AB854,61,9 8(4t) “Foreign" means, with respect to an entity, an entity whose governing law
9is other than the law of this state.
AB854,61,13 10(5) “Foreign limited liability limited partnership" means a foreign limited
11partnership whose general partners have limited liability for the debts, obligations,
12or other liabilities of the foreign limited partnership under a provision similar to s.
13179.0404 (3).
AB854,61,16 14(6) “Foreign limited partnership" means an association that would be a limited
15partnership subject to this chapter but for the fact that its governing law is not the
16law of this state. The term includes a foreign limited liability limited partnership.
AB854,61,18 17(6m) “General cooperative association" means, with respect to a Wisconsin
18cooperative, a cooperative organized under ch. 185.
AB854,61,19 19(7) “General partner" means a person that satisfies all of the following:
AB854,61,2220 (a) The person has become a general partner under s. 179.0401 or was a general
21partner in a limited partnership when the partnership became subject to this
22chapter under subch. XI or s. 179.0112.
AB854,61,2323 (b) The person has not dissociated as a general partner under s. 179.0603.
AB854,62,3 24(7m) “Governing law" means, with respect to an entity, the law of the
25jurisdiction that collectively governs its internal affairs and the liability of the

1persons associated with the entity for a debt, obligation, or other liability of the entity
2under s. 179.0104 or the corresponding applicable law with respect to entities other
3than domestic limited partnerships.
AB854,62,5 4(8) “Jurisdiction," used to refer to a political entity, means the United States,
5a state, a foreign country, or a political subdivision of a foreign country.
AB854,62,7 6(8m) “Limited cooperative association" means, with respect to a Wisconsin
7cooperative, a cooperative organized under ch. 193.
AB854,62,11 8(10) “Limited liability limited partnership," except in the phrase “foreign
9limited liability limited partnership," or “domestic limited liability limited
10partnership” means a limited partnership whose certificate of limited partnership
11states that the partnership is a limited liability limited partnership.
AB854,62,12 12(11) “Limited partner" means a person that satisfies all of the following:
AB854,62,1513 (a) The person has become a limited partner under s. 179.0301 or was a limited
14partner in a limited partnership when the partnership became subject to this
15chapter under subch. XI or s. 179.0112.
AB854,62,1616 (b) The person has not dissociated under s. 179.0601.
AB854,62,20 17(12) “Limited partnership," except in the phrase “foreign limited partnership,"
18or “domestic limited partnership” means an entity which was formed under this
19chapter or became subject to this chapter and which is still subject to this chapter.
20The term includes a limited liability limited partnership.
AB854,62,21 21(13) “Partner" means a limited partner or general partner.
AB854,63,2 22(14) “Partnership agreement" means the agreement, whether or not referred
23to as a partnership agreement and whether oral, implied, in a record, or in any
24combination thereof, of all the partners of a limited partnership concerning the

1matters described in s. 179.0105 (1). The term includes the agreement as amended
2or restated.
AB854,63,8 3(15) “Person" means an individual, business corporation, nonprofit or nonstock
4corporation, partnership, limited partnership, limited liability company, general
5cooperative association, limited cooperative association, unincorporated association,
6statutory trust, business trust, common-law business trust, estate, trust,
7association, joint venture, public corporation, government or governmental
8subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB854,63,11 9(16) “Principal office" means the principal executive office of a limited
10partnership or foreign limited partnership, whether or not the office is located in this
11state.
AB854,63,13 12(17) “Property" means all property, whether real, personal, or mixed or tangible
13or intangible, or any right or interest therein.
AB854,63,16 14(18) “Record," used as a noun, means information that is inscribed on a tangible
15medium or that is stored in an electronic or other medium and is retrievable in
16perceivable form.
AB854,63,19 17(19) “Registered agent" means an agent of a limited partnership or foreign
18limited partnership that is authorized to receive service of any process, notice, or
19demand required or permitted by law to be served on the partnership.
AB854,63,22 20(20) “Registered foreign limited partnership" means a foreign limited
21partnership that is registered to do business in this state pursuant to a statement
22of registration filed by the department.
AB854,63,24 23(21) “Required information" means the information that a limited partnership
24is required to maintain under s. 179.0108.
AB854,64,2
1(22) “Sign" means, with present intent to authenticate or adopt a record, any
2of the following:
AB854,64,33 (a) To execute or adopt a tangible symbol.
