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.
AB566,146,4
1179.0809 Liability of general partner and person dissociated as
2general partner when claim against limited partnership barred.
If a claim
3against a dissolved limited partnership is barred under s. 179.0806, 179.0807, or
4179.0808, any corresponding claim under s. 179.0404 or 179.0607 is also barred.
AB566,146,8 5179.0810 Disposition of assets in winding up; when contributions
6required. (1)
In winding up its activities and affairs, a limited partnership shall
7apply its assets, including the contributions required by this section, to discharge the
8partnership's obligations to creditors, including partners that are creditors.
AB566,146,11 9(2) After a limited partnership complies with sub. (1), any surplus must be
10distributed in the following order, subject to any charging order in effect under s.
11179.0703:
AB566,146,1412 (a) To each person owning a transferable interest that reflects contributions
13made and not previously returned, an amount equal to the value of the unreturned
14contributions.
AB566,146,1715 (b) Among persons owning transferable interests, in proportion to their
16respective rights to share in distributions immediately before the dissolution of the
17partnership.
AB566,146,20 18(3) If a limited partnership's assets are insufficient to satisfy all its obligations
19under sub. (1), with respect to each unsatisfied obligation incurred when the
20partnership was not a limited liability limited partnership, the following rules apply:
AB566,147,221 (a) Each person that was a general partner when the obligation was incurred
22and that has not been released from the obligation under s. 179.0607 shall contribute
23to the partnership for the purpose of enabling the partnership to satisfy the
24obligation. The contribution due from each of those persons is in proportion to the

1right to receive distributions in the capacity of a general partner in effect for each of
2those persons when the obligation was incurred.
AB566,147,93 (b) If a person does not contribute the full amount required under par. (a) with
4respect to an unsatisfied obligation of the partnership, the other persons required to
5contribute by par. (a) on account of the obligation shall contribute the additional
6amount necessary to discharge the obligation. The additional contribution due from
7each of those other persons is in proportion to the right to receive distributions in the
8capacity of a general partner in effect for each of those other persons when the
9obligation was incurred.
AB566,147,1210 (c) If a person does not make the additional contribution required by par. (b),
11further additional contributions are determined and due in the same manner as
12provided in that paragraph.
AB566,147,17 13(4) A person that makes an additional contribution under sub. (3) (b) or (c) may
14recover from any person whose failure to contribute under sub. (3) (a) or (b)
15necessitated the additional contribution. A person may not recover under this
16subsection more than the amount additionally contributed. A person's liability
17under this subsection may not exceed the amount the person failed to contribute.
AB566,147,20 18(4r) If a limited partnership does not have sufficient surplus to comply with
19sub. (2) (a), any surplus must be distributed among the owners of transferable
20interests in proportion to the value of the respective unreturned contributions.
AB566,147,21 21(5) All distributions made under sub. (2) must be paid in money.
AB566,147,24 22179.0811 Administrative dissolution. (1) The department may commence
23a proceeding under sub. (2) to dissolve a limited partnership administratively if any
24of the following applies:
AB566,148,2
1(a) The partnership does not pay, within one year after they are due, any fees
2or penalties required to be paid to the department under this chapter.
AB566,148,43 (b) The partnership does not have on file with the department its annual report
4within one year after it is due.
AB566,148,65 (c) The partnership is without a registered agent or registered office in this
6state for at least one year.
AB566,148,97 (d) The partnership does not notify the department within one year that its
8registered agent or registered office has been changed, that its registered agent has
9resigned, or that its registered office has been discontinued.
AB566,148,1010 (e) The partnership violates s. 940.302 (2) or 948.051 (2).
AB566,148,14 11(2) If the department determines that one or more grounds exist for
12administratively dissolving a limited partnership, the department may give the
13partnership notice of the determination. The notice shall be in writing and
14addressed to the registered agent of the limited partnership.
AB566,148,18 15(3) (a) Within 60 days after the notice under sub. (2) takes effect under s.
16179.0103 (7m), the limited partnership shall, with respect to each ground for
17administrative dissolution, either correct it or demonstrate to the reasonable
18satisfaction of the department that it does not exist.
AB566,148,2319 (b) If the limited partnership fails to satisfy par. (a), the department may
20administratively dissolve the partnership. The department shall enter a notation
21in its records to reflect each ground for administrative dissolution and the effective
22date of dissolution and shall give the partnership notice of those facts. The notice
23shall be in writing and addressed to the registered agent of the partnership.
AB566,149,2 24(3m) (a) If a notice under sub. (2) or (3) (b) is returned to the department as
25undeliverable, the department shall again give notice to the limited partnership.

