Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
179.1002 - Registration to do business in this state.

179.1002 Registration to do business in this state.
(1) A foreign limited partnership may not do business in this state until it registers with the department under this chapter.
(2) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(3) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state.
(4) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.
(5) Section 179.1001 (1) and (2) applies even if a foreign limited partnership fails to register under this subchapter.
(5m)
(a) A foreign limited partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:
1. All fees and other charges that would have been imposed by this chapter on the foreign limited partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.
2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.
(b) The foreign limited partnership shall pay the amount owed under par. (a) to the department, and the department may not file a foreign registration statement for the foreign limited partnership until the amount owed is paid. The attorney general may enforce a foreign limited partnership's obligation to pay to the department any amount owed under this subsection.
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.