AB854,64,54 (b) To attach to or logically associate with the record an electronic symbol,
5sound, or process.
AB854,64,8 6(23) “State" means a state of the United States, the District of Columbia,
7Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject
8to the jurisdiction of the United States.
AB854,64,9 9(24) “Transfer" includes all of the following:
AB854,64,1010 (a) An assignment.
AB854,64,1111 (b) A conveyance.
AB854,64,1212 (c) A sale.
AB854,64,1313 (d) A lease.
AB854,64,1414 (e) An encumbrance, including a mortgage or security interest.
AB854,64,1515 (f) A gift.
AB854,64,1616 (g) A transfer by operation of law.
AB854,64,21 17(25) “Transferable interest" means the right, as initially owned by a person in
18the person's capacity as a partner, to receive distributions from a limited
19partnership, whether or not the person remains a partner or continues to own any
20part of the right. The term applies to any fraction of the interest, by whomever
21owned.
AB854,64,25 22(26) “Transferee" means a person to which all or part of a transferable interest
23has been transferred, whether or not the transferor is a partner. The term includes
24a person that owns a transferable interest under s. 179.0602 (1) (c) or 179.0605 (1)
25(d).
AB854,65,2
1179.0103 Knowledge; notice. (1) A person knows a fact if any of the
2following applies:
AB854,65,33 (a) The person has actual knowledge of the fact.
AB854,65,44 (b) The person is deemed to know the fact under law other than this chapter.
AB854,65,55 (c) The person is deemed to know the fact under sub. (4) (cr).
AB854,65,6 6(2) A person has notice of a fact if any of the following applies:
AB854,65,87 (a) The person has reason to know the fact from all the facts known to the
8person at the time in question.
AB854,65,99 (b) The person is deemed to have notice of the fact under sub. (3) or (4).
AB854,65,13 10(3) A certificate of limited partnership on file in the office of the department
11is notice that the partnership is a limited partnership and the persons designated in
12the certificate as general partners are general partners. Except as otherwise
13provided in sub. (4), the certificate is not notice of any other fact.
AB854,65,18 14(4) (a) A person not a partner is deemed to have notice of another person's
15dissociation as a general partner 90 days after an amendment to the certificate of
16limited partnership that states that the other person has dissociated becomes
17effective or 90 days after a statement of dissociation pertaining to the other person
18becomes effective, whichever occurs first.
AB854,65,2019 (b) A person not a partner is deemed to have notice of all of the following as
20follows:
AB854,65,2321 1. A limited partnership's dissolution 90 days after an amendment to the
22certificate of limited partnership stating that the limited partnership is dissolved
23becomes effective.
AB854,65,2524 2. A limited partnership's termination 90 days after a statement of termination
25under s. 179.0802 (2) (b) 6. becomes effective.
AB854,66,3
13. A limited partnership's participation in a merger, interest exchange,
2conversion, or domestication, 90 days after the articles of merger, interest exchange,
3conversion, or domestication under subch. XI become effective.
AB854,66,54 (cr) A person not a partner is deemed to know of a limitation on authority to
5transfer real property as provided in s. 179.04023 (7).
AB854,66,8 6(5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking
7steps reasonably required to inform the other person in ordinary course, whether or
8not those steps cause the other person to know the fact.
AB854,66,16 9(6) Except for a transferor partner's notice or knowledge of the transfer under
10s. 179.0702 (5) or a withdrawing partner's notice or knowledge of the withdrawal
11under s. 179.0601 (2) (a) or 179.0603 (1), a general partner's knowledge or notice of
12a fact relating to the limited partnership is effective immediately as knowledge of or
13notice to the partnership, except in the case of a fraud on the partnership committed
14by or with the consent of the general partner. A limited partner's knowledge or notice
15of a fact relating to the partnership is not effective as knowledge of or notice to the
16partnership.
AB854,66,19 17(7m) This subsection applies to notice that is required under this chapter and
18that is made subject to this subsection by express reference to this subsection.
19Written notice is effective at the earliest of the following:
AB854,66,2020 (a) When received.
AB854,66,2221 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
22addressed.
AB854,66,2523 (c) On the date shown on the return receipt, if sent by registered or certified
24mail, return receipt requested, and the receipt is signed by or on behalf of the
25addressee.