1Except as provided under par. (b), this notice shall be in writing and addressed to the
2principal office of the partnership.
AB566,149,63 (b) If the notice under par. (a) is returned to the department as undeliverable
4or if the limited partnership's principal office cannot be determined from the records
5of the department, the department shall give notice by posting the notice on the
6department's Internet site.
AB566,149,10 7(4) A limited partnership that is administratively dissolved continues in
8existence as an entity but may not carry on any activities except as necessary to wind
9up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806,
10179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812.
AB566,149,12 11(4m) A limited partnership's right to the exclusive use of its name terminates
12on the date of the administrative dissolution under sub. (3) (b).
AB566,149,14 13(5) The administrative dissolution of a limited partnership does not terminate
14the authority of its registered agent.
AB566,149,17 15179.0812 Reinstatement. (1) A limited partnership that is administratively
16dissolved under s. 179.0811 may apply to the department for reinstatement. The
17application shall include all of the following:
AB566,149,1918 (a) The name of the partnership and the effective date of its administrative
19dissolution.
AB566,149,2120 (b) A statement that each ground for dissolution either did not exist or has been
21cured.
AB566,149,2222 (c) A statement that the partnership's name satisfies s. 179.0114.
AB566,149,24 23(2) (a) Upon application, the department shall reinstate a limited partnership
24if the department determines all of the following:
AB566,150,2
11. That the application contains the information required by sub. (1) and the
2information is correct.
AB566,150,43 2. That all fees and penalties owed by the partnership to the department under
4this chapter have been paid.
AB566,150,105 (b) Upon reinstatement of a limited partnership under par. (a), the department
6shall enter a notation in its records revising the notation specified in s. 179.0811 (3)
7(b) to reflect cancellation of the dissolution and reinstatement of the partnership.
8The notation shall state both the department's determination under par. (a) and the
9effective date of reinstatement. The department shall provide notice of the
10reinstatement to the partnership or its representative.
AB566,150,12 11(4) When the reinstatement under this section is effective, all of the following
12shall apply:
AB566,150,1413 (a) Except as provided in par. (c), the reinstatement relates back to and takes
14effect as of the effective date of the administrative dissolution.
AB566,150,1615 (b) Except as provided in par. (c), the limited partnership resumes carrying on
16its activities and affairs as if the administrative dissolution had never occurred.
AB566,150,1817 (c) The rights of a person arising out of an act or omission in reliance on the
18dissolution before the person knew or had notice of the reinstatement are unaffected.
AB566,150,22 19179.0813 Appeal from denial of reinstatement. (1) If the department
20denies a limited partnership's application for reinstatement under s. 179.0812, the
21department shall serve the partnership with a written notice, addressed to the
22registered agent of the partnership, that explains each reason for denial.
AB566,151,5 23(2) The limited partnership may appeal the denial of reinstatement to the
24circuit court for the county where the partnership's principal office or, if none in this
25state, the office of its registered agent is located, within 30 days after service of the

1notice of denial is effective under s. 179.0103 (7m). To appeal, the partnership shall
2petition the court to set aside the administrative dissolution and attach to the
3petition copies of the department's notice of administrative dissolution under s.
4179.0811 (3) (b), the partnership's application for reinstatement under s. 179.0812
5(1), and the department's notice of denial under sub. (1).
AB566,151,7 6(3) The court may order the department to reinstate the limited partnership
7or may take other action that the court considers appropriate.
AB566,151,8 8(4) The court's final decision may be appealed as in other civil proceedings.
AB566,151,99 subchapter IX
AB566,151,10 10ACTIONS BY PARTNERS
AB566,151,16 11179.0901 Direct action by partner. (1) Subject to sub. (2), a partner may
12maintain a direct action against another partner or the limited partnership, with or
13without an accounting as to the partnership's activities and affairs, to enforce the
14partner's rights and protect the partner's interests, including rights and interests
15under the partnership agreement or this chapter or arising independently of the
16partnership relationship.
AB566,151,19 17(2) A partner maintaining a direct action under this section must plead and
18prove an actual or threatened injury that is not solely the result of an injury suffered
19or threatened to be suffered by the limited partnership.
AB566,151,21 20(3) A right to an accounting on a dissolution and winding up does not revive
21a claim barred by law.
AB566,151,23 22179.0902 Derivative action. A partner may maintain a derivative action to
23enforce a right of a limited partnership if any of the following applies:
AB566,152,3
1(1) The partner first makes a demand on the general partners, requesting that
2they cause the limited partnership to bring an action to enforce the right, and the
3general partners do not bring the action within a reasonable time.
AB566,152,4 4(2) A demand under sub. (1) would be futile.
AB566,152,7 5179.0903 Proper plaintiff. A derivative action to enforce a right of a limited
6partnership may be maintained only by a person that is a partner at the time the
7action is commenced and to which any of the following applies:
AB566,152,9 8(1) The person was a partner when the conduct giving rise to the action
9occurred.
AB566,152,12 10(2) The person's status as a partner devolved on the person by operation of law
11or pursuant to the terms of the partnership agreement from a person that was a
12partner at the time of the conduct.
AB566,152,14 13179.0904 Pleading. In a derivative action under s. 179.0902, the complaint
14must state with particularity one of the following:
AB566,152,16 15(1) The date and content of plaintiff's demand and the response to the demand
16by the general partners.
AB566,152,17 17(2) Why demand should be excused as futile.
AB566,153,2 18179.0905 Special litigation committee. (1) If a limited partnership is
19named as or made a party in a derivative proceeding, the partnership may appoint
20a special litigation committee to investigate the claims asserted in the proceeding
21and determine whether pursuing the action is in the best interests of the
22partnership. If the partnership appoints a special litigation committee, on motion
23by the committee made in the name of the partnership, except for good cause shown,
24the court shall stay discovery for the time reasonably necessary to permit the

