178.0809 Court proceedings.
(1) A dissolved limited liability partnership that has published a notice under s. 178.0808 may file an application with the circuit court in the county in this state where the partnership's principal office is located or, if the principal office is not located in this state, where the partnership's registered office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or are not known to the partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution.
(2) Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 178.0808.
(3) Not later than 10 days after the filing of an application under sub. (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is known to the partnership.
(4) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.
(5) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under sub. (1) satisfies the partnership's obligations with respect to claims that are contingent, are not known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
History: 2015 a. 295; 2021 a. 258.
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.