AB854,138,43 3. Prosecute and defend actions and proceedings, whether civil, criminal, or
4administrative.
AB854,138,55 4. Transfer the partnership's property.
AB854,138,66 5. Settle disputes by mediation or arbitration.
AB854,138,87 6. Deliver to the department for filing a statement of termination stating the
8name of the partnership and that the partnership is terminated.
AB854,138,99 7. Perform other acts necessary or appropriate to the winding up.
AB854,138,14 10(3) If a dissolved limited partnership does not have a general partner, a person
11to wind up the dissolved partnership's activities and affairs may be appointed by the
12affirmative vote or consent of limited partners owning a majority of the rights to
13receive distributions as limited partners at the time the vote or consent is to be
14effective. All of the following apply to a person appointed under this subsection:
AB854,138,1815 (a) The person has the powers of a general partner under s. 179.0804 but is not
16liable for the debts, obligations, and other liabilities of the partnership solely by
17reason of having or exercising those powers or otherwise acting to wind up the
18dissolved partnership's activities and affairs.
AB854,138,2119 (b) The person shall deliver promptly to the department for filing an
20amendment to the partnership's certificate of limited partnership stating all of the
21following:
AB854,138,2222 1. That the partnership does not have a general partner.
AB854,138,2323 2. The name and street and mailing addresses of the person.
AB854,138,2524 3. That the person has been appointed pursuant to this subsection to wind up
25the partnership.
AB854,139,4
1(4) On the application of a partner, the circuit court may order judicial
2supervision of the winding up of a dissolved limited partnership, including the
3appointment of a person to wind up the partnership's activities and affairs, if any of
4the following applies:
AB854,139,65 (a) The partnership does not have a general partner and within a reasonable
6time following the dissolution no person has been appointed pursuant to sub. (3).
AB854,139,77 (b) The applicant establishes other good cause.
AB854,139,12 8179.0803 Rescinding dissolution. (1) A limited partnership may rescind
9its dissolution, unless a statement of termination applicable to the partnership has
10become effective, the circuit court has entered an order under s. 179.0801 (1) (f)
11dissolving the partnership, or the department has dissolved the partnership under
12s. 179.0811.
AB854,139,13 13(2) Rescinding dissolution under this section requires all of the following:
AB854,139,1414 (a) The affirmative vote or consent of each partner.
AB854,139,1715 (b) If the limited partnership has delivered to the department for filing an
16amendment to the certificate of limited partnership stating that the partnership is
17dissolved, delivery to the department for filing of one of the following:
AB854,139,1918 1. If the amendment has not become effective, a statement of withdrawal under
19s. 179.0208 applicable to the amendment.
AB854,139,2120 2. If the amendment has become effective, an amendment to the certificate of
21limited partnership stating that dissolution has been rescinded under this section.
AB854,139,22 22(3) If a limited partnership rescinds its dissolution, all of the following apply:
AB854,139,2423 (a) Subject to par. (c), the partnership resumes carrying on its activities and
24affairs as if dissolution had never occurred.
AB854,140,2
1(b) Subject to par. (c), the rescission relates back to and takes effect as of the
2effective date of the dissolution.
AB854,140,53 (c) The rights of a person arising out of an act or omission in reliance on the
4dissolution before the person knew or had notice of the rescission are not adversely
5affected.
AB854,140,8 6179.0804 Power to bind partnership after dissolution. (1) A limited
7partnership is bound by a general partner's act with respect to a transaction with
8another party after dissolution if any of the following applies:
AB854,140,129 (a) The act is appropriate for winding up the partnership's activities and
10affairs, unless the partner did not have authority to act for the partnership in the
11particular matter and the party with which the partner was dealing knew or had
12notice that the partner lacked authority.
AB854,140,1513 (b) The act would have bound the partnership under s. 179.0402 before
14dissolution if, at the time the other party enters into the transaction, the other party
15does not know or have notice of the dissolution.
