Each certificate required by this subchapter to be filed with the department shall be executed in the following manner:
An original certificate of limited partnership must be signed by all general partners.
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.
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.
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.
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.
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.
Filing with the department of financial institutions. 179.16(1g)(a)
“Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
“Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
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:
Endorse on each duplicate original the word “Filed" and the day, month and year of the filing.
File one duplicate original with the department.
Return the other duplicate original to the person who filed it or his or her representative.
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.
The department may waive any of the following:
An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.
A waiver under par. (a)
occurs when the document is filed.
The department shall charge and collect, for processing a document required or permitted to be filed under this chapter in an expeditious manner, the fee established under s. 182.01 (4) (d)
in addition to the fee required by other provisions of this chapter.
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:
Any person who executes the certificate, or causes another to execute it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false in any material respect at the time the certificate was executed.
Any general partner who knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under s. 179.15
History: 1983 a. 173
Notice conferred by filing.
The fact that a certificate of limited partnership is on file with the department is notice that the partnership is a limited partnership and the persons designated as general partners are general partners, but it is not notice of any other fact.
Restated certificate. 179.185(1)(1)
A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
If the restated certificate does not further amend the original certificate, as amended under this subchapter, it shall be executed by a general partner. If the restated certificate further amends the original certificate, as amended under this subchapter, it shall be executed by at least one general partner and by each other general partner designated in the restated certificate as a new general partner.
A restated certificate of limited partnership shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the limited partnership's present name and, if it has been changed, the name under which the original certificate was filed and the date of filing. A restated certificate shall also state that it was executed and filed under this section. If it was executed by a general partner alone because it does not further amend the original certificate, as amended under this subchapter, it shall state that fact.
On filing the restated certificate with the department, the original certificate, as amended under this subchapter, is superseded. After its filing, the restated certificate is the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.
Any amendment effected by the restated certificate is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a certificate of amendment were filed to effect the amendment.
Delivery of certificates to limited partners.
Upon the return by the department under s. 179.16
of a certificate marked “Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.
History: 1983 a. 173
; 1995 a. 27
Admission of limited partners. 179.21(1)(1)
A person becomes a limited partner when the limited partnership is formed or at any later time specified in the records of the limited partnership for becoming a limited partner.
After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as a limited partner:
In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.
In the case of an assignee of a partnership interest of a partner who has the power, as provided under s. 179.64
, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
History: 1983 a. 173
; 1989 a. 232
Subject to s. 179.23
, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per person or other basis, upon any matter.
History: 1983 a. 173
Liability to 3rd parties. 179.23(1)(1)
Except as provided in sub. (4)
, a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. If the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
A limited partner does not participate in the control of the business solely by doing one or more of the following:
Being a contractor for or an agent or employee of the limited partnership or of a general partner, being an officer, director or shareholder of a general partner that is a corporation or being a manager or member of a general partner that is a limited liability company.
Consulting with and advising a general partner with respect to the business of the limited partnership.
Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership.
Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:
The dissolution and winding up of the limited partnership.
The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership.
The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business.
The removal of a general partner or the admission of an additional general partner.
The removal of a limited partner or the admission of an additional limited partner.
A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.
An amendment to the partnership agreement or certificate of limited partnership.
Matters related to the business of the limited partnership, other than those described in this subsection, that the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.
Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.
Requesting or attending a meeting of partners.
Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.
The enumeration in sub. (2)
does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the business of the limited partnership.
A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except as permitted under s. 179.02 (2) (a)
, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
Same; mistake as to status as limited partner. 179.24(1)(1)
Except as provided in sub. (2)
, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person:
Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
Withdraws from future equity participation in the enterprise by executing and filing with the department, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
A person who makes a contribution of the kind described under sub. (1)
is liable as a general partner to any 3rd party who satisfies all of the following conditions:
Transacts business with the enterprise before any of the following occurs:
The person withdraws and an appropriate certificate is filed to show withdrawal.
An appropriate certificate is filed to show that the person is not a general partner.
Actually believed in good faith that the person was a general partner at the time of the transaction.
Each limited partner has the right to:
Inspect and copy any of the partnership records required to be maintained by s. 179.05
Obtain from the general partners from time to time upon reasonable demand:
True and full information regarding the state of the business and financial condition of the limited partnership.
Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year.
Other information regarding the affairs of the limited partnership as is just and reasonable.