Wisconsin Statutes 179.0811 – Administrative dissolution
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Terms Used In Wisconsin Statutes 179.0811
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- in writing: includes any representation of words, letters, symbols or figures. 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.
- 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
- Year: means a calendar year, unless otherwise expressed; "year" alone means "year of our Lord". See Wisconsin Statutes 990.01
(1) The department may commence a proceeding under sub. (2) to dissolve a limited partnership administratively if any of the following applies:
(a) The partnership does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter.
(b) The partnership does not have on file with the department its annual report within one year after it is due.
(c) The partnership is without a registered agent or registered office in this state for at least one year.
(d) The partnership does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(e) The partnership violates s. 940.302 (2) or 948.051 (2).
(2) If the department determines that one or more grounds exist for administratively dissolving a limited partnership, the department may give the partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the limited partnership.
(3)
(a) Within 60 days after the notice under sub. (2) takes effect under s. 179.0103 (7m), the limited partnership shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b) If the limited partnership fails to satisfy par. (a), the department may administratively dissolve the partnership. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the partnership notice of those facts. The notice shall be in writing and addressed to the registered agent of the partnership.
(3m)
(a) If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited partnership. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the partnership.
(b) If the notice under par. (a) is returned to the department as undeliverable or if the limited partnership’s principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department’s Internet site.
(4) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 179.0802, 179.0806, 179.0807, 179.0808, and 179.0810, or to apply for reinstatement under s. 179.0812.
(4m) A limited partnership’s right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b).
(5) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.