1committee to make its investigation. This subsection does not prevent the court from
2doing any of the following:
AB566,153,33 (a) Enforcing a person's right to information under s. 179.0304 or 179.0407.
AB566,153,54 (b) Granting extraordinary relief in the form of a temporary restraining order
5or preliminary injunction.
AB566,153,7 6(2) A special litigation committee must be composed of one or more
7disinterested and independent individuals, who may be partners.
AB566,153,8 8(3) A special litigation committee may be appointed as follows:
AB566,153,109 (a) By a majority of the general partners not named as parties in the
10proceeding.
AB566,153,1211 (b) If all general partners are named as parties in the proceeding, by a majority
12of the general partners named as defendants.
AB566,153,14 13(4) After appropriate investigation, a special litigation committee may
14determine that any of the following is in the best interests of the limited partnership:
AB566,153,1515 (a) That the proceeding continue under the control of the plaintiff.
AB566,153,1616 (b) That the proceeding continue under the control of the committee.
AB566,153,1717 (c) That the proceeding be settled on terms approved by the committee.
AB566,153,1818 (d) That the proceeding be dismissed.
AB566,154,5 19(5) After making a determination under sub. (4), a special litigation committee
20shall file with the court a statement of its determination and its report supporting
21its determination and shall serve each party with a copy of the determination and
22report. The court shall determine whether the members of the committee were
23disinterested and independent and whether the committee conducted its
24investigation and made its recommendation in good faith, independently, and with
25reasonable care, with the committee having the burden of proof. If the court finds

1that the members of the committee were disinterested and independent and that the
2committee acted in good faith, independently, and with reasonable care, the court
3shall enforce the determination of the committee. Otherwise, the court shall dissolve
4the stay of discovery entered under sub. (1) and allow the action to continue under
5the control of the plaintiff.
AB566,154,8 6179.0906 Proceeds and expenses. (1) (a) Except as otherwise provided in
7sub. (2), any proceeds or other benefits of a derivative action, whether by judgment,
8compromise, or settlement, belong to the limited partnership and not to the plaintiff.
AB566,154,109 (b) Except as otherwise provided in sub. (2), if the plaintiff receives any
10proceeds, the plaintiff shall remit them immediately to the partnership.
AB566,154,13 11(2) If a derivative action is successful in whole or in part, the court may award
12the plaintiff reasonable expenses, including reasonable attorney fees and costs, from
13the recovery of the limited partnership.
AB566,154,1414 subchapter X
AB566,154,15 15FOREIGN LIMITED PARTNERSHIPS
AB566,154,17 16179.1001 Governing law. (1) The governing law of a foreign limited
17partnership governs all of the following:
AB566,154,1818 (a) The internal affairs of the partnership.
AB566,154,2019 (b) The liability of a partner as partner for a debt, obligation, or other liability
20of the foreign partnership.
AB566,154,23 21(2) A foreign limited partnership is not precluded from registering to do
22business in this state because of any difference between its governing law and the
23law of this state.
AB566,155,2 24(3) Registration of a foreign limited partnership to do business in this state
25does not authorize the foreign partnership to engage in any activities and affairs or

1exercise any power that a limited partnership may not engage in or exercise in this
2state.
AB566,155,5 3179.1002 Registration to do business in this state. (1) A foreign limited
4partnership may not do business in this state until it registers with the department
5under this chapter.
AB566,155,8 6(2) A foreign limited partnership doing business in this state may not maintain
7an action or proceeding in this state unless it has registered to do business in this
8state.
AB566,155,12 9(3) The failure of a foreign limited partnership to register to do business in this
10state does not impair the validity of a contract or act of the foreign partnership or its
11title to property in this state or preclude it from defending an action or proceeding
12in this state.
AB566,155,15 13(4) A limitation on the liability of a general partner or limited partner of a
14foreign limited partnership is not waived solely because the foreign partnership does
15business in this state without registering to do business in this state.
AB566,155,17 16(5) Section 179.1001 (1) and (2) applies even if a foreign limited partnership
17fails to register under this subchapter.
AB566,155,21 18(5m) (a) A foreign limited partnership that does business in this state without
19registering to do business in this state is liable to this state, for each year or any part
20of a year during which it did business in this state without registration, in an amount
21equal to all of the following:
AB566,155,2422 1. All fees and other charges that would have been imposed by this chapter on
23the foreign limited partnership had it properly filed a foreign registration statement
24as required by this section and thereafter filed all reports required by this chapter.
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