Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
179.0117 - Registered agent and registered office.

179.0117 Registered agent and registered office.
(1) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(1m) The registered office of a limited partnership or registered foreign limited partnership may, but need not, be the same as any of the partnership's places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent of a limited partnership or registered foreign limited partnership shall be any of the following:
(a) A natural person who resides in this state and whose business office is identical with the registered office.
(b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.
(c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.
(2) A registered agent for a limited partnership or registered foreign limited partnership must have an e-mail address and a place of business or activity in this state.
(3) The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent.
(b) If the registered agent resigns, to provide the notice required by s. 179.0119 (3) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership.
(c) To keep current the information with respect to the agent in the certificate of limited partnership or foreign registration statement.
History: 2021 a. 258.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 179 - Uniform limited partnership law.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

179.1201 - Uniformity of application and construction.

179.1202 - Relation to Electronic Signatures in Global and National Commerce Act.