Grounds for revocation.
Procedure for and effect of administrative revocation.
Reinstatement following administrative revocation.
Appeal from denial of reinstatement.
Reservation of name.
Registration of name.
Registered agent and registered office.
Change of registered agent or registered office by limited liability partnership.
Resignation of registered agent.
Change of name or address by registered agent.
Service of process, notice, or demand.
Annual report for department.
Registration to do business in this state.
Foreign registration statement.
Amendment or cancellation of foreign registration statement.
Activities not constituting doing business.
Noncomplying name of foreign limited liability partnership.
Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
Transfer of registration.
Grounds for revocation.
Procedure for and effect of revocation.
Appeal from revocation.
Withdrawal of registration of registered foreign limited liability partnership.
Action by attorney general.
MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION
Relationship of subchapter to other laws.
Reference to external facts.
Approval of merger; amendment; abandonment.
Filings required for merger; effective date.
Effect of merger.
Interest exchange authorized.
Plan of interest exchange.
Approval of interest exchange; amendment; abandonment.
Filings required for interest exchange; effective date.
Effect of interest exchange.
Plan of conversion.
Approval of conversion; amendment; abandonment.
Filings required for conversion; effective date.
Effect of conversion.
Plan of domestication.
Approval of domestication; amendment; abandonment.
Filings required for domestication; effective date.
Effect of domestication.
Restrictions on approval of mergers, interest exchanges, conversions and domestications.
Uniformity of application and construction.
Relation to electronic signatures in global and national commerce act.
This chapter may be cited as the “Wisconsin Uniform Partnership Law."
History: 2015 a. 295
In this chapter:
“Business" includes every trade, occupation, and profession.
“Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 178.0403
which is provided by a person to a partnership to become a partner or in the person's capacity as a partner.
“Debtor in bankruptcy" means a person that is the subject of any of the following:
An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.
A comparable order under federal, state, or foreign law governing insolvency.
“Department" means the department of financial institutions.
Except as provided in par. (b)
, “distribution" means a transfer of money or other property from a partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term includes all of the following:
A redemption or other purchase by a partnership of a transferable interest.
A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's business or have access to records or other information concerning the partnership's business.
“Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.
“Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.
“Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
“Entity" means a person other than an individual.
“Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.
“Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to s. 178.0306 (3)
“Foreign partnership" means an association that would be a partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability partnership.
“General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185
“Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 178.0104
or the corresponding applicable law with respect to entities other than domestic partnerships.
“Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
“Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193
“Limited liability partnership," except in the phrase “foreign limited liability partnership," or “domestic limited liability partnership" means a partnership that has filed a statement of qualification under s. 178.0901
and does not have a similar statement in effect in any other jurisdiction.
“Partner" means a person that satisfies all of the following: