AB566,136,108 2. If the partnership does not have a remaining general partner, the passage
9of 90 days after the dissociation unless, before the end of the period, all of the
10following occur:
AB566,136,1411 a. Consent to continue the activities and affairs of the partnership and admit
12at least one general partner is given by limited partners owning a majority of the
13rights to receive distributions as limited partners at the time the consent is to be
14effective.
AB566,136,1615 b. At least one person is admitted as a general partner in accordance with the
16consent.
AB566,136,1917 (d) The passage of 90 consecutive days after the dissociation of the
18partnership's last limited partner unless, before the end of the period, the
19partnership admits at least one limited partner.
AB566,136,2120 (e) The passage of 90 consecutive days during which the partnership has only
21one partner unless, before the end of the period, all of the following are satisfied:
AB566,136,2222 1. The partnership admits at least one person as a partner.
AB566,136,2423 2. If the previously sole remaining partner is only a general partner, the
24partnership admits the person as a limited partner.
AB566,137,2
13. If the previously sole remaining partner is only a limited partner, the
2partnership admits a person as a general partner.
AB566,137,43 (f) On application by a partner, the entry by the circuit court of an order
4dissolving the partnership on any of the following grounds:
AB566,137,65 1. That the conduct of all or substantially all the partnership's activities and
6affairs is unlawful.
AB566,137,97 2. That it is not reasonably practicable to carry on the partnership's activities
8and affairs in conformity with the certificate of limited partnership and partnership
9agreement.
AB566,137,1110 (g) The signing and filing of a notice of administrative dissolution by the
11department under s. 179.0811.
AB566,137,15 12(2) If an event occurs that imposes a deadline on a limited partnership under
13sub. (1) and, before the partnership has met the requirements of the deadline,
14another event occurs that imposes a different deadline on the partnership under sub.
15(1), all of the following apply:
AB566,137,1716 (a) The occurrence of the second event does not affect the deadline caused by
17the first event.
AB566,137,1918 (b) The partnership's meeting of the requirements of the first deadline does not
19extend the second deadline.
AB566,137,22 20179.0802 Winding up. (1) A dissolved limited partnership shall wind up its
21activities and affairs and, except as otherwise provided in s. 179.0803, the
22partnership continues after dissolution only for the purpose of winding up.
AB566,138,2 23(2) (a) In winding up its activities and affairs, a limited partnership shall
24discharge the partnership's debts, obligations, and other liabilities, settle and close

1the partnership's activities and affairs, and marshal and distribute the assets of the
2partnership.
AB566,138,43 (b) In winding up its activities and affairs, a limited partnership may do any
4of the following:
AB566,138,65 1. Amend its certificate of limited partnership to state that the partnership is
6dissolved.
AB566,138,87 2. Preserve the partnership's activities and affairs and property as a going
8concern for a reasonable time.
AB566,138,109 3. Prosecute and defend actions and proceedings, whether civil, criminal, or
10administrative.
AB566,138,1111 4. Transfer the partnership's property.
AB566,138,1212 5. Settle disputes by mediation or arbitration.
AB566,138,1413 6. Deliver to the department for filing a statement of termination stating the
14name of the partnership and that the partnership is terminated.
AB566,138,1515 7. Perform other acts necessary or appropriate to the winding up.
AB566,138,20 16(3) If a dissolved limited partnership does not have a general partner, a person
17to wind up the dissolved partnership's activities and affairs may be appointed by the
18affirmative vote or consent of limited partners owning a majority of the rights to
19receive distributions as limited partners at the time the vote or consent is to be
20effective. All of the following apply to a person appointed under this subsection:
AB566,138,2421 (a) The person has the powers of a general partner under s. 179.0804 but is not
22liable for the debts, obligations, and other liabilities of the partnership solely by
23reason of having or exercising those powers or otherwise acting to wind up the
24dissolved partnership's activities and affairs.
AB566,139,3
1(b) The person shall deliver promptly to the department for filing an
2amendment to the partnership's certificate of limited partnership stating all of the
3following:
AB566,139,44 1. That the partnership does not have a general partner.
AB566,139,55 2. The name and street and mailing addresses of the person.
AB566,139,76 3. That the person has been appointed pursuant to this subsection to wind up
7the partnership.
AB566,139,11 8(4) On the application of a partner, the circuit court may order judicial
9supervision of the winding up of a dissolved limited partnership, including the
10appointment of a person to wind up the partnership's activities and affairs, if any of
11the following applies:
AB566,139,1312 (a) The partnership does not have a general partner and within a reasonable
13time following the dissolution no person has been appointed pursuant to sub. (3).
AB566,139,1414 (b) The applicant establishes other good cause.
