179.0202 Amendment or restatement of certificate of limited partnership.
(1) A certificate of limited partnership may be amended or restated at any time.
(2) To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing an amendment stating all of the following:
(a) The name of the partnership.
(b) The text of the amendment.
(3) To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a restatement, designated as such in its heading.
(4) A limited partnership shall promptly deliver to the department for filing an amendment to a certificate of limited partnership to reflect any of the following:
(a) The admission of a new general partner.
(b) The dissociation of a person as a general partner.
(c) The appointment of a person to wind up the limited partnership's activities and affairs under s. 179.0802 (3) or (4).
(5) If a general partner knows or has notice that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly do one of the following to correct the inaccuracy:
(a) Cause the certificate to be amended.
(b) If appropriate, deliver to the department for filing a statement of change under s. 179.0118 or a statement of correction under s. 179.0209.
History: 2021 a. 258.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
179.0105 - Partnership agreement; scope, function, and limitations.
179.0108 - Required information.
179.0110 - Nature, purpose, and duration of limited partnership.
179.0113 - Supplemental principles of law.
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.
179.0704 - Power of legal representative of deceased partner.
179.0801 - Events causing dissolution.
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.
179.0810 - Disposition of assets in winding up; when contributions required.
179.0811 - Administrative dissolution.
179.0813 - Appeal from denial of reinstatement.
179.0901 - Direct action by partner.
179.0905 - Special litigation committee.
179.0906 - Proceeds and expenses.
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.
179.1009 - 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.
179.1102 - Relationship of subchapter to other laws.
179.1105 - Reference to external facts.
179.1123 - Approval of merger; amendment; abandonment.
179.1124 - Filings required for merger; effective date.
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.