178.0408 Rights to information of partners and persons dissociated as partner.
(1) A partnership shall keep its books and records, if any, at its principal office.
(2) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding the partnership's business, financial condition, and other circumstances, to the extent the information is material to the partner's rights and duties under the partnership agreement or this chapter.
(3) The partnership shall furnish to each partner all of the following:
(a) Without demand, any information concerning the partnership's business, financial condition, and other circumstances which the partnership knows and is material to the proper exercise of the partner's rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that it reasonably believes the partner already knows the information.
(b) On demand, any other information concerning the partnership's business, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(4) The duty to furnish information under sub. (3) also applies to each partner on whom a demand is made to the extent the partner knows any of the information described in sub. (3).
(5) Subject to sub. (10), on 10 days' demand made in a record received by a partnership, a person dissociated as a partner may have access to information to which the person was entitled while a partner if all of the following apply:
(a) The information pertains to the period during which the person was a partner.
(b) The person seeks the information in good faith.
(c) The person satisfies the requirements imposed on a partner by sub. (2).
(6) Not later than 10 days after receiving a demand under sub. (5), the partnership in a record shall inform the person that made the demand of all of the following:
(a) The information that the partnership will provide in response to the demand and when and where the partnership will provide the information.
(b) The partnership's reasons for declining, if the partnership declines to provide any demanded information.
(7) A partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(8) A partner or person dissociated as a partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under sub. (10) applies both to the agent or legal representative and to the partner or person dissociated as a partner.
(9) Subject to s. 178.0505, the rights under this section do not extend to a person as transferee.
(10) In addition to any restriction or condition stated in its partnership agreement, a partnership, as a matter within the ordinary course of its business, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
History: 2015 a. 295.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 178 - Uniform partnership law.
178.0105 - Partnership agreement; scope, function, and limitations.
178.0108 - Signing of records to be delivered for filing to the department.
178.0109 - Liability for inaccurate information in filed record.
178.0111 - Delivery of record.
178.0112 - Signing and filing pursuant to judicial order.
178.0113 - Filing requirements.
178.0114 - Effective date and time.
178.0115 - Withdrawal of filed record before effectiveness.
178.0116 - Correcting filed record.
178.0117 - Duty of department to file; review of refusal to file; delivery of record by department.
178.0119 - Supplemental principles of law.
178.0120 - Fees; certified copies; filing false documents.
178.0121 - Certificate of status.
178.0201 - Partnership as entity.
178.0202 - Formation of partnership.
178.0203 - Partnership property.
178.0204 - When property is partnership property.
178.0301 - Partner agent of partnership.
178.0302 - Transfer of partnership property.
178.0303 - Statement of partnership authority.
178.0304 - Statement of denial.
178.0305 - Partnership liable for partner's actionable conduct.
178.0306 - Partner's liability.
178.0307 - Actions by and against partnership and partners.
178.0308 - Liability of purported partner.
178.0401 - Partner's rights and duties.
178.0403 - Form of contribution.
178.0404 - Liability for contribution.
178.0405 - Sharing of and right to distributions before dissolution.
178.0406 - Limitations on distributions by limited liability partnership.
178.0407 - Liability for improper distributions by limited liability partnership.
178.0408 - Rights to information of partners and persons dissociated as partner.
178.0409 - Standards of conduct for partners.
178.0410 - Actions by partnership and partners.
178.0411 - Continuation of partnership beyond definite term or particular undertaking.
178.0501 - Partner not co-owner of partnership property.
178.0502 - Nature of transferable interest.
178.0503 - Transfer of transferable interest.
178.0505 - Power of legal representative of deceased partner.
178.0601 - Events causing dissociation.
178.0602 - Power to dissociate as partner; wrongful dissociation.
178.0603 - Effect of dissociation.
178.0701 - Purchase of interest of person dissociated as partner.
178.0702 - Power to bind and liability of person dissociated as partner.
178.0703 - Liability of person dissociated as partner to other persons.
178.0704 - Statement of dissociation.
178.0705 - Continued use of partnership name.
178.0801 - Events causing dissolution.
178.0803 - Rescinding dissolution.
178.0804 - Power to bind partnership after dissolution.
178.0805 - Liability after dissolution of partner and person dissociated as partner.
178.0806 - Disposition of assets in winding up; when contributions required.
178.0807 - Known claims against dissolved limited liability partnership.
178.0808 - Claims against dissolved limited liability partnership generally.
178.0901 - Statement of qualification.
178.09031 - Grounds for revocation.
178.09032 - Procedure for and effect of administrative revocation.
178.0904 - Reinstatement following administrative revocation.
178.0905 - Appeal from denial of reinstatement.
178.0906 - Reservation of name.
178.0907 - Registration of name.
178.0908 - Registered agent and registered office.
178.0909 - Change of registered agent or registered office by limited liability partnership.
178.0910 - Resignation of registered agent.
178.0911 - Change of name or address by registered agent.
178.0912 - Service of process, notice, or demand.
178.0913 - Annual report for department.
178.1002 - Registration to do business in this state.
178.1003 - Foreign registration statement.
178.1004 - Amendment of foreign registration statement.
178.1005 - Activities not constituting doing business.
178.1006 - Noncomplying name of foreign limited liability partnership.
178.1009 - Transfer of registration.
178.10101 - Grounds for revocation.
178.10102 - Procedure for and effect of revocation.
178.10103 - Appeal from revocation.
178.1011 - Withdrawal of registration of registered foreign limited liability partnership.
178.1012 - Action by attorney general.
178.1102 - Relationship of subchapter to other laws.
178.1105 - Reference to external facts.
178.1123 - Approval of merger; amendment; abandonment.
178.1124 - Filings required for merger; effective date.
178.1131 - Interest exchange authorized.
178.1132 - Plan of interest exchange.
178.1133 - Approval of interest exchange; amendment; abandonment.
178.1134 - Filings required for interest exchange; effective date.
178.1135 - Effect of interest exchange.
178.1141 - Conversion authorized.
178.1142 - Plan of conversion.
178.1143 - Approval of conversion; amendment; abandonment.
178.1144 - Filings required for conversion; effective date.
178.1145 - Effect of conversion.
178.1151 - Domestication authorized.
178.1152 - Plan of domestication.
178.1153 - Approval of domestication; amendment; abandonment.
178.1154 - Filings required for domestication; effective date.
178.1161 - Restrictions on approval of mergers, interest exchanges, conversions and domestications.
178.1201 - Uniformity of application and construction.
178.1202 - Relation to electronic signatures in global and national commerce act.