179.23 Liability to 3rd parties.

(1) Except as provided in sub. (4), a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. If the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(2) A limited partner does not participate in the control of the business solely by doing one or more of the following:

(a) Being a contractor for or an agent or employee of the limited partnership or of a general partner, being an officer, director or shareholder of a general partner that is a corporation or being a manager or member of a general partner that is a limited liability company.

(b) Consulting with and advising a general partner with respect to the business of the limited partnership.

(c) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership.

(e) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

1. The dissolution and winding up of the limited partnership.

2. The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership.

3. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business.

4. A change in the nature of the business.

5. The removal of a general partner or the admission of an additional general partner.

6. The removal of a limited partner or the admission of an additional limited partner.

7. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.

8. An amendment to the partnership agreement or certificate of limited partnership.

9. Matters related to the business of the limited partnership, other than those described in this subsection, that the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.

(f) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.

(g) Requesting or attending a meeting of partners.

(h) Winding up the limited partnership under s. 179.73.

(i) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

(3) The enumeration in sub. (2) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the business of the limited partnership.

(4) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except as permitted under s. 179.02 (2) (a), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

History: 1983 a. 173, 216; 1989 a. 232; 1993 a. 112; 2005 a. 253.