Why Am I Getting this Annual Report Notice for My Limited Partnership?

Peter Tirella | 03.08.23

If you own, operate, or manage a Wisconsin Limited Partnership or a Foreign Limited Partnership registered in Wisconsin (each, a ​“Limited Partnership”), you may have received a notice that you need to deliver an annual report for the Limited Partnership. Since Wisconsin didn’t previously require a Limited Partnership annual report, you may be confused as to why you need to deliver one now.

The answer is that in early 2022, Governor Tony Evers signed Senate Bill 566/​Act 258 into law (the ​“Act”), which amended Wisconsin Chapter 179, governing Limited Partnerships. Upon the Act becoming effective January 1, 2023, all Limited Partnerships in the state are now bound by the Act’s administrative requirements. Among these requirements is delivering an annual report to the Wisconsin Department of Financial Institutions (the ​“Department”) providing specific information about the Limited Partnership. This information includes the:

• name of the Limited Partnership;
• street address of the Limited Partnership’s registered office in Wisconsin;
• name and e‑mail address of the Limited Partnership’s registered agent in Wisconsin;
• street address of the Limited Partnership’s principal office; and
• name of at least one general partner.

This information must be current as of the date the annual report is signed, so it is crucial to update the Limited Partnership’s records as and when changes to such information occur.

Limited Partnerships do not all need to deliver their annual report at the same time, though there are different rules for domestic (initially registered in Wisconsin) and foreign (initially registered in another state) Limited Partnerships.

• A Limited Partnership registered in Wisconsin must deliver its annual report based on the quarter in which it originally filed its certificate of limited partnership. For example, if a Limited Partnership’s certificate originally was filed on February 1, 2022, it would need to deliver its annual report in the first calendar year quarter of 2023. But if its certificate originally was filed May 1, 2022, it would need to deliver its annual report in the second quarter.
• If the partnership is instead registered as a ​“Foreign Limited Partnership,” it must deliver its annual report in the first quarter of each calendar year, regardless of when it registered with the Department. For example, if a Limited Partnership originally created in Maryland registered December 1, 2021, with the Department as a Foreign Limited Partnership transacting business in Wisconsin, it would need to deliver its annual report in the first calendar year quarter of each year, starting in 2023.

Not filing an annual report can have dire consequences. If (i) a Wisconsin Limited Partnership does not file within a year of its filing due date or (ii) a Foreign Limited Partnership does not file within four months of its filing due date, the Department will administratively dissolve the delinquent partnership. Reinstating a dissolved Limited Partnership entails various legal and administrative fees, along with potential additional liability exposure to its partners, so it is best practice to timely file the required annual reports.

If you own, operate, or manage a Limited Partnership registered in Wisconsin or have any other questions about the Act’s requirements, please contact your usual Boardman Clark attorney or any member of our business practice group.

This Article only summarizes the law related to Limited Partnerships’ annual report requirements. It does not replace reading the Act in its entirety, constitute legal advice, or otherwise establish an attorney-client relationship.