Wisconsin Legislature: 179.33(1)

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)(b) (b) Files a voluntary petition in bankruptcy;

179.32(4)(c) (c) Is adjudicated as bankrupt or insolvent;

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)(a) (a) His or her death; or

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.

179.32 History History: 1983 a. 173; 1989 a. 232; 1993 a. 112.

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.

179.33(2) (2)

179.33(2)(a)(a) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

179.33(2)(b) (b) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

179.33 History History: 1983 a. 173.

179.34 179.34 Contributions by general partner. A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the limited partnership as a limited partner.

179.34 History History: 1983 a. 173.

179.35 179.35 Voting. The partnership agreement may grant to all or certain identified general partners the right to vote, on a per person or any other basis, separately or with all or any class of the limited partners, on any matter.

179.35 History History: 1983 a. 173.

subch. V of ch. 179 SUBCHAPTER V

FINANCE

179.41 179.41 Form of contribution. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

179.41 History History: 1983 a. 173.

179.42 179.42 Liability for contribution.

179.42(1) (1) A promise by a limited partner to contribute to the limited partnership is not enforceable unless specified in writing and signed by the limited partner or specified in a provision of the certificate of limited partnership in existence on April 28, 1990.

179.42(1m) (1m) Except as provided in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept under s. 179.05, of the stated contribution that has not been made.

179.42(2) (2) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership may enforce the original obligation if the creditor extends credit or otherwise acts in reliance on the obligation after the partner signs a writing which reflects the obligation and before a certificate of amendment or cancellation reflecting the compromise is filed.

179.42 History History: 1983 a. 173; 1989 a. 232.

179.43 179.43 Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept under s. 179.05, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. This section does not apply to a limited partnership described in s. 179.105 (3).

179.43 History History: 1983 a. 173; 1989 a. 232.

179.44 179.44 Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept under s. 179.05, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

179.44 History History: 1983 a. 173; 1989 a. 232.

subch. VI of ch. 179 SUBCHAPTER VI

DISTRIBUTIONS AND WITHDRAWALS

179.51 179.51 Interim distributions. Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before its dissolution and winding up thereof:

179.51(1) (1) To the extent and at the times or upon the happening of the events specified in the partnership agreement; and

179.51(2) (2) If any distribution constitutes a return of any part of his or her contribution under s. 179.58 (2), to the extent and at the times or upon the happening of the events specified in provisions of a certificate of limited partnership that are in existence on April 28, 1990.

179.51 History History: 1983 a. 173; 1989 a. 232.

179.52 179.52 Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her.

179.52 History History: 1983 a. 173.

179.53 179.53 Withdrawal of limited partner.

179.53(1) (1) A limited partner may withdraw from a limited partnership only at the time or upon the occurrence of an event specified in writing in the partnership agreement, except as provided in sub. (2) and s. 179.105 (2).

179.53(2) (2) If all of the following conditions are met, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his or her address on the books of the limited partnership at its record office in this state:

179.53(2)(a) (a) The limited partnership was formed prior to July 1, 1996.

179.53(2)(b) (b) On July 1, 1996, the partnership agreement of the limited partnership did not specify in writing the time or the events upon the happening of which a limited partner could withdraw or a definite time for the dissolution and the winding up of the limited partnership.

179.53(2)(c) (c) The limited partnership has not amended its partnership agreement since July 1, 1996, to specify in writing, the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership.

179.53 History History: 1983 a. 173; 1995 a. 400.

179.54 179.54 Distribution on withdrawal. Except as provided in this subchapter, on withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.

179.54 History History: 1983 a. 173; 1985 a. 29; 1989 a. 232.

179.55 179.55 Distribution in kind. Except as provided in writing in the partnership agreement or in a certificate of limited partnership under s. 179.105 (2), a partner has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership.

179.55 History History: 1983 a. 173; 1989 a. 232.

179.56 179.56 Right to distribution. At the time a partner is entitled to receive a distribution, he or she has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution.

179.56 History History: 1983 a. 173.

179.57 179.57 Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

179.57 History History: 1983 a. 173.

179.58 179.58 Liability on return of contribution.

179.58(1) (1) If a partner has received the return of any part of his or her contribution without violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for one year after the return for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the limited partnership.

179.58(2) (2) If a partner has received the return of any part of his or her contribution in violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of 6 years after the return for the amount of the contribution wrongfully returned.

179.58(3) (3) A partner receives a return of his or her contribution to the extent that a distribution to him or her reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept under s. 179.05, of his or her contribution which has not been distributed to him or her.

179.58 History History: 1983 a. 173; 1989 a. 232.

subch. VII of ch. 179 SUBCHAPTER VII

ASSIGNMENT OF PARTNERSHIP INTERESTS

179.61 179.61 Nature of partnership interest. A partnership interest is personal property.

179.61 History History: 1983 a. 173.

179.62 179.62 Assignment of partnership interest. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his or her partnership interest.

179.62 History History: 1983 a. 173.

179.63 179.63 Rights of creditor. On application to the circuit court by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the partnership interest.

179.63 History History: 1983 a. 173.

179.64 179.64 Right of assignee to become limited partner.

179.64(1)(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: