SB 657

This bill adopts, with modifications, the Revised Uniform Partnership Act

(1997), as last amended in 2013.

In 1914, the National Conference of Commissioners on Uniform State Laws

(NCCUSL) drafted and approved the Uniform Partnership Act (1914). In 1992,

NCCUSL adopted a Revised Uniform Partnership Act and, in 1993 and 1994,

adopted amendments to this revised act. In 1996, NCCUSL adopted limited liability

partnership (LLP) amendments to its revised act. All of these changes were

combined in a Revised Uniform Partnership Act (1997). In 2013, NCCUSL, now

called the Uniform Law Commission, modified the Revised Uniform Partnership Act

(1997).

Current law in Wisconsin adopts the Uniform Partnership Act (1914), with

modifications. One of these modifications, made in

1995 Wisconsin Act 97

, allows

partnerships in Wisconsin to become LLPs.

This bill repeals and recreates Wisconsin's partnership law, including the law

related to LLPs, to adopt the Revised Uniform Partnership Act (1997), as last

amended in 2013 (RUPA), subject to certain modifications. Many provisions of RUPA

are similar to current law. For example, under both current law and RUPA, the

partnership agreement provides rules of governance for the partnership and, in

many instances, statutory provisions are default rules that govern the partnership

only in the absence of applicable terms in the partnership agreement. However, in

some instances, the terms of the partnership agreement may not vary from statutory

requirements. Also under both current law and RUPA, a filing with the Department

of Financial Institutions (DFI) is not required to form a partnership, but a filing is

required for a partnership to become an LLP.

Some of the significant changes to current law made by RUPA, as adopted

under this bill, are discussed below.

Partnership as distinct legal entity

Under this bill, a partnership is a distinct legal entity, not merely an

aggregation of individual partners. Accordingly, instead of a partner being a

co-owner of partnership property as a tenant in partnership, the partnership entity

generally holds the only ownership interest in partnership property and each

partner's interest in the property is derivative through the partner's interest in the

partnership. The bill also specifies that a partnership may sue and be sued in the

name of the partnership.

Partnership agreement and partnership formation

Current law specifies certain rules that apply to the rights and duties of

partners in relation to the partnership, subject to any agreement between the

partners.