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.
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 personal representative, 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.
DISSOLUTION; CONVERSION; MERGER
179.70
179.70
Definitions. In this subchapter:
179.70(1)
(1) "Business entity" means a domestic business entity and a foreign business entity.
179.70(3)
(3) "Foreign business entity" means a foreign limited liability company, as defined in
s. 183.0102 (8), a foreign limited partnership, a foreign corporation, as defined in
s. 180.0103 (9), or a foreign corporation, as defined in
s. 181.0103 (13).
179.70 History
History: 2001 a. 44.
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.
179.76(1)(1) A domestic limited partnership may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic limited partnership is converting.
179.76(2)(a)(a) A business entity other than a domestic limited partnership may convert to a domestic limited partnership if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.
179.76(2)(b)
(b) A business entity converting into a domestic limited partnership shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.
179.76(3)
(3) A plan of conversion shall set forth all of the following:
179.76(3)(a)
(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.
179.76(3)(b)
(b) The name, form of business entity, and the identity of the jurisdiction that will govern the business entity after conversion.
179.76(3)(c)
(c) The terms and conditions of the conversion.
179.76(3)(d)
(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.
179.76(3)(e)
(e) The effective date and time of the conversion, if the conversion is to be effective other than at the time of filing the certificate of conversion, as provided under
s. 179.11 (2) or otherwise.
179.76(3)(f)
(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.
179.76(3)(g)
(g) Other provisions relating to the conversion, as determined by the business entity.
179.76(4)
(4) When a conversion is effective, all of the following apply:
179.76(4)(a)1.1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that is converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.
179.76(4)(a)2.
2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.
179.76(4)(b)
(b) The business entity continues to have all liabilities of the business entity that was converted.
179.76(4)(c)
(c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under
s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under
s. 59.43 in the office of the register of deeds for each county in which the real estate is located.
179.76(4)(d)
(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.
179.76(4)(e)
(e) All other provisions of the plan of conversion apply.
179.76(5)
(5) Except as provided under
sub. (7), after a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following together with a fee of $150:
179.76(5)(b)
(b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.
179.76(5)(c)
(c) The registered agent and registered office, record agent and record office, or other similar agent and office of the business entity before and after conversion.
179.76(6)
(6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.
179.76(7)
(7) The department, by rule, may specify a larger fee for filing a certificate of conversion under
sub. (5) in paper format.
179.76 History
History: 2001 a. 44.
179.76 Annotation
Next Economy Legislation: Allowing Complex Business Reorganizations,. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
179.77(1)(1) One or more domestic limited partnerships may merge with or into one or more other business entities if the merger is permitted under the applicable laws of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
179.77(2)
(2) The plan of merger shall set forth all of the following:
179.77(2)(a)
(a) The name, form of business entity, and identity of the jurisdiction governing each business entity that is a party to the merger and the name, form of business entity, and identity of the jurisdiction of the surviving business entity with, or into, which each other business entity proposes to merge.
179.77(2)(b)
(b) The manner and basis of converting the interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or in part.
179.77(3)
(3) The plan of merger may set forth any of the following:
179.77(3)(a)
(a) Amendments to the certificate of limited partnership or other similar governing document of the surviving business entity.
179.77(4)
(4) After a merger is authorized, and at any time before the articles of merger are filed with the department, the planned merger may be abandoned, subject to any contractual rights, without further action on the part of the shareholders or other owners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the governing body of any business entity that is a party to the merger.
179.77(5)
(5) After a plan of merger is approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity, the surviving business entity shall deliver to the department the fee specified under
sub. (5m) and articles of merger that include all of the following:
