Wisconsin’s New Partnership Law: Certificate of Limited Partnership and Other Filings

Peter Tirella | 10.10.22

This third article in Boardman Clark’s Wisconsin Uniform Limited Partnership Law Series highlights certain changes to Subchapter II of Chapter 179 (the Wisconsin Uniform Limited Partnership Law, which in this article will be referred to as the ​“New Partnership Law”) that will be of interest to those doing business in Wisconsin. The applicability of the New Partnership Law is discussed in the first and second articles of Boardman Clark’s Wisconsin Uniform Limited Partnership Series, accessible here and here.

This article is an overview of the changes to Subchapter II of Chapter 179 and does not substitute reading the New Partnership Law in its entirety.

Background

On April 15, 2022, Governor Tony Evers signed Senate Bill 566/​Act 258 into law (the ​“Act”), repealing and recreating Chapter 179, the Wisconsin Uniform Limited Partnership Law, which governs limited partnerships (“LP’s”). Among the Act’s provisions, it generally adopts the Uniform Partnership Act, subject to certain intentional differences. All statutory references are to the new Wisconsin Chapter 179, unless otherwise noted.

In addition to amending Chapter 179, the Act also revised Wisconsin’s limited liability company laws. See an explanation of these revisions as part of Boardman Clark’s Wisconsin Uniform Limited Liability Company Law Series, accessible here and here.

Formation; Certificate of Limited Partnership

To form a new LP under the New Partnership Law, a person must first deliver a certificate of limited partnership (a ​“Certificate”) to the Department of Financial Institutions (the ​“Department”) for filing. The Certificate must include all of the following:

• the LP’s name
• the street and mailing address of the LP’s principal office
• the street address of the LP’s registered office in Wisconsin and contact information for their registered agent at that office
• the name, street, and mailing address of all general partners
• a statement that the partnership is to be an LP.

While the Certificate may contain additional information about the LP, it cannot, among other things, unreasonably alter the duties of loyalty and care or vary the operation of any New Partnership Law provision related to the Department or the LP’s registered agents.

Once the certificate of limited partnership becomes effective, the only remaining item is to ensure that at least two persons have become partners, at least one of them being a limited partner and at least one of them being a general partner. This tracks with the general rule that a partnership must have at least two partners to exist.

Should you need to amend the Certificate, the process is relatively easy; you only need to file a document with the Department that contains the Partnership’s name and the text of the amendment. While optional in most cases, amending the Certificate is mandatory when a new general partner is admitted, a general partner dissociates, or a person is appointed to wind up the Partnership’s activities and affairs.

Stay tuned for the fourth installment in this series, which will cover the rights and responsibilities of both general and limited partners.

If you have any questions on the Act or the items discussed in this article, please contact your usual Boardman Clark attorney or any member of our business practice group.

• Formation