SUBCHAPTER III
LIMITED PARTNERS
179.21   Admission of limited partners.
179.22   Voting.
179.23   Liability to 3rd parties.
179.24   Same; mistake as to status as limited partner.
179.25   Information.
SUBCHAPTER IV
GENERAL PARTNERS
179.31   Admission of additional general partners.
179.32   Events of withdrawal.
179.33   General partner powers and liabilities.
179.34   Contributions by general partner.
179.35   Voting.
SUBCHAPTER V
FINANCE
179.41   Form of contribution.
179.42   Liability for contribution.
179.43   Sharing of profits and losses.
179.44   Sharing of distributions.
SUBCHAPTER VI
DISTRIBUTIONS AND WITHDRAWALS
179.51   Interim distributions.
179.52   Withdrawal of general partner.
179.53   Withdrawal of limited partner.
179.54   Distribution on withdrawal.
179.55   Distribution in kind.
179.56   Right to distribution.
179.57   Limitations on distribution.
179.58   Liability on return of contribution.
SUBCHAPTER VII
ASSIGNMENT OF PARTNERSHIP INTERESTS
179.61   Nature of partnership interest.
179.62   Assignment of partnership interest.
179.63   Rights of creditor.
179.64   Right of assignee to become limited partner.
179.65   Power of estate of deceased or partner adjudicated incompetent.
SUBCHAPTER VIII
DISSOLUTION; CONVERSION; MERGER
179.70   Definitions.
179.71   Nonjudicial dissolution.
179.72   Judicial dissolution.
179.73   Winding up.
179.74   Distribution of assets.
179.76   Conversion.
179.77   Merger.
SUBCHAPTER IX
FOREIGN LIMITED PARTNERSHIPS
179.81   Law governing.
179.82   Registration.
179.83   Issuance of registration.
179.84   Name.
179.85   Amendments.
179.86   Cancellation of registration.
179.87   Transaction of business without registration.
179.88   Substituted service.
179.89   Action by attorney general.
SUBCHAPTER X
DERIVATIVE ACTIONS
179.91   Right to bring derivative action.
179.92   Proper plaintiff.
179.93   Pleading.
179.94   Expenses.
subch. I of ch. 179 SUBCHAPTER I
GENERAL PROVISIONS
179.01 179.01 Definitions. In this chapter:
179.01(1) (1)“Certificate of limited partnership" means the certificate under s. 179.11, as amended under s. 179.12 or restated under s. 179.185.
179.01(2) (2)“Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.
179.01(2m) (2m)“Department" means the department of financial institutions.
179.01(3) (3)“Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner under s. 179.32.
179.01(4) (4)“Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.
179.01(5) (5)“General partner" means a person who has been admitted to a limited partnership as a general partner under the partnership agreement and named in the certificate of limited partnership as a general partner.
179.01(6) (6)“Limited partner" means a person who has been admitted to a limited partnership as a limited partner under the partnership agreement.
179.01(7) (7)“Limited partnership" and “domestic limited partnership" mean a partnership formed by 2 or more persons under this chapter and having one or more general partners and one or more limited partners.
179.01(8) (8)“Partner" means a limited or general partner, and includes a personal representative or trustee to the extent authorized by the governing instrument or court order.
179.01(9) (9)“Partnership agreement" means any valid agreement of the partners as to the affairs of a limited partnership and the conduct of its business.
179.01(10) (10)“Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
179.01 History History: 1983 a. 173; 1989 a. 232; 1995 a. 27.
179.02 179.02 Name. The name of a limited partnership:
179.02(1) (1)Shall contain the words “limited partnership" or the abbreviation “L.P." or “LP".
179.02(2) (2)May not contain the name of a limited partner unless:
179.02(2)(a) (a) It is also the name of a general partner or the corporate name of a corporate general partner or of a limited liability company general partner; or
179.02(2)(b) (b) The business of the limited partnership had been carried on under that name before the admission of that limited partner.
179.02(4) (4)May not be the same as, or deceptively similar to, the name of any corporation, limited liability company or limited partnership organized under the laws of this state or licensed or registered as a foreign corporation, limited liability company or limited partnership in this state.
179.02 History History: 1983 a. 173; 1989 a. 232; 1993 a. 112; 2005 a. 476.
179.03 179.03 Reservation of name.
179.03(1)(1)The exclusive right to the use of a name may be reserved by any of the following:
179.03(1)(a) (a) Any person intending to organize a limited partnership under this chapter and to adopt that name.
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2017-18 Wisconsin Statutes updated through 2019 Wis. Act 186 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on August 1, 2020. Published and certified under s. 35.18. Changes effective after August 1, 2020, are designated by NOTES. (Published 8-1-20)