Wisconsin limited partnership agreement template

Wisconsin Limited Partnership Agreement

This Wisconsin Limited Partnership Agreement (the “Agreement”) is made and effective as of [Date], by and among the parties listed below, in accordance with the Wisconsin Uniform Limited Partnership Act, Wis. Stat. Chapter 179 (the “Act”).

Article 1. Basic Information

• 1.1. Agreement Title: [Agreement Title]
• 1.2. Partnership Name: [Partnership Legal Name]
• 1.3. Effective Date: [Effective Date]

Article 2. Partners

• 2.1. General Partners:
  • Option A: [General Partner 1 Name], [General Partner 1 Address], [General Partner 1 Contact Information], [General Partner 1 Tax ID]
  • Option B: [General Partner 2 Name], [General Partner 2 Address], [General Partner 2 Contact Information], [General Partner 2 Tax ID]
• 2.2. Limited Partners:
  • Option A: [Limited Partner 1 Name], [Limited Partner 1 Address], [Limited Partner 1 Contact Information], [Limited Partner 1 Tax ID]
  • Option B: [Limited Partner 2 Name], [Limited Partner 2 Address], [Limited Partner 2 Contact Information], [Limited Partner 2 Tax ID]

Article 3. Capital Contributions

• 3.1. Initial Contributions:
  • Option A: [General Partner 1 Name] - [Amount] (Cash) / [Description] (Property) / [Description] (Services)
  • Option B: [Limited Partner 1 Name] - [Amount] (Cash) / [Description] (Property) / [Description] (Services)
• 3.2. Additional Capital Calls:
  • Option A: Procedure: [Description of Procedure]
  • Option B: Consequences for Non-Contribution: [Description of Consequences]

Article 4. Ownership and Partnership Units

• 4.1. Ownership Percentages:
  • Option A: [General Partner 1 Name]: [Percentage]%
  • Option B: [Limited Partner 1 Name]: [Percentage]%
• 4.2. Partnership Units: [Description of Partnership Units]
• 4.3. Unique Rights or Classes of Interests: [Description of Unique Rights or Classes of Interests]

Article 5. Business Purpose

• 5.1. Description: [Detailed Description of Business Purpose]
• 5.2. Products or Services: [List of Products or Services]
• 5.3. Targeted Markets: [Description of Targeted Markets]
• 5.4. Wisconsin Licensure/Regulatory Requirements: [List of Wisconsin Regulatory Requirements]

Article 6. Registered Office and Principal Place of Business

• 6.1. Registered Office Address: [Wisconsin Registered Office Address]
• 6.2. Principal Place of Business: [Wisconsin Principal Place of Business]
• 6.3. Procedures for Establishing/Changing Offices: [Description of Procedures]

Article 7. Term and Duration

• 7.1. Commencement Date: [Commencement Date]
• 7.2. Duration: [Number] years
• 7.3. Renewal/Extension Provisions: [Description of Renewal/Extension Provisions]

Article 8. Management Authority

• 8.1. General Partner’s Authority: [Description of General Partner's Authority]
• 8.2. Limitations on Powers: [List of Limitations on General Partner’s Powers]
• 8.3. Delegation of Authority: [Description of Delegation Process]

Article 9. Limited Partners' Rights

• 9.1. Lack of Management/Voting Rights: Limited Partners shall have no management rights or voting powers, except as permitted under Wis. Stat. 179.42.
• 9.2. Rights to Information/Access to Records: Guaranteed rights to information, consent, and records as per Wisconsin law. Specify method of access, and timeframe for request fulfillment.
• 9.3. Consent on Specific Matters: [List of Specific Matters Requiring Limited Partner Consent]

Article 10. Decision Making Process

• 10.1. Partnership Matters: [Description of Decision-Making Process]
• 10.2. Major Actions: [Definition of Major Actions under Wisconsin Law]
• 10.3. Consent Requirements: [Description of Consent Requirements]
• 10.4. Voting Thresholds: [Description of Voting Thresholds]

