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2022 Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
SUBCHAPTER I
GENERAL PROVISIONS
formation; certificate of LIMITED PARTNERSHIP and other filings
LIMITED PARTNERS
GENERAL PARTNERS
CONTRIBUTIONS AND DISTRIBUTIONS
DISSOCIATION
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
DISSOLUTION AND WINDING UP
ACTIONS BY PARTNERS
FOREIGN LIMITED PARTNERSHIPS
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
MISCELLANEOUS PROVISIONS
GENERAL PROVISIONS
- 179.0101 - Short title.
- 179.0102 - Definitions.
- 179.0103 - Knowledge; notice.
- 179.0104 - Governing law.
- 179.0105 - Partnership agreement; scope, function, and limitations.
- 179.0106 - Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement.
- 179.0107 - Partnership agreement; effect on 3rd parties and relationship to records effective on behalf of limited partnership.
- 179.0108 - Required information.
- 179.0109 - Dual capacity.
- 179.0110 - Nature, purpose, and duration of limited partnership.
- 179.0111 - Powers.
- 179.0112 - Applicability.
- 179.0113 - Supplemental principles of law.
- 179.0114 - Permitted names.
- 179.0115 - Reservation of name.
- 179.0116 - Registration of name.
- 179.0117 - Registered agent and registered office.
- 179.0118 - Change of registered agent or registered office by limited partnership.
- 179.0119 - Resignation of registered agent.
- 179.0120 - Change of name or address by registered agent.
- 179.0121 - Service of process, notice, or demand.
- 179.0122 - Delivery of record.
- 179.0124 - Filing fees; certified copies.
formation; certificate of LIMITED PARTNERSHIP and other filings
- 179.0201 - Formation of limited partnership; certificate of limited partnership.
- 179.0202 - Amendment or restatement of certificate of limited partnership.
- 179.0203 - Signing of records to be delivered for filing to the department.
- 179.0204 - Signing and filing pursuant to judicial order.
- 179.0205 - Liability for inaccurate information in filed record.
- 179.0206 - Filing requirements.
- 179.0207 - Effective date and time.
- 179.0208 - Withdrawal of filed record before effectiveness.
- 179.0209 - Correcting filed record.
- 179.0210 - Duty of department to file; review of refusal to file; delivery of record by department.
- 179.0211 - Certificate of status.
- 179.0212 - Annual report for department.
LIMITED PARTNERS
- 179.0301 - Becoming limited partner.
- 179.0302 - No agency power of limited partner as limited partner.
- 179.0303 - No liability as limited partner for limited partnership obligations.
- 179.0304 - Rights to information of limited partner and person dissociated as limited partner.
- 179.0305 - Limited duties of limited partners.
- 179.0306 - Person erroneously believing self to be limited partner.
GENERAL PARTNERS
- 179.0401 - Becoming general partner.
- 179.0402 - General partner agent of limited partnership.
- 179.04023 - Statement of partnership authority.
- 179.04025 - Statement of denial.
- 179.0403 - Limited partnership liable for general partner's actionable conduct.
- 179.0404 - General partner's liability.
- 179.0405 - Actions against partnership and partners.
- 179.0406 - Management rights of general partner.
- 179.0407 - Rights to information of general partner and person dissociated as general partner.
- 179.0408 - Reimbursement; indemnification; advancement; and insurance.
- 179.0409 - Standards of conduct for general partners.
CONTRIBUTIONS AND DISTRIBUTIONS
- 179.0501 - Form of contribution.
- 179.0502 - Liability for contribution.
- 179.0503 - Sharing of and right to distributions before dissolution.
- 179.0504 - Limitations on distributions.
- 179.0505 - Liability for improper distributions.
DISSOCIATION
- 179.0601 - Dissociation as limited partner.
- 179.0602 - Effect of dissociation as limited partner.
- 179.0603 - Dissociation as general partner.
- 179.0604 - Power to dissociate as general partner; wrongful dissociation.
- 179.0605 - Effect of dissociation as general partner.
- 179.0606 - Power to bind and liability of person dissociated as general partner.
- 179.0607 - Liability of person dissociated as general partner to other persons.
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
- 179.0701 - Nature of transferable interest.
- 179.0702 - Transfer of transferable interest.
- 179.0703 - Charging order.
- 179.0704 - Power of legal representative of deceased partner.
DISSOLUTION AND WINDING UP
- 179.0801 - Events causing dissolution.
- 179.0802 - Winding up.
- 179.0803 - Rescinding dissolution.
- 179.0804 - Power to bind partnership after dissolution.
- 179.0805 - Liability after dissolution of general partner and person dissociated as general partner.
- 179.0806 - Known claims against dissolved limited partnership.
- 179.0807 - Claims against dissolved limited partnership generally.
- 179.0808 - Court proceedings.
- 179.0809 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
- 179.0810 - Disposition of assets in winding up; when contributions required.
- 179.0811 - Administrative dissolution.
- 179.0812 - Reinstatement.
- 179.0813 - Appeal from denial of reinstatement.
ACTIONS BY PARTNERS
- 179.0901 - Direct action by partner.
- 179.0902 - Derivative action.
- 179.0903 - Proper plaintiff.
- 179.0904 - Pleading.
- 179.0905 - Special litigation committee.
- 179.0906 - Proceeds and expenses.
FOREIGN LIMITED PARTNERSHIPS
- 179.1001 - Governing law.
- 179.1002 - Registration to do business in this state.
- 179.1003 - Foreign registration statement.
- 179.1004 - Amendment of foreign registration statement.
- 179.1005 - Activities not constituting doing business.
- 179.1006 - Noncomplying name of foreign limited partnership.
- 179.1007 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
- 179.1008 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
- 179.1009 - Transfer of registration.
- 179.10101 - Grounds for termination.
- 179.10102 - Procedure for and effect of termination.
- 179.10103 - Appeal from termination.
- 179.1011 - Withdrawal of registration of registered foreign limited partnership.
- 179.1012 - Action by attorney general.
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
- 179.1101 - Definitions.
- 179.1102 - Relationship of subchapter to other laws.
- 179.1103 - Existing purpose.
- 179.1104 - Nonexclusivity.
- 179.1105 - Reference to external facts.
- 179.1121 - Merger authorized.
- 179.1122 - Plan of merger.
- 179.1123 - Approval of merger; amendment; abandonment.
- 179.1124 - Filings required for merger; effective date.
- 179.1125 - Effect of merger.
- 179.1131 - Interest exchange authorized.
- 179.1132 - Plan of interest exchange.
- 179.1133 - Approval of interest exchange; amendment; abandonment.
- 179.1134 - Filings required for interest exchange; effective date.
- 179.1135 - Effect of interest exchange.
- 179.1141 - Conversion authorized.
- 179.1142 - Plan of conversion.
- 179.1143 - Approval of conversion; amendment; abandonment.
- 179.1144 - Filings required for conversion; effective date.
- 179.1145 - Effect of conversion.
- 179.1151 - Domestication authorized.
- 179.1152 - Plan of domestication.
- 179.1153 - Approval of domestication; amendment; abandonment.
- 179.1154 - Filings required for domestication; effective date.
- 179.1155 - Effect of domestication.
- 179.1161 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
MISCELLANEOUS PROVISIONS
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