179.0605 Effect of dissociation as general partner.
(1) If a person is dissociated as a general partner, all of the following apply:
(a) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates.
(b) The person's duties and obligations as a general partner under s. 179.0409 end with regard to matters arising and events occurring after the person's dissociation.
(c)
1. The person may sign and deliver to the department for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner.
2. The statement of dissociation or amendment under subd. 1. is a limitation on the authority of a person dissociated as a partner for the purposes of s. 179.04023.
(d) Subject to s. 179.0704 and subch. XI, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(2) A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
(3m) Continued use of a limited partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the partnership's activities and affairs does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the partnership's activities and affairs.
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.