AB 854

This bill adopts, with modifications, the most recent versions of the Uniform

Limited Partnership Act and Uniform Limited Liability Company Act. The bill also

makes changes to the state's partnership law and to the law governing business

corporations and nonstock corporations.

LIMITED PARTNERSHIPS

Background

In 1916, the National Conference of Commissioners on Uniform State Laws,

now called the Uniform Law Commission (ULC), promulgated the Uniform Limited

Partnership Act. In 1976, the ULC adopted a Revised Uniform Limited Partnership

Act and, in 1985, adopted amendments to this act. The revised act was again revised

in 2001. In 2013, the ULC amended the Revised Uniform Limited Partnership Act

(2001).

This state has, by statute, recognized limited partnerships since the 1850s.

This state first adopted the Uniform Limited Partnership Act in 1919. In

1983

Wisconsin Act 173

, this state adopted, with modifications, the Revised Uniform

Limited Partnership Act (1976). In

1989 Wisconsin Act 232

, this state adopted, with

modifications, the 1985 amendments to the Revised Uniform Limited Partnership

Act (1976). Current law, therefore, reflects the Revised Uniform Limited

Partnership Act (1976), as amended in 1985, subject to various modifications.

This bill repeals and recreates Wisconsin's limited partnership law to adopt the

Revised Uniform Limited Partnership Act (2001), as last amended in 2013 (RULPA),

subject to certain modifications. Many provisions of RULPA and current law are

similar, including the following: A limited partnership is a legal entity separate from

its partners, and the filing of a certificate of limited partnership is required to form

a limited partnership. A limited partnership is distinguished from a general

partnership by the presence of limited partners. A limited partnership must have

at least one general partner and at least one limited partner. The limited

partnership generally is managed by general partners, and limited partners

primarily provide capital for the limited partnership. A partnership agreement

usually provides rules of governance for the limited partnership and, in many

instances, statutory provisions are default rules that govern the limited 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. Unless stated otherwise in the partnership agreement, a limited

partnership interest (a partner's right to receive distributions from the limited

partnership) is transferable, but the recipient of the transfer (transferee) generally