Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
179.0103 - Knowledge; notice.

179.0103 Knowledge; notice.
(1) A person knows a fact if any of the following applies:
(a) The person has actual knowledge of the fact.
(b) The person is deemed to know the fact under law other than this chapter.
(c) The person is deemed to know the fact under sub. (4) (cr).
(2) A person has notice of a fact if any of the following applies:
(a) The person has reason to know the fact from all the facts known to the person at the time in question.
(b) The person is deemed to have notice of the fact under sub. (3) or (4).
(3) A certificate of limited partnership on file in the office of the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in sub. (4), the certificate is not notice of any other fact.
(4)
(a) A person not a partner is deemed to have notice of another person's dissociation as a general partner 90 days after an amendment to the certificate of limited partnership that states that the other person has dissociated becomes effective or 90 days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first.
(b) A person not a partner is deemed to have notice of all of the following as follows:
1. A limited partnership's dissolution 90 days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective.
2. A limited partnership's termination 90 days after a statement of termination under s. 179.0802 (2) (b) 6. becomes effective.
3. A limited partnership's participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. XI become effective.
(cr) A person not a partner is deemed to know of a limitation on authority to transfer real property as provided in s. 179.04023 (7).
(5) Subject to s. 179.0210 (6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(6) Except for a transferor partner's notice or knowledge of the transfer under s. 179.0702 (5) or a withdrawing partner's notice or knowledge of the withdrawal under s. 179.0601 (2) (a) or 179.0603 (1), a general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
(7m) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:
(a) When received.
(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.
History: 2021 a. 258.

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