AB566,139,19 15179.0803 Rescinding dissolution. (1) A limited partnership may rescind
16its dissolution, unless a statement of termination applicable to the partnership has
17become effective, the circuit court has entered an order under s. 179.0801 (1) (f)
18dissolving the partnership, or the department has dissolved the partnership under
19s. 179.0811.
AB566,139,20 20(2) Rescinding dissolution under this section requires all of the following:
AB566,139,2121 (a) The affirmative vote or consent of each partner.
AB566,139,2422 (b) If the limited partnership has delivered to the department for filing an
23amendment to the certificate of limited partnership stating that the partnership is
24dissolved, delivery to the department for filing of one of the following:
AB566,140,2
11. If the amendment has not become effective, a statement of withdrawal under
2s. 179.0208 applicable to the amendment.
AB566,140,43 2. If the amendment has become effective, an amendment to the certificate of
4limited partnership stating that dissolution has been rescinded under this section.
AB566,140,5 5(3) If a limited partnership rescinds its dissolution, all of the following apply:
AB566,140,76 (a) Subject to par. (c), the partnership resumes carrying on its activities and
7affairs as if dissolution had never occurred.
AB566,140,98 (b) Subject to par. (c), the rescission relates back to and takes effect as of the
9effective date of the dissolution.
AB566,140,1210 (c) The rights of a person arising out of an act or omission in reliance on the
11dissolution before the person knew or had notice of the rescission are not adversely
12affected.
AB566,140,15 13179.0804 Power to bind partnership after dissolution. (1) A limited
14partnership is bound by a general partner's act with respect to a transaction with
15another party after dissolution if any of the following applies:
AB566,140,1916 (a) The act is appropriate for winding up the partnership's activities and
17affairs, unless the partner did not have authority to act for the partnership in the
18particular matter and the party with which the partner was dealing knew or had
19notice that the partner lacked authority.
AB566,140,2220 (b) The act would have bound the partnership under s. 179.0402 before
21dissolution if, at the time the other party enters into the transaction, the other party
22does not know or have notice of the dissolution.
AB566,140,25 23(2) A person dissociated as a general partner binds a limited partnership with
24respect to a transaction with another party through an act occurring after dissolution
25if all of the following apply:
AB566,141,2
1(a) At the time the other party enters into the transaction, less than 2 years has
2passed since the dissociation.
AB566,141,53 (b) At the time the other party enters into the transaction, the other party does
4not know or have notice of the dissociation and reasonably believes that the person
5is a general partner.
AB566,141,96 (c) The act is appropriate for winding up the partnership's activities and affairs,
7or the act would have bound the partnership under s. 179.0402 before dissolution and
8at the time the other party enters into the transaction the other party does not know
9or have notice of the dissolution.
AB566,141,14 10179.0805 Liability after dissolution of general partner and person
11dissociated as general partner. (1)
If a general partner having knowledge of the
12dissolution causes a limited partnership to incur an obligation under s. 179.0804 (1)
13by an act that is not appropriate for winding up the partnership's activities and
14affairs, the general partner is liable to all of the following:
AB566,141,1615 (a) The partnership, for any damage caused to the partnership arising from the
16obligation.
AB566,141,1917 (b) If another general partner or person dissociated as a general partner is
18liable for the obligation, that other general partner or person, for any damage caused
19to that other general partner or person arising from the liability.
AB566,141,21 20(2) If a person dissociated as a general partner causes a limited partnership
21to incur an obligation under s. 179.0804 (2), the person is liable to all of the following:
AB566,141,2322 (a) The partnership, for any damage caused to the partnership arising from the
23obligation.
AB566,142,3
1(b) If a general partner or another person dissociated as a general partner is
2liable for the obligation, the general partner or other person, for any damage caused
3to the general partner or other person arising from the obligation.
AB566,142,6 4179.0806 Known claims against dissolved limited partnership. (1)
5Except as otherwise provided in sub. (4), a dissolved limited partnership may give
6notice of a known claim under sub. (2), which has the effect provided in sub. (3).
AB566,142,8 7(2) A dissolved limited partnership may in a record notify its known claimants
8of the dissolution. The notice must do all of the following:
AB566,142,99 (a) Specify the information required to be included in a claim.
AB566,142,1110 (b) State that a claim must be in writing and provide a mailing address to which
11the claim is to be sent.
AB566,142,1312 (c) State the deadline for receipt of a claim, which may not be less than 120 days
13after the date the notice is effective under s. 179.0103 (7m).
AB566,142,1414 (d) State that the claim will be barred if not received by the deadline.
AB566,142,1815 (e) Unless the partnership has been throughout its existence a limited liability
16limited partnership, state that the barring of a claim against the partnership will
17also bar any corresponding claim against any general partner or person dissociated
18as a general partner which is based on s. 179.0404.