AB854,140,18 16(2) A person dissociated as a general partner binds a limited partnership with
17respect to a transaction with another party through an act occurring after dissolution
18if all of the following apply:
AB854,140,2019 (a) At the time the other party enters into the transaction, less than 2 years has
20passed since the dissociation.
AB854,140,2321 (b) At the time the other party enters into the transaction, the other party does
22not know or have notice of the dissociation and reasonably believes that the person
23is a general partner.
AB854,141,224 (c) The act is appropriate for winding up the partnership's activities and affairs,
25or the act would have bound the partnership under s. 179.0402 before dissolution and

1at the time the other party enters into the transaction the other party does not know
2or have notice of the dissolution.
AB854,141,7 3179.0805 Liability after dissolution of general partner and person
4dissociated as general partner. (1)
If a general partner having knowledge of the
5dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1)
6by an act that is not appropriate for winding up the partnership's activities and
7affairs, the general partner is liable to all of the following:
AB854,141,98 (a) The partnership, for any damage caused to the partnership arising from the
9obligation.
AB854,141,1210 (b) If another general partner or person dissociated as a general partner is
11liable for the obligation, that other general partner or person, for any damage caused
12to that other general partner or person arising from the liability.
AB854,141,14 13(2) If a person dissociated as a general partner causes a limited partnership
14to incur an obligation under s. 179.0804 (2), the person is liable to all of the following:
AB854,141,1615 (a) The partnership, for any damage caused to the partnership arising from the
16obligation.
AB854,141,1917 (b) If a general partner or another person dissociated as a general partner is
18liable for the obligation, the general partner or other person, for any damage caused
19to the general partner or other person arising from the obligation.
AB854,141,22 20179.0806 Known claims against dissolved limited partnership. (1)
21Except as otherwise provided in sub. (4), a dissolved limited partnership may give
22notice of a known claim under sub. (2), which has the effect provided in sub. (3).
AB854,141,24 23(2) A dissolved limited partnership may in a record notify its known claimants
24of the dissolution. The notice must do all of the following:
AB854,141,2525 (a) Specify the information required to be included in a claim.
AB854,142,2
1(b) State that a claim must be in writing and provide a mailing address to which
2the claim is to be sent.
AB854,142,43 (c) State the deadline for receipt of a claim, which may not be less than 120 days
4after the date the notice is effective under s. 179.0103 (7m).
AB854,142,55 (d) State that the claim will be barred if not received by the deadline.
AB854,142,96 (e) Unless the partnership has been throughout its existence a limited liability
7limited partnership, state that the barring of a claim against the partnership will
8also bar any corresponding claim against any general partner or person dissociated
9as a general partner which is based on s. 179.0404.
AB854,142,12 10(3) A claim against a dissolved limited partnership is barred if the claim is a
11known claim and the notice requirements of sub. (2) are met with respect to the claim
12and any of the following applies:
AB854,142,1313 (a) The claim is not received by the specified deadline.
AB854,142,1514 (b) If the claim is timely received but rejected by the partnership, all of the
15following apply:
AB854,142,1916 1. The partnership notifies the claimant in a record stating that the claim is
17rejected and will be barred unless the claimant commences an action against the
18partnership to enforce the claim within 90 days after the notice is effective under s.
19179.0103 (7m).
AB854,142,2120 2. The claimant does not commence the required action within 90 days after
21the notice of rejection is effective under s. 179.0103 (7m).
AB854,142,25 22(4) This section does not apply to a claim based on an event occurring after the
23date of dissolution or a liability that on that date is contingent, or a liability for an
24additional assessment under s. 71.74 or for sales and use taxes determined as owing
25under s. 77.59.
AB854,143,1
1(4r) The provisions of s. 179.0103 (7m) shall apply to notices under this section.
AB854,143,5 2179.0807 Claims against dissolved limited partnership generally. (1)
3A dissolved limited partnership may publish notice of its dissolution and request
4persons having claims, whether known or unknown, against the partnership to
5present them in accordance with the notice.
AB854,143,6 6(2) A notice under sub. (1) must satisfy all of the following:
AB854,143,107 (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of
8general circulation in the county in this state in which the dissolved limited
9partnership's principal office is located or, if the principal office is not located in this
10state, in the county in which the partnership's registered office is or was last located.
AB854,143,1311 (b) It must describe the information required to be contained in a claim, state
12that the claim must be in writing, and provide a mailing address to which the claim
13is to be sent.
AB854,143,1614 (c) It must state that a claim against the partnership is barred unless an action
15to enforce the claim is commenced not later than 2 years after publication of the
16notice.
AB854,143,2017 (d) Unless the partnership has been throughout its existence a limited liability
18limited partnership, it must state that the barring of a claim against the partnership
19will also bar any corresponding claim against any general partner or person
20dissociated as a general partner which is based on s. 179.0404.
AB854,143,24 21(3) If a dissolved limited partnership publishes a notice in accordance with sub.
22(2), the claim of each of the following claimants is barred unless the claimant
23commences an action to enforce the claim against the partnership not later than 2
24years after the publication date of the notice:
AB854,143,2525 (a) A claimant that did not receive notice in a record under s. 179.0806.
AB854,144,2
1(b) A claimant whose claim was timely sent to the partnership but not acted
2on.
AB854,144,43 (c) A claimant whose claim is contingent at, or based on an event occurring
4after, the date of dissolution.
AB854,144,6 5(4) A claim not barred under this section or s. 179.0806 may be enforced against
6any of the following:
AB854,144,77 (a) A dissolved limited partnership, to the extent of its undistributed assets.
AB854,144,138 (b) Except as otherwise provided in s. 179.0808, if assets of the partnership
9have been distributed after dissolution, a partner or transferee to the extent of that
10person's proportionate share of the claim or of the partnership's assets distributed
11to the partner or transferee after dissolution, whichever is less, but a person's total
12liability for all claims under this paragraph may not exceed the total amount of
13assets distributed to the person after dissolution.
AB854,144,1414 (c) Any person liable on the claim under s. 179.0404 or 179.0607.
AB854,144,24 15179.0808 Court proceedings. (1) A dissolved limited partnership that has
16published a notice under s. 179.0807 may file an application with the circuit court
17in the county in this state where the partnership's principal office is located or, if the
18principal office is not located in this state, where the partnership's registered office
19is or was last located, for a determination of the amount and form of security to be
20provided for payment of claims that are contingent or are not known to the
21partnership or that are based on an event occurring after the effective date of
22dissolution but that, based on the facts known to the partnership, are reasonably
23expected to arise after the effective date of dissolution. Provision need not be made
24for any claim that is or is reasonably anticipated to be barred under s. 179.0807.
AB854,145,3
1(2) Not later than 10 days after the filing of an application under sub. (1), the
2dissolved limited partnership shall give notice of the proceeding to each claimant
3holding a contingent claim whose contingent claim is known to the partnership.
AB854,145,7 4(3) In any proceeding under this section, the court may appoint a guardian ad
5litem to represent all claimants whose identities are unknown. The reasonable fees
6and expenses of the guardian, including all reasonable expert witness fees, must be
7paid by the dissolved limited partnership.
AB854,145,13 8(4) A dissolved limited partnership that provides security in the amount and
9form ordered by the court under sub. (1) satisfies the partnership's obligations with
10respect to claims that are contingent, are not known to the partnership, or are based
11on an event occurring after the effective date of dissolution, and such claims may not
12be enforced against a partner or transferee on account of assets received in
13liquidation.
AB854,145,17 14179.0809 Liability of general partner and person dissociated as
15general partner when claim against limited partnership barred.
If a claim
16against a dissolved limited partnership is barred under s. 179.0806, 179.0807, or
17179.0808, any corresponding claim under s. 179.0404 or 179.0607 is also barred.
