Wisconsin Statutes 178.0107 – Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership
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Terms Used In Wisconsin Statutes 178.0107
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- 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
(1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under s. 178.0504 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner.
(b) The amendment is not effective to the extent the amendment does any of the following:
1. Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
2. Prejudices the rights under s. 178.0701 of a person that dissociated as a partner before the amendment was made.
(3) If a record delivered by a partnership to the department for filing becomes effective and contains a provision that would be ineffective under s. 178.0105 (3) or (4) (c) if contained in the partnership agreement, the provision is ineffective in the record.
(4) Subject to sub. (3), if a record delivered by a partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement, all of the following apply:
(a) The agreement prevails as to partners, persons dissociated as partners, and transferees.
(b) The record prevails as to other persons to the extent they reasonably rely on the record.