AB566,142,21 19(3) A claim against a dissolved limited partnership is barred if the claim is a
20known claim and the notice requirements of sub. (2) are met with respect to the claim
21and any of the following applies:
AB566,142,2222 (a) The claim is not received by the specified deadline.
AB566,142,2423 (b) If the claim is timely received but rejected by the partnership, all of the
24following apply:
AB566,143,4
11. The partnership notifies the claimant in a record stating that the claim is
2rejected and will be barred unless the claimant commences an action against the
3partnership to enforce the claim within 90 days after the notice is effective under s.
4179.0103 (7m).
AB566,143,65 2. The claimant does not commence the required action within 90 days after
6the notice of rejection is effective under s. 179.0103 (7m).
AB566,143,10 7(4) This section does not apply to a claim based on an event occurring after the
8date of dissolution or a liability that on that date is contingent, or a liability for an
9additional assessment under s. 71.74 or for sales and use taxes determined as owing
10under s. 77.59.
AB566,143,11 11(4r) The provisions of s. 179.0103 (7m) shall apply to notices under this section.
AB566,143,15 12179.0807 Claims against dissolved limited partnership generally. (1)
13A dissolved limited partnership may publish notice of its dissolution and request
14persons having claims, whether known or unknown, against the partnership to
15present them in accordance with the notice.
AB566,143,16 16(2) A notice under sub. (1) must satisfy all of the following:
AB566,143,2017 (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of
18general circulation in the county in this state in which the dissolved limited
19partnership's principal office is located or, if the principal office is not located in this
20state, in the county in which the partnership's registered office is or was last located.
AB566,143,2321 (b) It must describe the information required to be contained in a claim, state
22that the claim must be in writing, and provide a mailing address to which the claim
23is to be sent.
AB566,144,3
1(c) It must state that a claim against the partnership is barred unless an action
2to enforce the claim is commenced not later than 2 years after publication of the
3notice.
AB566,144,74 (d) Unless the partnership has been throughout its existence a limited liability
5limited partnership, it must state that the barring of a claim against the partnership
6will also bar any corresponding claim against any general partner or person
7dissociated as a general partner which is based on s. 179.0404.
AB566,144,11 8(3) If a dissolved limited partnership publishes a notice in accordance with sub.
9(2), the claim of each of the following claimants is barred unless the claimant
10commences an action to enforce the claim against the partnership not later than 2
11years after the publication date of the notice:
AB566,144,1212 (a) A claimant that did not receive notice in a record under s. 179.0806.
AB566,144,1413 (b) A claimant whose claim was timely sent to the partnership but not acted
14on.
AB566,144,1615 (c) A claimant whose claim is contingent at, or based on an event occurring
16after, the date of dissolution.
AB566,144,18 17(4) A claim not barred under this section or s. 179.0806 may be enforced against
18any of the following:
AB566,144,1919 (a) A dissolved limited partnership, to the extent of its undistributed assets.
AB566,144,2520 (b) Except as otherwise provided in s. 179.0808, if assets of the partnership
21have been distributed after dissolution, a partner or transferee to the extent of that
22person's proportionate share of the claim or of the partnership's assets distributed
23to the partner or transferee after dissolution, whichever is less, but a person's total
24liability for all claims under this paragraph may not exceed the total amount of
25assets distributed to the person after dissolution.
AB566,145,1
1(c) Any person liable on the claim under s. 179.0404 or 179.0607.
AB566,145,11 2179.0808 Court proceedings. (1) A dissolved limited partnership that has
3published a notice under s. 179.0807 may file an application with the circuit court
4in the county in this state where the partnership's principal office is located or, if the
5principal office is not located in this state, where the partnership's registered office
6is or was last located, for a determination of the amount and form of security to be
7provided for payment of claims that are contingent or are not known to the
8partnership or that are based on an event occurring after the effective date of
9dissolution but that, based on the facts known to the partnership, are reasonably
10expected to arise after the effective date of dissolution. Provision need not be made
11for any claim that is or is reasonably anticipated to be barred under s. 179.0807.
AB566,145,14 12(2) Not later than 10 days after the filing of an application under sub. (1), the
13dissolved limited partnership shall give notice of the proceeding to each claimant
14holding a contingent claim whose contingent claim is known to the partnership.
AB566,145,18 15(3) In any proceeding under this section, the court may appoint a guardian ad
16litem to represent all claimants whose identities are unknown. The reasonable fees
17and expenses of the guardian, including all reasonable expert witness fees, must be
18paid by the dissolved limited partnership.
AB566,145,24 19(4) A dissolved limited partnership that provides security in the amount and
20form ordered by the court under sub. (1) satisfies the partnership's obligations with
21respect to claims that are contingent, are not known to the partnership, or are based
22on an event occurring after the effective date of dissolution, and such claims may not
23be enforced against a partner or transferee on account of assets received in
24liquidation.
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