179.91 Right to bring derivative action.
GENERAL PROVISIONS
179.01
179.01
Definitions. In this chapter:
179.01(1)
(1) "Certificate of limited partnership" means the certificate under
s. 179.11, as amended under
s. 179.12 or restated under
s. 179.185.
179.01(2)
(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.
179.01(2m)
(2m) "Department" means the department of financial institutions.
179.01(3)
(3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner under
s. 179.32.
179.01(4)
(4) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.
179.01(5)
(5) "General partner" means a person who has been admitted to a limited partnership as a general partner under the partnership agreement and named in the certificate of limited partnership as a general partner.
179.01(6)
(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner under the partnership agreement.
179.01(7)
(7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by 2 or more persons under this chapter and having one or more general partners and one or more limited partners.
179.01(8)
(8) "Partner" means a limited or general partner, and includes a personal representative or trustee to the extent authorized by the governing instrument or court order.
179.01(9)
(9) "Partnership agreement" means any valid agreement of the partners as to the affairs of a limited partnership and the conduct of its business.
179.01(10)
(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
179.02
179.02
Name. The name of a limited partnership:
179.02(1)
(1) Shall contain without abbreviation the words "limited partnership".
179.02(2)
(2) May not contain the name of a limited partner unless:
179.02(2)(a)
(a) It is also the name of a general partner or the corporate name of a corporate general partner or of a limited liability company general partner; or
179.02(2)(b)
(b) The business of the limited partnership had been carried on under that name before the admission of that limited partner.
179.02(4)
(4) May not be the same as, or deceptively similar to, the name of any corporation, limited liability company or limited partnership organized under the laws of this state or licensed or registered as a foreign corporation, limited liability company or limited partnership in this state.
179.03
179.03
Reservation of name. 179.03(1)(1) The exclusive right to the use of a name may be reserved by any of the following:
179.03(1)(a)
(a) Any person intending to organize a limited partnership under this chapter and to adopt that name.
179.03(1)(b)
(b) Any domestic limited partnership or any foreign limited partnership registered in this state which intends to adopt that name.
179.03(1)(c)
(c) Any foreign limited partnership intending to register in this state and adopt that name.
179.03(1)(d)
(d) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.
179.03(2)
(2) The reservation shall be made by filing with the department an application executed by the applicant to reserve a specified name together with a fee of $10, or making a telephone application to reserve a specified name. The fee for a telephone application to reserve a specified name for 60 days is $20. If the department finds that the name is available for use by a domestic limited partnership or foreign limited partnership, the department shall reserve the name for the exclusive use of the applicant for a period of 60 days. The department shall cancel the telephone application to reserve a specified name if the department does not receive the proper fee within 15 business days after the application. Once having reserved a name, the same applicant may not again reserve the same name until more than 60 days after the expiration of the last 60-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the department, together with a fee of $10, a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
179.04
179.04
Record office and agent. 179.04(1)
(1) Each limited partnership shall continuously maintain in this state the following:
179.04(1)(a)
(a) A record office at which shall be kept the records required under
s. 179.05.
179.04(1)(b)
(b) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation or limited liability company, or a foreign corporation or limited liability company authorized to do business in this state.
179.04(2)
(2) If a limited partnership fails to maintain an agent for service of process in this state or if the agent cannot with reasonable diligence be found, substituted service may be made on the department by delivering duplicate copies of the process, together with a fee of $10. The department shall forward one copy by registered mail, addressed to the limited partnership at its record office.
179.05
179.05
Required records. 179.05(1)(1) Each limited partnership shall keep at the record office under
s. 179.04 (1) (a) all of the following:
179.05(1)(a)
(a) A current list of the full name and last-known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.
179.05(1)(b)
(b) A copy of the certificate of limited partnership and all certificates of amendment, together with executed copies of any powers of attorney pursuant to which any certificate has been executed.
179.05(1)(c)
(c) Copies of the limited partnership's federal, state and local income tax returns and reports for the 3 most recent years.
179.05(1)(d)
(d) Copies of any effective written partnership agreements and of any financial statements of the limited partnership for the 3 most recent years.
