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.
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:
179.64(1)(a)
(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement, except as provided in
s. 179.105 (2); or
179.64(2)
(2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in
subchs. V and
VI. The assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.
179.64(3)
(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under
ss. 179.17 and
179.42.
179.64 History
History: 1983 a. 173;
1989 a. 232.
179.65
179.65
Power of estate of deceased or incompetent partner. If a partner who is an individual dies or is adjudged incompetent to manage his or her person or property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, limited liability company, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
179.65 History
History: 1983 a. 173;
1993 a. 112.
DISSOLUTION
179.71
179.71
Nonjudicial dissolution. A limited partnership is dissolved and its affairs shall be wound up on the happening of the first of the following:
179.71(1)
(1) At the time specified in the certificate of limited partnership.
179.71(1m)
(1m) Upon the happening of events specified in writing in the partnership agreement, except as provided in
s. 179.105 (2).
179.71(2)
(2) On the written consent of all partners.
179.71(3)
(3) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.
179.71(4)
(4) On the entry of an order of judicial dissolution under
s. 179.72.
179.71 History
History: 1983 a. 173;
1989 a. 232.
179.72
179.72
Judicial dissolution. On application by or for a partner the circuit court may order dissolution of a limited partnership, if it is not practicable to carry on the business under the partnership agreement.
179.72 History
History: 1983 a. 173.
179.73
179.73
Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee.
179.73 History
History: 1983 a. 173.
179.74
179.74
Distribution of assets. Except as provided in
s. 179.105 (3), on the winding up of a limited partnership, the assets shall be distributed in the following order:
179.74(1)
(1) To creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under
s. 179.51 or
179.54.
179.74(2)
(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under
s. 179.51 or
179.54.
179.74(3)
(3) Except as provided in the partnership agreement, to partners in the following order:
179.74(3)(a)
(a) For the return of their contributions in the proportions in which the partners share in distributions.
179.74(3)(b)
(b) For their partnership interests in the proportions in which the partners share in distributions.
179.74 History
History: 1983 a. 173;
1989 a. 232.
FOREIGN LIMITED PARTNERSHIPS
179.81
179.81
Law governing. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners.
179.81 History
History: 1983 a. 173.
179.82
179.82
Registration. Before transacting business in this state, a foreign limited partnership shall register with the department. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth all of the following:
179.82(1)
(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state.
179.82(2)
(2) The state and date of its formation.
179.82(4)
(4) The name and address of an agent for service of process on the foreign limited partnership, who must be an individual resident of this state, a domestic corporation or limited liability company, or a foreign corporation or limited liability company having a place of business and authorized to do business in this state.
179.82(5)
(5) A statement that the department is appointed the agent of the foreign limited partnership for service of process under
s. 179.88 if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.
179.82(6)
(6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not required, of the principal office of the foreign limited partnership.
179.82(7)
(7) The name and business address of each general partner.
179.82(8)
(8) The address of the office at which the foreign limited partnership keeps a list of the names and addresses of the limited partners and their capital contributions, and an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.
179.83
179.83
Issuance of registration. 179.83(1)
(1) If the department finds that an application for registration conforms to law and all requisite fees have been paid, the department shall:
179.83(1)(a)
(a) Endorse on the application the word "Filed", and the month, day and year of the filing thereof.
179.83(1)(b)
(b) File a duplicate original of the application.
179.83(1)(c)
(c) Issue a certificate of registration to transact business in this state.
179.83(2)
(2) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.
179.83 History
History: 1983 a. 173;
1995 a. 27.
179.84
179.84
Name. A foreign limited partnership may register with the department under any name that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.
179.84 History
History: 1983 a. 173;
1995 a. 27.
179.85
179.85
Amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the department, together with a filing fee of $15, a certificate, signed and sworn to by a general partner, correcting the statement.
179.85 History
History: 1983 a. 173;
1995 a. 27.
179.86
179.86
Cancellation of registration. 179.86(1)
(1) A foreign limited partnership may cancel its registration by filing with the department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner.
179.86(2)
(2) A cancellation does not terminate the authority of the department to accept service of process on the foreign limited partnership with respect to claims arising out of the transaction of business in this state.
179.86 History
History: 1983 a. 173;
1995 a. 27.
179.87
179.87
Transaction of business without registration. 179.87(1)(1) A foreign limited partnership transacting business in this state may not initiate any action, suit or proceeding in any court of this state unless it is registered in this state.
179.87(2)
(2) The failure of a foreign limited partnership to register or maintain registration in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending or bringing counterclaims or cross claims in any action, suit or proceeding in any court of this state.
179.87(3)
(3) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
179.87(4)
(4) A foreign limited partnership, by transacting business in this state without registration, appoints the department as its agent for service of process under
s. 179.88 with respect to claims arising out of the transaction of business in this state.
179.87 History
History: 1983 a. 173;
1995 a. 27.
179.88
179.88
Substituted service. Service of process on the department under this subchapter shall be made by serving of duplicate copies of the process on the department, together with a fee of $10. The department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization. The time within which the foreign limited partnership may answer or move to dismiss under
s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.
179.89
179.89
Action by attorney general. The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subchapter.
179.89 History
History: 1983 a. 173.
DERIVATIVE ACTIONS
179.91
179.91
Right to bring derivative action. Subject to
s. 179.92, a limited partner may bring an action on behalf of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
179.91 History
History: 1983 a. 173,
538.
179.92
179.92
Proper plaintiff. In a derivative action, the plaintiff must be a partner at the time of bringing the action and must satisfy any of the following conditions:
179.92(1)
(1) Have been a partner at the time of the transaction which is the subject of the complaint.
179.92(2)
(2) Derive his or her status as a partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
179.92 History
History: 1983 a. 173;
1989 a. 232.