AB854,67,2
1(d) For notices from the department, upon successful transmission by e-mail
2as provided in this chapter.
AB854,67,4 3179.0104 Governing law. (1) The law of this state governs all of the
4following:
AB854,67,55 (a) The internal affairs of a limited partnership.
AB854,67,76 (b) The liability of a partner as partner for a debt, obligation, or other liability
7of a limited partnership.
AB854,67,10 8(2m) The fact that one or more of the partners of a partnership are, or are not,
9subject to tax on the income of the partnership shall have no effect on the application
10of the law of this state under sub. (1).
AB854,67,14 11(3m) The partnership agreement may require, consistent with applicable
12jurisdictional requirements, that any or all claims involving the application of the
13law of this state under sub. (1) shall be brought solely and exclusively in the courts
14of this state.
AB854,67,17 15179.0105 Partnership agreement; scope, function, and limitations. (1)
16Except as otherwise provided in subs. (3) and (4), the partnership agreement governs
17all of the following:
AB854,67,1918 (a) Relations among the partners as partners and between the partners and the
19limited partnership.
AB854,67,2120 (b) The activities and affairs of the partnership and the conduct of those
21activities and affairs.
AB854,67,2222 (c) The means and conditions for amending the partnership agreement.
AB854,67,2423 (d) Mergers, interest exchanges, conversions, and domestications under subch.
24XI.
AB854,68,2
1(2) To the extent the partnership agreement does not provide for a matter
2described in sub. (1), this chapter governs the matter.
AB854,68,3 3(3) A partnership agreement may not do any of the following:
AB854,68,44 (a) Vary the law applicable under ss. 179.0104 and 179.0112.
AB854,68,65 (b) Vary a limited partnership's capacity under s. 179.0111 to sue and be sued
6in its own name.
AB854,68,87 (c) Vary any requirement, procedure, or other provision of this chapter
8pertaining to any of the following:
AB854,68,109 1. Registered agents, except to require some form of vote or consent of the
10partners notwithstanding s. 179.0118 (2).
AB854,68,1211 2. The department, including provisions pertaining to records authorized or
12required to be delivered to the department for filing under this chapter.
AB854,68,1313 (d) Vary the provisions of s. 179.0204.
AB854,68,1614 (e) Vary the right of a general partner under s. 179.0406 (2) (b) with respect to
15an amendment to the certificate of limited partnership which deletes a statement
16that the limited partnership is a limited liability limited partnership.
AB854,68,1817 (f) Alter or eliminate, or restrict remedies for the breach of, the duty of loyalty
18or the duty of care, except as otherwise provided in sub. (4).
AB854,68,2219 (g) Eliminate the contractual obligation of good faith and fair dealing under ss.
20179.0305 (1) and 179.0409 (4), but the partnership agreement may, if not manifestly
21unreasonable, prescribe the standards by which the performance of the obligation is
22to be measured or restrict remedies for breach of the obligation.
AB854,68,2423 (h) Relieve or exonerate a partner from liability for conduct that constitutes any
24of the following:
AB854,69,2
11. A willful failure to deal fairly with the limited partnership or its partners in
2connection with a matter in which the partner has a material conflict of interest.
AB854,69,53 2. A violation of the criminal law, unless the partner had reasonable cause to
4believe that the partner's conduct was lawful or no reasonable cause to believe that
5the partner's conduct was unlawful.
AB854,69,66 3. A transaction from which the partner derived an improper personal profit.
AB854,69,77 4. Willful misconduct.
AB854,69,128 (i) Vary the information required under s. 179.0108 or unreasonably restrict
9the duties and rights under s. 179.0304 or 179.0407, but the partnership agreement
10may impose reasonable restrictions on the availability and use of information
11obtained under those sections and may define appropriate remedies, including
12liquidated damages and security, for a breach of any reasonable restriction on use.
AB854,69,1313 (j) Vary the grounds for expulsion stated in s. 179.0603 (5) (b).
AB854,69,1714 (k) Unless the partnership is a limited liability limited partnership, vary the
15power of a person to dissociate as a general partner under s. 179.0604 (1), except to
16require that the notice under s. 179.0603 (1) be in a record and to not unreasonably
17specify how the notice must be given.
AB854,69,1818 (L) Vary the causes of dissolution specified in s. 179.0801 (1) (f).
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