179.04 Annotation
This section does not provide an exclusive means for service on a limited partnership but merely mandates that a limited partnership maintain an agent for service in the state and provides for substitute service in case the limited partnership fails to comply. Service is governed by s. 801.11 (6), which requires service upon all the general partners known to the plaintiff. Carmain v. Affiliated Capital Corporation,
2002 WI App 271,
258 Wis. 2d 378,
655 N.W.2d 531,
01-3077.
179.045
179.045
Resignation of agent for service of process. 179.045(1)(1) An agent for service of process may resign by executing and filing with the department a statement, in duplicate, containing all of the following information, as applicable:
179.045(1)(a)
(a) The name of the domestic or foreign limited partnership for which the agent is acting.
179.045(1)(b)
(b) The name and current street address of the agent.
179.045(1)(c)
(c) If the agent is acting for a domestic limited partnership, the address of the domestic limited partnership's record office.
179.045(1)(d)
(d) If the agent is acting for a foreign limited partnership, the address of the foreign limited partnership's office in its state of organization.
179.045(2)
(2) The department shall note on one of the duplicates filed under
sub. (1) the date of filing and shall mail that duplicate to the limited partnership at the address provided under
sub. (1) (c) or
(d).
179.045(3)
(3) A resignation under this section is effective on the earlier of the following:
179.045(3)(a)
(a) Thirty days after the date on which the statement is filed under
sub. (1).
179.045(3)(b)
(b) The date on which the appointment of a successor agent is effective.
179.045 History
History: 2001 a. 44.
179.046
179.046
Change of registered office or agent. 179.046(1)
(1) A limited partnership may change its registered office or registered agent, or both, by doing any of the following:
179.046(1)(a)
(a) Delivering to the department for filing a statement of change, together with a fee of $10.
179.046(1)(b)
(b) Including the name of its registered agent and the street address of its registered office, as changed, in an amendment to its certificate of limited partnership.
179.046(2)
(2) Except as provided in
sub. (3), a statement of change under
sub. (1) (a) shall include all of the following information:
179.046(2)(c)
(c) The street address of its registered agent, as changed.
179.046(2)(d)
(d) A statement that, after the changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
179.046(3)
(3) If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or the street address of the registered office, or both, of any limited partnership for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the limited partnership in writing of the change and deliver to the department for filing a signed statement that complies with
sub. (2) and recites that the limited partnership has been notified of the change, together with a fee of $10.
179.046 History
History: 2009 a. 237;
2011 a. 260.
179.05
179.05
Required records. 179.05(1)(1) Each limited partnership shall keep at the record office under
s. 179.04 (1) (a) all of the following:
179.05(1)(a)
(a) A current list of the full name and last-known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.
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, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate 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) Except as otherwise provided in this subsection, a certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The department, by rule, may specify a larger fee for certificates that are filed in paper format. No fee may be collected for filing a certificate of amendment to reflect only a change in the name of a registered agent. The certificate of amendment 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, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate 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.
179.14
179.14
Execution of certificates.
