Wisconsin Statutes & Annotations
Chapter 178 - Uniform partnership law.
178.1008 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

178.1008 Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(1)
(a) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 178.1011.
(b) In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the partnership has converted or merged and the jurisdiction of its governing law.
(2) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to s. 178.0912, as provided in s. 178.1011 (2).
History: 2015 a. 295.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 178 - Uniform partnership law.

178.0101 - Short title.

178.0102 - Definitions.

178.0103 - Knowledge; notice.

178.0104 - Governing law.

178.0105 - Partnership agreement; scope, function, and limitations.

178.0106 - Partnership agreement; effect on partnership and person becoming partner; preformation agreement.

178.0107 - Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership.

178.0108 - Signing of records to be delivered for filing to the department.

178.0109 - Liability for inaccurate information in filed record.

178.0110 - Applicability.

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.

178.0402 - Becoming partner.

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.

178.0504 - Charging order.

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.

178.0802 - Winding up.

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.

178.0809 - Court proceedings.

178.0810 - Liability of partner and person dissociated as partner when claim against partnership barred.

178.0901 - Statement of qualification.

178.0902 - Permitted names.

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.

178.1001 - Governing law.

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.

178.1007 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

178.1008 - Withdrawal on dissolution or conversion to nonfiling entity other than 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.

178.1101 - Definitions.

178.1102 - Relationship of subchapter to other laws.

178.1103 - Existing purpose.

178.1104 - Nonexclusivity.

178.1105 - Reference to external facts.

178.1121 - Merger authorized.

178.1122 - Plan of merger.

178.1123 - Approval of merger; amendment; abandonment.

178.1124 - Filings required for merger; effective date.

178.1125 - Effect of merger.

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.