Terms Used In Wisconsin Statutes 179.0203

  • 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.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • 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
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • 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 record delivered to the department for filing pursuant to this chapter must be signed as follows:
      (a)    An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
      (b)    An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
      (c)    An amendment to the certificate of limited partnership designating as general partner a person admitted under s. 179.0801 (1) (c) 2. following the dissociation of a limited partnership’s last general partner must be signed by that person.
      (d)    An amendment to the certificate of limited partnership required by s. 179.0802 (3) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person.
      (e)    Any other amendment to the certificate of limited partnership must be signed by all of the following:
         1.    At least one general partner listed in the certificate.
         2.    Each other person designated in the amendment as a new general partner.
         3.    Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies:
            a.    The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states.
            b.    The person has previously delivered to the department for filing a statement of dissociation.
      (f)    A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
      (g)    A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to s. 179.0802 (3) or (4) to wind up the dissolved limited partnership’s activities and affairs.
      (h)    Any other record delivered by a limited partnership to the department for filing must be signed by at least one general partner listed in the certificate of limited partnership.
      (i)    A statement by a person pursuant to s. 179.0605 (1) (c) stating that the person has dissociated as a general partner must be signed by that person.
      (j)    A statement of negation by a person pursuant to s. 179.0306, or a statement of denial by a person pursuant to s. 179.04025, must be signed by that person.
      (k)    Any other record delivered on behalf of a person to the department for filing must be signed by that person.
   (2)   Any record delivered for filing under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
   (3)   A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.

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