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).
AB854,69,2019 (m) Vary the requirement to wind up the limited partnership's activities and
20affairs as specified in s. 179.0802 (1), (2) (a), and (4).
AB854,69,2221 (n) Unreasonably restrict the right of a partner to maintain an action under
22subch. IX.
AB854,69,2423 (o) Vary the provisions of s. 179.0905, but the partnership agreement may
24provide that the partnership may not have a special litigation committee.
AB854,70,4
1(p) Vary the right of a partner to approve a merger, interest exchange,
2conversion, or domestication under s. 179.1123 (1), 179.1133 (1), 179.1143 (1), or
3179.1153 (1), except by written provision in the partnership agreement that does not
4impair the rights of the partner under s. 179.1161.
AB854,70,75 (pm) Impair the rights of a partner under s. 179.1161, except to require that
6the notice of acceptance under s. 179.1161 (2) be in a record or be given within fewer
7than 60, but not fewer than 10, days of receipt of the offer.
AB854,70,108 (q) Vary the required contents of a plan of merger under s. 179.1122, plan of
9interest exchange under s. 179.1132, plan of conversion under s. 179.1142, or plan
10of domestication under s. 179.1152.
AB854,70,1211 (r) Except as otherwise provided in ss. 179.0106 and 179.0107 (2), restrict the
12rights under this chapter of a person other than a partner.
AB854,70,14 13(4) Subject to sub. (3) (h), without limiting other terms that may be included
14in a partnership agreement, the following rules apply:
AB854,70,1515 (a) The partnership agreement may do any of the following:
AB854,70,1816 1. Specify the method by which a specific act or transaction that would
17otherwise violate the duty of loyalty may be authorized or ratified by one or more
18disinterested and independent persons after full disclosure of all material facts.
AB854,70,2019 2. Alter the prohibition in s. 179.0504 (1) (b) so that the prohibition requires
20only that the partnership's total assets not be less than the sum of its total liabilities.
AB854,70,2221 (b) If not manifestly unreasonable, the partnership agreement may do any of
22the following:
AB854,70,2423 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty
24of loyalty stated in s. 179.0409 (2).
AB854,71,2
12. Identify specific types or categories of activities that do not violate the duty
2of loyalty or the contractual obligation of good faith and fair dealing.
AB854,71,33 3. Alter the duty of care.
AB854,71,44 4. Alter or eliminate any other fiduciary duty.
AB854,71,12 5(5) The court shall decide as a matter of law whether a term of a partnership
6agreement is manifestly unreasonable under sub. (3) (g) or (4) (b). The court shall
7make its determination as of the time the challenged term became part of the
8partnership agreement and by considering only circumstances existing at that time.
9The court may invalidate the term only if, in light of the purposes and activities and
10affairs of the limited partnership, it is readily apparent that the objective of the term
11is unreasonable or that the term is an unreasonable means to achieve the term's
12objective.
AB854,71,16 13179.0106 Partnership agreement; effect on limited partnership and
14person becoming partner; preformation agreement.
(1) A limited
15partnership is bound by and may enforce the partnership agreement, whether or not
16the partnership has itself manifested assent to the agreement.
AB854,71,18 17(2) A person that becomes a partner is deemed to assent to the partnership
18agreement.
AB854,71,21 19(3) Two or more persons intending to become the initial partners of a limited
20partnership may make an agreement providing that upon the formation of the
21partnership the agreement will become the partnership agreement.
AB854,72,2 22179.0107 Partnership agreement; effect on 3rd parties and
23relationship to records effective on behalf of limited partnership.
(1) A
24partnership agreement may specify that its amendment requires the approval of a
25person that is not a party to the agreement or the satisfaction of a condition. An

1amendment is ineffective if its adoption does not include the required approval or
2satisfy the specified condition.
AB854,72,8 3(2) The obligations of a limited partnership and its partners to a person in the
4person's capacity as a transferee or person dissociated as a partner are governed by
5the partnership agreement. Subject only to a court order issued under s. 179.0703
6(2) (b) to effectuate a charging order, all of the following apply to an amendment to
7the partnership agreement made after a person becomes a transferee or is
8dissociated as a partner:
AB854,72,119 (a) Except as provided in par. (b), the amendment is effective with regard to any
10debt, obligation, or other liability of the partnership or its partners to the person in
11the person's capacity as a transferee or person dissociated as a partner.
AB854,72,1312 (b) The amendment is not effective to the extent the amendment imposes a new
13debt, obligation, or other liability on the transferee or person dissociated as a partner.
AB854,72,17 14(3) If a record delivered by a limited partnership to the department for filing
15becomes effective and contains a provision that would be ineffective under s.
