In this chapter:
Terms Used In Wisconsin Statutes 178.0102
- bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
- jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
- statute: A law passed by a legislature.
- United States: includes the District of Columbia, the states, the commonwealth of Puerto Rico and the territories organized by congress. See Wisconsin Statutes 990.01
(1) “Business” includes every trade, occupation, and profession.
(2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 178.0403 which is provided by a person to a partnership to become a partner or in the person’s capacity as a partner.
(3) “Debtor in bankruptcy” means a person that is the subject of any of the following:
(a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.
(b) A comparable order under federal, state, or foreign law governing insolvency.
(3m) “Department” means the department of financial institutions.
(a) Except as provided in par. (b), “distribution” means a transfer of money or other property from a partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term includes all of the following:
1. A redemption or other purchase by a partnership of a transferable interest.
2. A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s business or have access to records or other information concerning the partnership’s business.
(b) “Distribution” does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.
(4c) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state.
(4j) “Electronic” means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(4p) “Entity” means a person other than an individual.
(4t) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state.
(5) “Foreign limited liability partnership” means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to s. 178.0306 (3).
(6) “Foreign partnership” means an association that would be a partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability partnership.
(6g) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.
(6m) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 178.0104 or the corresponding applicable law with respect to entities other than domestic partnerships.
(7) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(8m) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.
(9) “Limited liability partnership,” except in the phrase “foreign limited liability partnership,” or “domestic limited liability partnership” means a partnership that has filed a statement of qualification under s. 178.0901 and does not have a similar statement in effect in any other jurisdiction.
(10) “Partner” means a person that satisfies all of the following:
(a) The person has become a partner in a partnership under s. 178.0402 or was a partner in a partnership when the partnership became subject to this chapter.
(b) The person has not dissociated as a partner under s. 178.0601.
(11) “Partnership” or “domestic partnership” means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6), to carry on as co-owners a business for profit whose governing law is the law of this state, and which is subject to this chapter, including an association that has become and is still subject to this chapter. The term includes a limited liability partnership.
(12) “Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in s. 178.0105 (1). The term includes the agreement as amended or restated.
(13) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(14) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(15) “Principal office” means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state.
(16) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(17) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(18) “Registered agent” means an agent of a limited liability partnership or foreign limited liability partnership that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.
(19) “Registered foreign limited liability partnership” means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the department.
(20) “Sign” means, with present intent to authenticate or adopt a record, any of the following:
(a) To execute or adopt a tangible symbol.
(b) To attach to or logically associate with the record an electronic symbol, sound, or process.
(21) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(22) “Transfer” includes all of the following:
(a) An assignment.
(b) A conveyance.
(c) A sale.
(d) A lease.
(e) An encumbrance, including a mortgage or security interest.
(f) A gift.
(g) A transfer by operation of law.
(23) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(24) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.