Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
179.0811 - Administrative dissolution.

179.0811 Administrative dissolution.
(1) The department may commence a proceeding under sub. (2) to dissolve a limited partnership administratively if any of the following applies:
(a) The partnership does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter.
(b) The partnership does not have on file with the department its annual report within one year after it is due.
(c) The partnership is without a registered agent or registered office in this state for at least one year.
(d) The partnership does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(e) The partnership violates s. 940.302 (2) or 948.051 (2).
(2) If the department determines that one or more grounds exist for administratively dissolving a limited partnership, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the limited partnership.
(3)
(a) Within 60 days after the notice under sub. (2) takes effect under s. 179.0103 (7m), the limited partnership shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b) If the limited partnership fails to satisfy par. (a), the department may administratively dissolve the partnership. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered agent of the partnership.
(3m)
(a) If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership.
(b) If the notice under par. (a) is returned to the department as undeliverable or if the limited partnership's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.
(4) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806, 179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812.
(4m) A limited partnership's right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b).
(5) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.
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.