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.
179.12(2)(d)
(d) The continuation of the business under
s. 179.71 after an event of withdrawal of a general partner.
179.12(2m)
(2m) Within 60 days after the admission of a new general partner, an amendment to a certificate of limited partnership reflecting the event shall be filed.
179.12(3)
(3) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed shall promptly amend the certificate.
179.12(4)
(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
179.12(5)
(5) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event under
sub. (2) if the amendment is filed within the 30-day period specified in
sub. (2).
179.12(6)
(6) Except as otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment is effective on its filing with the department.
179.13
179.13
Cancellation of certificate. A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 with the department and shall specify all of the following:
179.13(1)
(1) The name of the limited partnership.
179.13(2)
(2) The date of filing of its certificate of limited partnership.
179.13(3)
(3) The reason for filing the certificate of cancellation.
179.13(4)
(4) The date of cancellation if it is not the date of filing.
179.13(5)
(5) Any other information the general partners filing the certificate determine.
179.13 History
History: 1983 a. 173;
1995 a. 27.
179.14
179.14
Execution of certificates. 179.14(1)
(1) Each certificate required by this subchapter to be filed with the department shall be executed in the following manner:
179.14(1)(a)
(a) An original certificate of limited partnership must be signed by all general partners.
179.14(1)(b)
(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.
179.14(1)(c)
(c) A certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners.
179.14(2)
(2) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
179.14(3)
(3) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated in the certificate are true.
179.15
179.15
Execution of certificate by court order. If a person required by
s. 179.14 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the department to record an appropriate certificate.
179.16
179.16
Filing with the department of financial institutions. 179.16(1)(1) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation or of any court order under
s. 179.15 shall be delivered to the department. A person who executes a certificate as an officer, general partner or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the document does not conform to law, upon receipt of all filing fees the department shall do all of the following:
179.16(1)(a)
(a) Endorse on each duplicate original the word "Filed" and the day, month and year of the filing.
179.16(1)(b)
(b) File one duplicate original with the department.
179.16(1)(c)
(c) Return the other duplicate original to the person who filed it or his or her representative.
179.16(2)
(2) Upon the filing of a certificate of amendment or court order of amendment in the department, the certificate of limited partnership shall be amended as set forth in the certificate or order, and upon the effective date of a certificate of cancellation or court order of cancellation, the certificate of limited partnership is canceled.
179.16(3)(a)(a) The department may waive any of the following:
179.16(3)(a)2.
2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.
179.16(3)(b)
(b) A waiver under
par. (a) occurs when the document is filed.
179.16(4)
(4) The department shall charge and collect for:
179.16(4)(a)
(a) Answering a request for verification of the existence or the registration of a domestic or foreign limited partnership, its name, its current record office or agent, or the date of registration or filing of a certificate of limited partnership, the following amounts:
179.16(4)(b)
(b) Answering in writing a request for information specified in
par. (a) plus a list of the names and addresses of the general partners and the address of the record office or, if a foreign limited partnership, its principal office or other such office required to be maintained in its state of organization, $7; and, if the list of general partners exceeds one page, 50 cents for each additional page.
179.16(5)
(5) The department shall charge and collect, for processing a document required or permitted to be filed under this chapter in an expeditious manner, or preparing the information under
sub. (4) in an expeditious manner, the expedited service fee under
s. 182.01 (4) in addition to the fee required by other provisions of this chapter.
179.17
179.17
Liability for false statement in certificate. If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reliance on the statement may recover damages for the loss from any of the following:
