179.185
179.185
Restated certificate. 179.185(1)
(1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department.
179.185(2)
(2) If the restated certificate does not further amend the original certificate, as amended under this subchapter, it shall be executed by a general partner. If the restated certificate further amends the original certificate, as amended under this subchapter, it shall be executed by at least one general partner and by each other general partner designated in the restated certificate as a new general partner.
179.185(3)
(3) A restated certificate of limited partnership shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the limited partnership's present name and, if it has been changed, the name under which the original certificate was filed and the date of filing. A restated certificate shall also state that it was executed and filed under this section. If it was executed by a general partner alone because it does not further amend the original certificate, as amended under this subchapter, it shall state that fact.
179.185(4)
(4) On filing the restated certificate with the department, the original certificate, as amended under this subchapter, is superseded. After its filing, the restated certificate is the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.
179.185(5)
(5) Any amendment effected by the restated certificate is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a certificate of amendment were filed to effect the amendment.
179.19
179.19
Delivery of certificates to limited partners. Upon the return by the department under
s. 179.16 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.
179.19 History
History: 1983 a. 173;
1995 a. 27.
LIMITED PARTNERS
179.21
179.21
Admission of limited partners. 179.21(1)
(1) A person becomes a limited partner when the limited partnership is formed or at any later time specified in the records of the limited partnership for becoming a limited partner.
179.21(1m)
(1m) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as a limited partner:
179.21(1m)(a)
(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.
179.21(1m)(b)
(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided under
s. 179.64, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
179.21 History
History: 1983 a. 173;
1989 a. 232.
179.22
179.22
Voting. Subject to
s. 179.23, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per person or other basis, upon any matter.
179.22 History
History: 1983 a. 173.
179.23
179.23
Liability to third parties. 179.23(1)
(1) Except as provided in
sub. (4), a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. If the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
179.23(2)
(2) A limited partner does not participate in the control of the business solely by doing one or more of the following:
179.23(2)(a)
(a) Being a contractor for or an agent or employe of the limited partnership or of a general partner, being an officer, director or shareholder of a general partner that is a corporation or being a manager or member of a general partner that is a limited liability company.
179.23(2)(b)
(b) Consulting with and advising a general partner with respect to the business of the limited partnership.
179.23(2)(c)
(c) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership.
179.23(2)(e)
(e) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:
179.23(2)(e)1.
1. The dissolution and winding up of the limited partnership.
179.23(2)(e)2.
2. The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership.
179.23(2)(e)3.
3. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business.
179.23(2)(e)5.
5. The removal of a general partner or the admission of an additional general partner.
179.23(2)(e)6.
6. The removal of a limited partner or the admission of an additional limited partner.
179.23(2)(e)7.
7. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.
179.23(2)(e)8.
8. An amendment to the partnership agreement or certificate of limited partnership.
179.23(2)(e)9.
9. Matters related to the business of the limited partnership, other than those described in this subsection, that the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.
179.23(2)(f)
(f) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.
179.23(2)(g)
(g) Requesting or attending a meeting of partners.
179.23(2)(i)
(i) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.
179.23(3)
(3) The enumeration in
sub. (2) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the business of the limited partnership.
179.23(4)
(4) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except as permitted under
s. 179.02 (2) (a), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
179.24
179.24
Same; mistake as to status as limited partner. 179.24(1)(1) Except as provided in
sub. (2), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person:
179.24(1)(a)
(a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
179.24(1)(b)
(b) Withdraws from future equity participation in the enterprise by executing and filing with the department, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph.
179.24(2)
(2) A person who makes a contribution of the kind described under
sub. (1) is liable as a general partner to any 3rd party who satisfies all of the following conditions:
179.24(2)(a)
(a) Transacts business with the enterprise before any of the following occurs:
179.24(2)(a)1.
1. The person withdraws and an appropriate certificate is filed to show withdrawal.
179.24(2)(a)2.
2. An appropriate certificate is filed to show that the person is not a general partner.
179.24(2)(b)
(b) Actually believed in good faith that the person was a general partner at the time of the transaction.
179.25
179.25
Information. Each limited partner has the right to:
179.25(1)
(1) Inspect and copy any of the partnership records required to be maintained by
s. 179.05.
179.25(2)
(2) Obtain from the general partners from time to time upon reasonable demand:
179.25(2)(a)
(a) True and full information regarding the state of the business and financial condition of the limited partnership.
179.25(2)(b)
(b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year.
179.25(2)(c)
(c) Other information regarding the affairs of the limited partnership as is just and reasonable.
179.25 History
History: 1983 a. 173.
GENERAL PARTNERS
179.31
179.31
Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all of the partners, except as provided in
s. 179.105 (2).
179.31 History
History: 1983 a. 173;
1989 a. 232.
179.32
179.32
Events of withdrawal. Except as approved by the written consent of all partners, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
179.32(1)
(1) The general partner withdraws from the limited partnership under
s. 179.52.
179.32(2)
(2) The general partner ceases to be a member of the limited partnership under
s. 179.62.
179.32(3)
(3) The general partner is removed as a general partner in accordance with the partnership agreement.
179.32(4)
(4) Unless otherwise provided in writing in the partnership agreement or in a certificate of limited partnership under
s. 179.105 (2), the general partner:
179.32(4)(a)
(a) Makes an assignment for the benefit of creditors;
179.32(4)(d)
(d) Files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief;
179.32(4)(e)
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding under
par. (d); or
179.32(4)(f)
(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties.
179.32(5)
(5) Unless otherwise provided in writing in the partnership agreement or in a certificate of limited partnership under
s. 179.105 (2), if:
179.32(5)(a)
(a) Within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, the proceeding has not been dismissed;
179.32(5)(b)
(b) Within 90 days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed; or
179.32(5)(c)
(c) Within 90 days after the expiration of any stay under
par. (b) the appointment is not vacated.
179.32(6)
(6) In the case of a general partner who is a natural person:
179.32(6)(b)
(b) The entry of a court order adjudicating him or her incompetent to manage his or her person or estate.
179.32(7)
(7) In the case of a general partner which is a trust, the termination of the trust.
179.32(8)
(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership.
179.32(9)
(9) In the case of a general partner that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or limited liability company or the revocation of its charter.
179.32(10)
(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
179.33
179.33
General partner powers and liabilities. 179.33(1)(1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
