Wisconsin Statutes 179.0803 – Rescinding dissolution
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Terms Used In Wisconsin Statutes 179.0803
- 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
- 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
- Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
(1) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the circuit court has entered an order under s. 179.0801 (1) (f) dissolving the partnership, or the department has dissolved the partnership under s. 179.0811.
(2) Rescinding dissolution under this section requires all of the following:
(a) The affirmative vote or consent of each partner.
(b) If the limited partnership has delivered to the department for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved, delivery to the department for filing of one of the following:
1. If the amendment has not become effective, a statement of withdrawal under s. 179.0208 applicable to the amendment.
2. If the amendment has become effective, an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(3) If a limited partnership rescinds its dissolution, all of the following apply:
(a) Subject to par. (c), the partnership resumes carrying on its activities and affairs as if dissolution had never occurred.
(b) Subject to par. (c), the rescission relates back to and takes effect as of the effective date of the dissolution.
(c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the rescission are not adversely affected.