179.05(1)(e)
(e) Unless contained in an effective written partnership agreement or in a certificate of limited partnership in existence on April 28, 1990, a writing containing all of the following information:
179.05(1)(e)1.
1. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute.
179.05(1)(e)2.
2. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made.
179.05(1)(e)3.
3. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution.
179.05(1)(e)4.
4. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
179.05(2)
(2) Records under
sub. (1) are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
179.06
179.06
Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on.
179.06 History
History: 1983 a. 173.
179.065
179.065
Conveyance of real property of the limited partnership. 179.065(1)(1) If title to real property is in the name of the limited partnership, a general partner may convey title to that property in the name of the limited partnership, unless the certificate of limited partnership provides otherwise.
179.065(2)
(2) Section 178.07 (2) to
(5) governs the authority of a general partner to transfer real property if the property is not in the name of the limited partnership or if the conveyance is not executed in the name of the limited partnership.
179.065 History
History: 1989 a. 231.
179.07
179.07
Business transactions of partner with limited partnership. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and has the same rights and obligations as a person who is not a partner.
179.07 History
History: 1983 a. 173.
179.08
179.08
Offer and sale of securities. No limited partnership formed under this chapter and no other limited partnership may offer or sell any of its securities in this state, unless the securities are registered under
ch. 551 or the securities or the offer or sale of the securities are exempted from registration under
ch. 551.
179.08 History
History: 1983 a. 173.
179.10
179.10
Construction and application. This chapter shall be applied and construed to make uniform the law relating to limited partnerships among states enacting substantially identical laws.
179.10 History
History: 1983 a. 173.
179.105
179.105
Transitional provisions. 179.105(1)
(1) A limited partnership in existence on April 28, 1990, is not required to amend or restate its certificate of limited partnership to include the information specified in
s. 179.11 (1) (dm).
179.105(2)
(2) Any provision of a certificate of limited partnership that is in existence on April 28, 1990, and that conforms with s.
179.31, 1987 stats., s.
179.32 (4) (intro.) or
(5) (intro.), 1987 stats., s.
179.42 (1), 1987 stats., s.
179.53, 1987 stats., s.
179.55, 1987 stats., s.
179.64 (1) (a), 1987 stats., or s.
179.71 (1) or
(3), 1987 stats., is enforceable on and after April 28, 1990, to the same extent that the provision would be enforceable under
s. 179.31,
179.32 (4) (intro.) or
(5) (intro.),
179.42 (1m),
179.53,
179.55,
179.64 (1) (a) or
179.71 (1m) or
(3) if included in a partnership agreement.
179.105(3)
(3) If the application of
s. 179.43,
179.54 or
179.74 to a limited partnership existing on September 1, 1984, would impair any contract provision in existence on September 1, 1984,
s. 179.43,
179.54 or
179.74 does not apply to the limited partnership until the expiration of the contract or unless the parties to the contract agree otherwise.
179.105 History
History: 1989 a. 232;
1991 a. 32.
FORMATION
179.11
179.11
Certificate of limited partnership. 179.11(1)
(1) To form a limited partnership, a certificate of limited partnership must be executed and filed with the department. The certificate shall be filed together with a fee of $70 and shall contain all of the following information:
179.11(1)(c)
(c) The address of the record office and the name and address, including street and number, of the agent for service of process required to be maintained under
s. 179.04.
179.11(1)(d)
(d) The name and business address of each general partner.
179.11(1)(dm)
(dm) The latest date upon which the limited partnership is to dissolve, except as provided in
s. 179.105.
179.11(1)(m)
(m) Any other matters the general partners determine to include.
179.11(2)
(2) A limited partnership is formed at the time of the filing of the certificate of limited partnership with the department or at any later time specified in the certificate of limited partnership, if there has been substantial compliance with this section.
179.12
179.12
Amendments to certificate. 179.12(1)
(1) A certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The certificate shall specify all of the following:
179.12(2)
(2) Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:
179.12(2)(b)
(b) A change in the name of the limited partnership, or a change in the address of the record office or a change in the name or address of the registered agent.
