolution or
2statement of termination.
AB566,98,53 4. The foreign partnership has not filed a statement of withdrawal of its foreign
4registration under s. 179.1011 and, if not, the effective date of its registration
5statement.
AB566,98,76 (c) The domestic partnership's effective date of its certificate of limited
7partnership and the period of its duration if less than perpetual.
AB566,98,9 8(3) The certificate of status may include other facts of record in the department
9that are requested.
AB566,98,13 10(4) Subject to any qualification stated in a certificate of status issued by the
11department, the certificate is conclusive evidence that the limited partnership or the
12foreign limited partnership is in existence or is authorized to transact business in
13this state.
AB566,98,16 14(5) Upon request, by telephone or otherwise, the department shall confirm by
15telephone any of the information required in a certificate of status under sub. (2) and
16may confirm any other information permitted under sub. (3).
AB566,98,19 17179.0212 Annual report for department. (1) A limited partnership or
18registered foreign limited partnership shall deliver to the department for filing an
19annual report that states all of the following:
AB566,98,2020 (a) The name of the partnership or registered foreign partnership.
AB566,98,2221 (b) The street address of its registered office in this state and the name and
22e-mail address of its registered agent at that office.
AB566,98,2323 (c) The street address of its principal office.
AB566,98,2424 (d) The name of at least one general partner.
AB566,99,2
1(e) In the case of a foreign partnership, the jurisdiction of its governing law and
2any fictitious name adopted under s. 179.1006 (1).
AB566,99,4 3(2) Information in the annual report must be current as of the date the report
4is signed by the limited partnership or registered foreign limited partnership.
AB566,99,8 5(3) (a) A domestic limited partnership shall deliver its annual report to the
6department in each year following the calendar year in which the domestic limited
7partnership's certificate of limited partnership became effective, during the calendar
8year quarter in which the anniversary date of the certificate effective date occurs.
AB566,99,119 (b) A registered foreign limited partnership shall deliver its annual report to
10the department during the first calendar quarter of each year following the calendar
11year in which the foreign limited partnership registered to do business in this state.
AB566,99,17 12(4) If an annual report does not contain the information required by this
13section, the department promptly shall notify the reporting limited partnership or
14registered foreign limited partnership in a record and return the report to it for
15correction. If the annual report is corrected to contain the information required by
16this section and delivered to the department within 30 days after the effective date
17of the notice under s. 179.0103 (7m), the annual report is timely filed.
AB566,99,21 18(5) If an annual report contains a registered office or registered agent which
19differs from the information shown in the records of the department immediately
20before the report becomes effective, the differing information is considered a
21statement of change under s. 179.0118.
AB566,99,2222 subchapter III
AB566,99,2323 LIMITED PARTNERS
AB566,100,3
1179.0301 Becoming limited partner. (1) Upon formation of a limited
2partnership, a person becomes a limited partner as agreed among the persons that
3are to be the initial partners.
AB566,100,5 4(2) After formation of a limited partnership, a person becomes a limited partner
5in any of the following ways:
AB566,100,66 (a) As provided in the partnership agreement.
AB566,100,77 (b) As the result of a transaction effective under subch. XI.
AB566,100,88 (c) With the affirmative vote or consent of all the partners.
AB566,100,99 (d) As provided in s. 179.0801 (1) (d) or (e).
AB566,100,10 10(3) A person may become a limited partner without doing any of the following:
AB566,100,1111 (a) Acquiring a transferable interest.
AB566,100,1312 (b) Making or being obligated to make a contribution to the limited
13partnership.
AB566,100,16 14179.0302 No agency power of limited partner as limited partner. (1)
15A limited partner is not an agent of a limited partnership solely by reason of being
16a limited partner.
AB566,100,19 17(2) A person's status as a limited partner does not prevent or restrict law other
18than this chapter from imposing liability on a limited partnership because of the
19person's conduct.
AB566,101,2 20179.0303 No liability as limited partner for limited partnership
21obligations.
(1) A debt, obligation, or other liability of a limited partnership is not
22the debt, obligation, or other liability of a limited partner. A limited partner is not
23personally liable, directly or indirectly, by way of contribution or otherwise, for a
24debt, obligation, or other liability of the partnership solely by reason of being or
25acting as a limited partner, even if the limited partner participates in the

1management and control of the limited partnership. This subsection applies
2regardless of the dissolution of the partnership.
AB566,101,6 3(2) The failure of a limited partnership to observe formalities relating to the
4exercise of its powers or management of its activities and affairs is not a ground for
5imposing liability on a limited partner for a debt, obligation, or other liability of the
6partnership.
AB566,101,12 7179.0304 Rights to information of limited partner and person
8dissociated as limited partner.
(1) On 10 days' demand made in a record received
9by the limited partnership, a limited partner may inspect and copy required
10information during regular business hours in the limited partnership's principal
11office. The limited partner need not have any particular purpose for seeking the
12information.
AB566,101,16 13(2) During regular business hours and at a reasonable location specified by the
14limited partnership, a limited partner may inspect and copy information regarding
15the activities and affairs, financial condition, and other circumstances of the limited
16partnership as is just and reasonable if all of the following apply:
AB566,101,1817 (a) The limited partner seeks the information for a purpose reasonably related
18to the partner's interest as a limited partner.
AB566,101,2119 (b) The limited partner makes a demand in a record received by the limited
20partnership, describing with reasonable particularity the information sought and
21the purpose for seeking the information.
AB566,101,2322 (c) The information sought is directly connected to the limited partner's
23purpose.
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