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Wisconsin Statutes Partnerships (Ch. 178, 179) § 179.0803. Rescinding dissolution

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

(1) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the circuit court has entered an order under s. 179.0801(1)(f) dissolving the partnership, or the department has dissolved the partnership under s. 179.0811.

(2) Rescinding dissolution under this section requires all of the following:

(a) The affirmative vote or consent of each partner.

(b) If the limited partnership has delivered to the department for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved, delivery to the department for filing of one of the following:

1. If the amendment has not become effective, a statement of withdrawal under s. 179.0208 applicable to the amendment.

2. If the amendment has become effective, an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.

(3) If a limited partnership rescinds its dissolution, all of the following apply:

(a) Subject to par. (c), the partnership resumes carrying on its activities and affairs as if dissolution had never occurred.

(b) Subject to par. (c), the rescission relates back to and takes effect as of the effective date of the dissolution.

(c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the rescission are not adversely affected.

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Cite this article: FindLaw.com - Wisconsin Statutes Partnerships (Ch. 178, 179) § 179.0803. Rescinding dissolution - last updated January 01, 2025 | https://codes.findlaw.com/wi/partnerships-ch-178-179/wi-st-179-0803/

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