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Wisconsin Statutes Partnerships (Ch. 178, 179) § 179.0801. Events causing dissolution

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

(a) An event or circumstance that the partnership agreement states causes dissolution.

(b) The affirmative vote or consent to dissolve of all general partners and of limited partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both, at the time the vote or consent is to be effective.

(c) After the dissociation of a person as a general partner if any of the following applies:

1. If the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership not later than 90 days after the dissociation by partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both, at the time the vote or consent is to be effective.

2. If the partnership does not have a remaining general partner, the passage of 90 days after the dissociation unless, before the end of the period, all of the following occur:

a. Consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective.

b. At least one person is admitted as a general partner in accordance with the consent.

(d) The passage of 90 consecutive days after the dissociation of the partnership's last limited partner unless, before the end of the period, the partnership admits at least one limited partner.

(e) The passage of 90 consecutive days during which the partnership has only one partner unless, before the end of the period, all of the following are satisfied:

1. The partnership admits at least one person as a partner.

2. If the previously sole remaining partner is only a general partner, the partnership admits the person as a limited partner.

3. If the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner.

(f) On application by a partner, the entry by the circuit court of an order dissolving the partnership on any of the following grounds:

1. That the conduct of all or substantially all the partnership's activities and affairs is unlawful.

2. That it is not reasonably practicable to carry on the partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement.

(g) The signing and filing of a notice of administrative dissolution by the department under s. 179.0811.

(2) If an event occurs that imposes a deadline on a limited partnership under sub. (1) and, before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under sub. (1), all of the following apply:

(a) The occurrence of the second event does not affect the deadline caused by the first event.

(b) The partnership's meeting of the requirements of the first deadline does not extend the second deadline.

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Cite this article: FindLaw.com - Wisconsin Statutes Partnerships (Ch. 178, 179) § 179.0801. Events causing dissolution - last updated January 01, 2025 | https://codes.findlaw.com/wi/partnerships-ch-178-179/wi-st-179-0801/

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