Article 11. Partner Meetings

• 11.1. Frequency: [Frequency of Meetings]
• 11.2. Notice Requirements: [Description of Notice Requirements]
• 11.3. Quorum: [Definition of Quorum]
• 11.4. Minutes: [Procedures for Recording Minutes]
• 11.5. Action by Written Consent: [Description of Procedures for Action by Written Consent]

Article 12. Banking, Fiscal Year, and Records

• 12.1. Banking Arrangements: [Description of Banking Arrangements]
• 12.2. Fiscal Year: [Month, Day] to [Month, Day] (Compliant with Wisconsin taxation)
• 12.3. Selection of Accountants: [Procedure for Selecting Accountants]
• 12.4. Record-Keeping Protocols: [Description of Record-Keeping Protocols (including upkeep and inspection at a Wisconsin location)]

Article 13. Allocation of Profits and Losses

• 13.1. Allocation Among Partners: [Description of Allocation of Profits and Losses]
• 13.2. Timing and Form of Distributions: [Description of Timing and Form of Distributions]
• 13.3. Non-Cash Distributions: [Handling of Non-Cash Distributions]
• 13.4. Preferred Returns/Special Allocations: [Description of Preferred Returns/Special Allocations (in compliance with Wisconsin partnership tax provisions)]

Article 14. Tax Matters

• 14.1. Tax Classification: Partnership for federal and Wisconsin income tax purposes.
• 14.2. Tax Matters Partner/Partnership Representative: [Name and Contact Information]
• 14.3. Schedules K-1: [Requirements for Schedules K-1]
• 14.4. Federal and Wisconsin Partnership Returns: [Responsibility for Filing]

Article 15. Indemnification

• 15.1. Indemnification of General Partners: [Description of Indemnification Provisions]
• 15.2. Limits of General Partner Liability: [Clarification of Limits of General Partner Liability]
• 15.3. Limited Partner Liability Shield: Limited partners enjoy the statutory liability shield under Wis. Stat. 179.23, except for participation in control.

Article 16. Insurance

• 16.1. Liability Insurance: [Description of Liability Insurance Coverage]
• 16.2. Errors/Omissions Insurance: [Description of Errors/Omissions Insurance Coverage]
• 16.3. Property Insurance: [Description of Property Insurance Coverage]
• 16.4. Industry-Required Policies: [List of Industry-Required Policies under Wisconsin Law]

Article 17. Admission of New Partners

• 17.1. Approval Requirements: [Description of Approval Requirements]
• 17.2. Documentation: [List of Required Documentation]
• 17.3. Compliance with Transfer Restrictions: Compliance with transfer restrictions as per Wis. Stat. 179.62.

Article 18. Transfer, Assignment, and Encumbrance of Partnership Interests

• 18.1. Required Consents: [Description of Required Consents]
• 18.2. Rights of First Refusal: [Description of Rights of First Refusal]
• 18.3. Buy-Sell Obligations: [Description of Buy-Sell Obligations]
• 18.4. Involuntary Transfers: [Terms for Involuntary Transfers (e.g., bankruptcy or divorce under Wisconsin marital property law)]

Article 19. Withdrawal, Death, Disability, or Expulsion of Partners

• 19.1. Voluntary Withdrawal: [Restrictions and Procedures for Voluntary Withdrawal]
• 19.2. Death, Disability, or Expulsion: [Procedures for Death, Disability, or Expulsion]
• 19.3. Consequences: [Consequences for Each Status Change (including distribution, buyout, or continuation terms) under Wisconsin rules]

Article 20. Dissolution and Winding Up

• 20.1. Dissolution Events: [List of Events Triggering Dissolution in accordance with Wis. Stat. 179.70-179.72]
• 20.2. Notice to Creditors: [Procedures for Notice to Creditors]
• 20.3. Liquidation of Assets: [Procedures for Liquidation of Assets]
• 20.4. Debt Payment: [Prioritization and Process for Debt Payment]
• 20.5. Distribution of Remaining Assets: [Process for Distribution of Remaining Assets]

Article 21. Dispute Resolution

• 21.1. Negotiation: [Description of Negotiation Framework]
• 21.2. Mediation: [Description of Mediation Framework]
• 21.3. Arbitration: [Description of Arbitration Framework]
• 21.4. Location/Venue: [Location/Venue in Wisconsin]
• 21.5. Governing Law: Laws of the State of Wisconsin.