AB854,145,21 18179.0810 Disposition of assets in winding up; when contributions
19required. (1)
In winding up its activities and affairs, a limited partnership shall
20apply its assets, including the contributions required by this section, to discharge the
21partnership's obligations to creditors, including partners that are creditors.
AB854,145,24 22(2) After a limited partnership complies with sub. (1), any surplus must be
23distributed in the following order, subject to any charging order in effect under s.
24179.0703:
AB854,146,3
1(a) To each person owning a transferable interest that reflects contributions
2made and not previously returned, an amount equal to the value of the unreturned
3contributions.
AB854,146,64 (b) Among persons owning transferable interests, in proportion to their
5respective rights to share in distributions immediately before the dissolution of the
6partnership.
AB854,146,9 7(3) If a limited partnership's assets are insufficient to satisfy all its obligations
8under sub. (1), with respect to each unsatisfied obligation incurred when the
9partnership was not a limited liability limited partnership, the following rules apply:
AB854,146,1510 (a) Each person that was a general partner when the obligation was incurred
11and that has not been released from the obligation under s. 179.0607 shall contribute
12to the partnership for the purpose of enabling the partnership to satisfy the
13obligation. The contribution due from each of those persons is in proportion to the
14right to receive distributions in the capacity of a general partner in effect for each of
15those persons when the obligation was incurred.
AB854,146,2216 (b) If a person does not contribute the full amount required under par. (a) with
17respect to an unsatisfied obligation of the partnership, the other persons required to
18contribute by par. (a) on account of the obligation shall contribute the additional
19amount necessary to discharge the obligation. The additional contribution due from
20each of those other persons is in proportion to the right to receive distributions in the
21capacity of a general partner in effect for each of those other persons when the
22obligation was incurred.
AB854,146,2523 (c) If a person does not make the additional contribution required by par. (b),
24further additional contributions are determined and due in the same manner as
25provided in that paragraph.
AB854,147,5
1(4) A person that makes an additional contribution under sub. (3) (b) or (c) may
2recover from any person whose failure to contribute under sub. (3) (a) or (b)
3necessitated the additional contribution. A person may not recover under this
4subsection more than the amount additionally contributed. A person's liability
5under this subsection may not exceed the amount the person failed to contribute.
AB854,147,8 6(4r) If a limited partnership does not have sufficient surplus to comply with
7sub. (2) (a), any surplus must be distributed among the owners of transferable
8interests in proportion to the value of the respective unreturned contributions.
AB854,147,9 9(5) All distributions made under sub. (2) must be paid in money.
AB854,147,12 10179.0811 Administrative dissolution. (1) The department may commence
11a proceeding under sub. (2) to dissolve a limited partnership administratively if any
12of the following applies:
AB854,147,1413 (a) The partnership does not pay, within one year after they are due, any fees
14or penalties required to be paid to the department under this chapter.
AB854,147,1615 (b) The partnership does not have on file with the department its annual report
16within one year after it is due.
AB854,147,1817 (c) The partnership is without a registered agent or registered office in this
18state for at least one year.
AB854,147,2119 (d) The partnership does not notify the department within one year that its
20registered agent or registered office has been changed, that its registered agent has
21resigned, or that its registered office has been discontinued.
AB854,147,2222 (e) The partnership violates s. 940.302 (2) or 948.051 (2).
AB854,148,2 23(2) If the department determines that one or more grounds exist for
24administratively dissolving a limited partnership, the department may give the

1partnership notice of the determination. The notice shall be in writing and
2addressed to the registered agent of the limited partnership.
AB854,148,6 3(3) (a) Within 60 days after the notice under sub. (2) takes effect under s.
4179.0103 (7m), the limited partnership shall, with respect to each ground for
5administrative dissolution, either correct it or demonstrate to the reasonable
6satisfaction of the department that it does not exist.
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