Chapter 179

179.0201(3) (3) A certificate of limited partnership may contain statements as to matters other than those required by sub. (2), but may not vary or otherwise affect the provisions specified in s. 179.0105 (3) and (4) in a manner inconsistent with that section.

179.0201(4) (4) A limited partnership is formed when all of the following occur:

179.0201(4)(a) (a) The certificate of limited partnership becomes effective.

179.0201(4)(b) (b) At least 2 persons have become partners.

179.0201(4)(c) (c) At least one person has become a general partner.

179.0201(4)(d) (d) At least one person has become a limited partner.

179.0201 History History: 2021 a. 258.

179.0202 179.0202 Amendment or restatement of certificate of limited partnership.

179.0202(1) (1) A certificate of limited partnership may be amended or restated at any time.

179.0202(2) (2) To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following:

179.0202(2)(a) (a) The name of the partnership.

179.0202(2)(b) (b) The text of the amendment.

179.0202(3) (3) To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading.

179.0202(4) (4) A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following:

179.0202(4)(a) (a) The admission of a new general partner.

179.0202(4)(b) (b) The dissociation of a person as a general partner.

179.0202(4)(c) (c) The appointment of a person to wind up the limited partnership’s activities and affairs under s. 179.0802 (3) or (4).

179.0202(5) (5) If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy:

179.0202(5)(a) (a) Cause the certificate to be amended.

179.0202(5)(b) (b) If appropriate, deliver to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.

179.0202 History History: 2021 a. 258.

179.0203 179.0203 Signing of records to be delivered for filing to the department.

179.0203(1) (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

179.0203(1)(a) (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.

179.0203(1)(b) (b) An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

179.0203(1)(c) (c) An amendment to the certificate of limited partnership designating as general partner a person admitted under s. 179.0801 (1) (c) 2. following the dissociation of a limited partnership’s last general partner must be signed by that person.

179.0203(1)(d) (d) An amendment to the certificate of limited partnership required by s. 179.0802 (3) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person.

179.0203(1)(e) (e) Any other amendment to the certificate of limited partnership must be signed by all of the following:

179.0203(1)(e)1. 1. At least one general partner listed in the certificate.

179.0203(1)(e)2. 2. Each other person designated in the amendment as a new general partner.

179.0203(1)(e)3. 3. Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies:

179.0203(1)(e)3.a. a. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states.

179.0203(1)(e)3.b. b. The person has previously delivered to the department for filing a statement of dissociation.

179.0203(1)(f) (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.

179.0203(1)(g) (g) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 179.0802 (3) or (4) to wind up the dissolved limited partnership’s activities and affairs.

179.0203(1)(h) (h) Any other record delivered by a limited partnership to the department for filing must be signed by at least one general partner listed in the certificate of limited partnership.

179.0203(1)(i) (i) A statement by a person pursuant to s. 179.0605 (1) (c) stating that the person has dissociated as a general partner must be signed by that person.

179.0203(1)(j) (j) A statement of negation by a person pursuant to s. 179.0306, or a statement of denial by a person pursuant to s. 179.04025, must be signed by that person.

179.0203(1)(k) (k) Any other record delivered on behalf of a person to the department for filing must be signed by that person.

179.0203(2) (2) Any record delivered for filing under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

179.0203(3) (3) A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.

179.0203 History History: 2021 a. 258.

179.0204 179.0204 Signing and filing pursuant to judicial order.

179.0204(1) (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following:

179.0204(1)(a) (a) The person to sign the record.

179.0204(1)(b) (b) The person to deliver the record to the department for filing.

179.0204(1)(c) (c) The department to file the record unsigned.

179.0204(2) (2) If a petitioner under sub. (1) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.

179.0204(3) (3) A record filed under sub. (1) (c) is effective without being signed.

179.0204 History History: 2021 a. 258.

179.0205 179.0205 Liability for inaccurate information in filed record.

179.0205(1) (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:

179.0205(1)(a) (a) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed.

179.0205(1)(b) (b) A general partner if all of the following apply:

179.0205(1)(b)1. 1. The record was delivered for filing on behalf of the partnership.

179.0205(1)(b)2. 2. The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have done any of the following:

179.0205(1)(b)2.a. a. Effected an amendment under s. 179.0202.

179.0205(1)(b)2.b. b. Filed a petition under s. 179.0204.

179.0205(1)(b)2.c. c. Delivered to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.

179.0205(2) (2) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

179.0205 History History: 2021 a. 258.

179.0206 179.0206 Filing requirements.

179.0206(1) (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

179.0206(1)(a) (a) The filing of the record must be required or permitted by this chapter.

179.0206(1)(b) (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

179.0206(1)(c) (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

179.0206(1)(d) (d) The record must be signed by a person authorized or required under this chapter to sign the record.

179.0206(1)(e) (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.

179.0206(1)(f) (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

179.0206(1m) (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document’s failure to satisfy the requirement is immaterial.

179.0206(2) (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.

179.0206(3) (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

179.0206(5) (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

179.0206 History History: 2021 a. 258.

179.0207 179.0207 Effective date and time. Except as otherwise provided in s. 179.0208 and subject to s. 179.0209 (4), a record filed under this chapter is effective as follows:

179.0207(1) (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date:

179.0207(1)(a) (a) The time of day specified in the document as its effective time.

179.0207(1)(b) (b) If no effective time is specified, at the close of business.

179.0207(2) (2) The date that a document is received by the department is determined by the department’s endorsement on the original document under s. 179.0210 (2).

179.0207(3) (3) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

179.0207 History History: 2021 a. 258.

179.0208 179.0208 Withdrawal of filed record before effectiveness.

179.0208(1) (1) Except as otherwise provided in ss. 179.1123 (2), 179.1133 (2), 179.1143 (2), and 179.1153 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

179.0208(2) (2) A statement of withdrawal must satisfy all of the following:

179.0208(2)(a) (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

179.0208(2)(b) (b) It must identify the record to be withdrawn.

179.0208(2)(c) (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

179.0208(3) (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

179.0208 History History: 2021 a. 258.