16179.0105 (3) or (4) (b) if contained in the partnership agreement, the provision is
17ineffective in the record.
AB854,72,20 18(4) Subject to sub. (3), if a record delivered by a limited partnership to the
19department for filing becomes effective and conflicts with a provision of the
20partnership agreement, all of the following apply:
AB854,72,2221 (a) The agreement prevails as to partners, persons dissociated as partners, and
22transferees.
AB854,72,2423 (b) The record prevails as to other persons to the extent they reasonably rely
24on the record.
AB854,73,2
1179.0108 Required information. A limited partnership shall maintain all
2of the following information:
AB854,73,5 3(1) A current list showing the full name and last known street and mailing
4address of each partner, separately identifying the general partners, in alphabetical
5order, and the limited partners, in alphabetical order.
AB854,73,8 6(2) A copy of the initial certificate of limited partnership and all amendments
7to and restatements of the certificate, together with signed copies of any powers of
8attorney under which any certificate, amendment, or restatement has been signed.
AB854,73,10 9(3) A copy of any filed articles of merger, interest exchange, conversion, or
10domestication.
AB854,73,12 11(4) A copy of the partnership's federal, state, and local income tax returns, if
12any, for the 3 most recent years.
AB854,73,14 13(5) A copy of any partnership agreement made in a record and any amendment
14made in a record to any partnership agreement.
AB854,73,16 15(6) A copy of the financial statements of the partnership, if any, for the 3 most
16recent years.
AB854,73,18 17(7) A copy of the 3 most recent annual reports delivered by the partnership to
18the department pursuant to s. 179.0212.
AB854,73,21 19(8) A copy of any record made by the partnership during the past 3 years of any
20consent given by or vote taken of any partner pursuant to this chapter or the
21partnership agreement.
AB854,73,23 22(9) Unless contained in a partnership agreement made in a record, a record
23stating all of the following:
AB854,73,2524 (a) A description and statement of the agreed value of contributions other than
25money made and agreed to be made by each partner.
AB854,74,2
1(b) The times at which, or events upon the occurrence of which, any additional
2contributions agreed to be made by each partner are to be made.
AB854,74,43 (c) For any person that is both a general partner and a limited partner, a
4specification of what transferable interest the person owns in each capacity.
AB854,74,65 (d) Any events upon the occurrence of which the partnership is to be dissolved
6and its activities and affairs wound up.
AB854,74,14 7179.0109 Dual capacity. A person may be both a general partner and a
8limited partner. A person that is both a general and limited partner has the rights,
9powers, duties, and obligations provided by this chapter and the partnership
10agreement in each of those capacities. When the person acts as a general partner,
11the person is subject to the obligations, duties, and restrictions under this chapter
12and the partnership agreement for general partners. When the person acts as a
13limited partner, the person is subject to the obligations, duties, and restrictions
14under this chapter and the partnership agreement for limited partners.
AB854,74,18 15179.0110 Nature, purpose, and duration of limited partnership. (1) A
16limited partnership is an entity distinct from its partners. A limited partnership is
17the same entity regardless of whether its certificate states that the limited
18partnership is a limited liability limited partnership.
AB854,74,20 19(2) A limited partnership may have any lawful purpose, regardless of whether
20for profit.
AB854,74,21 21(3) A limited partnership has perpetual duration.
AB854,74,24 22179.0111 Powers. A limited partnership has the capacity to sue and be sued
23in its own name and the power to do all things necessary or convenient to carry on
24its activities and affairs.
AB854,75,2
1179.0112 Applicability. (1) This chapter applies to a limited partnership
2formed on or after January 1, 2021.
AB854,75,4 3(2) On January 1, 2021, this chapter applies to a limited partnership formed
4before January 1, 2021, except as follows:
AB854,75,105 (a) If a limited partnership elects, in a manner allowed by law for amending the
6partnership agreement, to be subject to this chapter as of any date between the
7effective date of this paragraph .... [LRB inserts date], and January 1, 2021, and files
8with the department a statement of applicability to that effect, this chapter applies
9to the limited partnership as of the date that the statement of applicability is
10effective under s. 179.0207.