Article 22. Confidentiality and Non-Competition

• 22.1. Confidentiality Obligations: [Description of Confidentiality Obligations Specific to the Partnership’s Wisconsin Business Model]
• 22.2. Non-Competition Obligations: [Description of Non-Competition Obligations Specific to the Partnership’s Wisconsin Business Model and Local Regulatory Minimums]

Article 23. Intellectual Property, Data Privacy, and Non-Solicitation

• 23.1. Intellectual Property: [Description of Intellectual Property Obligations]
• 23.2. Data Privacy: [Description of Data Privacy Obligations, especially where required by Wisconsin industry-specific statutes]
• 23.3. Non-Solicitation: [Description of Non-Solicitation Obligations]

Article 24. Non-Waiver of Statutory Rights

• 24.1. Non-Waiver: Partner non-waiver of statutory rights except as expressly permitted.
• 24.2. Variation of Default Provisions: Procedures for varying default provisions of Wis. Stat. 179 where legally allowed.

Article 25. Amendment

• 25.1. Notice: [Description of Notice Requirements]
• 25.2. Voting/Consent: [Description of Voting/Consent Requirements]
• 25.3. Wisconsin Statutory Filing Obligations: Any Wisconsin statutory filing obligations for amendments to the certificate of limited partnership.

Article 26. Communications

• 26.1. Methods: [Permissible Communication Methods (mail, electronic, personal delivery) compliant with Wisconsin requirements]
• 26.2. Addresses for Notice: [List of addresses for each partner]

Article 27. Wisconsin Filings

• 27.1. Annual Filings: Requirements for annual Wisconsin filings.
• 27.2. Certificates of Formation/Amendment: Requirements for certificates of formation/amendment.
• 27.3. Foreign Qualification: Requirements for foreign qualification (if operating outside Wisconsin).
• 27.4. Registered Agent: Designation/maintenance of registered agent.

Article 28. Compliance with Wisconsin Laws

• 28.1. Regulatory Laws: Compliance with all relevant Wisconsin regulatory laws.
• 28.2. Licensing Laws: Compliance with all relevant Wisconsin licensing laws.
• 28.3. Environmental Laws: Compliance with all relevant Wisconsin environmental laws.
• 28.4. Employment Laws: Compliance with all relevant Wisconsin employment laws.
• 28.5. Consequences for Violation: [Description of Consequences for Violation]

Article 29. Representations and Warranties

• 29.1. Partner Representations and Warranties: [Description of Partner Representations and Warranties]
• 29.2. Partnership Representations and Warranties: [Description of Partnership Representations and Warranties]
• 29.3. Regulatory Reporting: [Requirements for Regulatory Reporting]
• 29.4. Audit Rights: [Description of Audit Rights]
• 29.5. Inspection of Company Records: [Description of Procedures for Inspection of Company Records as required under Wisconsin law]

Article 30. Miscellaneous

• 30.1. Integration Clause: This Agreement constitutes the entire agreement between the parties.
• 30.2. Severability: If any provision is held invalid, the remaining provisions shall remain in effect.
• 30.3. Counterparts: This Agreement may be executed in counterparts.
• 30.4. Execution: This Agreement is executed in compliance with Wisconsin law and customary Wisconsin commercial practice.
• 30.5 State Specific Adjustments: Adjust all clauses to reflect the particular business, risk factors, and partnership objectives in Wisconsin, and account for any industry-specific rules, insurance, or bonding requirements within the state.

[Signatures of all General and Limited Partners]