AB854,75,2411 (b) If a limited partnership elects, in a manner allowed by law for amending the
12partnership agreement, to continue to be subject to ch. 179, 2017 stats., and ch. 178,
132013 stats., to the extent not inconsistent with ch. 179, 2017 stats., and files with the
14department a statement of nonapplicability to that effect prior to January 1, 2021,
15the limited partnership shall not be subject to this chapter, except for requirements
16relating to filing or obtaining copies of records with the department, receiving or
17responding to notices from the department, and complying with administrative rules
18promulgated under this chapter. The limited partnership shall instead be and
19remain subject to ch. 179, 2017 stats., and ch. 178, 2013 stats., to the extent not
20inconsistent with ch. 179, 2017 stats. Thereafter, if the partnership elects, in such
21manner, to be subject to this chapter as of any subsequent date and files with the
22department a statement of applicability to that effect, this chapter applies to the
23limited partnership as of the date that the statement of applicability is effective
24under s. 179.0207.
AB854,76,2
1(c) Any statement of applicability to be subject to this chapter pursuant to a
2valid election by the limited partnership shall be irrevocable upon such filing.
AB854,76,43 (d) Upon this chapter becoming applicable with respect to a limited
4partnership, all of the following apply:
AB854,76,75 1. This chapter shall not, and the corresponding provisions of ch. 179, 2017
6stats., shall, be applicable with respect to obligations incurred by the limited
7partnership prior to such applicability.
AB854,76,118 2. Any provisions of a partnership agreement that were valid and in effect
9immediately prior to this chapter becoming applicable with respect to the limited
10partnership shall continue to be valid and applicable to the extent allowed under
11prior law.
AB854,76,13 12179.0113 Supplemental principles of law. Unless displaced by particular
13provisions of this chapter, the principles of law and equity supplement this chapter.
AB854,76,15 14179.0114 Permitted names. (1) The name of a limited partnership may
15contain the name of any partner.
AB854,76,24 16(2) The name of a limited partnership that is not a limited liability limited
17partnership must contain the words “limited partnership," or a variation of these
18words that differs only with respect to the capitalization of letters, or the
19abbreviation “LP" or a variation of this abbreviation that differs only with respect to
20capitalization of letters or punctuation, and may not contain the phrase “limited
21liability limited partnership," or a variation of these words that differs only with
22respect to the capitalization of letters, or the abbreviation “LLLP" or a variation of
23this abbreviation that differs only with respect to capitalization of letters or
24punctuation.
AB854,77,7
1(3) The name of a limited liability limited partnership must contain the phrase
2“limited liability limited partnership," or a variation of these words that differs only
3with respect to the capitalization of letters, or the abbreviation “LLLP" or a variation
4of this abbreviation that differs only with respect to capitalization of letters or
5punctuation, and may not contain the words “limited partnership” other than in the
6phrase “limited liability limited partnership” or the abbreviation “LP" other than in
7the abbreviation “LLLP.”
AB854,77,10 8(4) The name of a limited partnership, and the name under which a foreign
9limited partnership may register to do business in this state, must be distinguishable
10on the records of the department from all of the following:
AB854,77,1211 (a) Any name of an existing person whose formation required the filing of a
12record by the department and which is not at the time administratively dissolved.
AB854,77,1413 (b) Any name of a limited liability partnership whose statement of qualification
14is in effect.
AB854,77,1615 (c) Any name under which a person is registered to do business in this state by
16a filing of a record by the department.
AB854,77,1817 (d) Any name that is reserved under s. 179.0115 or other law of this state
18providing for the reservation of a name by a filing of a record by the department.
AB854,77,2019 (e) Any name that is registered under s. 179.0116 or other law of this state
20providing for the registration of a name by a filing of a record by the department.
AB854,77,25 21(4m) A limited partnership or foreign limited partnership may apply to the
22department for authorization to use in this state a name that is not distinguishable
23upon the records of the department from one or more of the names described in sub.
24(4). The department shall authorize use of the name applied for if any of the following
25occurs:
AB854,78,7
1(a) The corporation, limited liability company, nonstock corporation, limited
2partnership, limited liability partnership, foreign limited partnership, general
3cooperative association, or limited cooperative association that has or has registered
4or reserved the name consents in writing to the use and submits an undertaking in
5a form satisfactory to the department to change its name to a name that is
6distinguishable upon the records of the department from the name of the applicant,
7or to cancel the registration or reservation.
AB854,78,108 (b) The applicant delivers to the department a certified copy of a final judgment
9of a court of competent jurisdiction establishing the applicant's right to use the name
10applied for in this state.
AB854,78,19 11(6) In determining whether a name is the same as or not distinguishable on the
12records of the department from the name of another person, words, phrases, or
13abbreviations indicating a type of entity, such as “corporation," “ Corp.,"
14“incorporated," “service corporation,” “SC,” “ Inc.," “Limited," “Ltd.," “limited
15partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
16partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
17“limited liability company," “LLC," “cooperative association," or “cooperative," or a
18variation of these abbreviations that differs only with respect to capitalization of
19letters or punctuation, may not be taken into account.
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