Wisconsin Partnership Agreement

Wisconsin partnership agreements detail the relationship that partners have with one another as well as the unincorporated business they own. This binding agreement is an integral part of a partnership since it clearly shows how the affairs of the partnership will be conducted, who is responsible for management, and when and how the partnership will dissolve.

Last updated January 27th, 2025

Wisconsin partnership agreements detail the relationship that partners have with one another as well as the unincorporated business they own. This binding agreement is an integral part of a partnership since it clearly shows how the affairs of the partnership will be conducted, who is responsible for management, and when and how the partnership will dissolve.

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Wisconsin Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Statement Of Partnership Authority
Or limited liability partnership authority (Filing Fee: $100.00)
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $100.00)
Limited Liability Partnership (LLP) Statement Of Partnership Authority (Limited Liability Partnership) (Filing Fee: $100.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Liability Limited Partnership (Filing Fee: $100.00) Include explicitly worded statement and satisfy all other requirements.

Fiduciary Duty

Duty of Loyalty:
  • Partners owe their partnership an account of the property and of any “profit or benefit” they derive, gain or receive from conducting or winding up business as well as any use of partnership assets.[1]
  • Partners must satisfy “the duty to refrain” from performing any partnership dealings as a person or for a person with opposing interests to the partnership.[2]
  • Partners do not conduct affairs that compete with the partnership while conducting business or “before the dissolution of the partnership.”[3]

Duty of Care:

  • Partners cannot pursue conduct that violates Wisconsin law or pursue activities contributing to conduct that is “grossly negligent” or “reckless.”[4]

Partners must “exercise any rights” the partnership agreement assigns in compliance with its good faith, as well as fair dealings, requirement.[5]

Partners are only able to pursue additional interests by upholding their partnership obligations and requirements of the law at all times.[6]

Liability

Partners are vulnerable to assuming the “debts, obligations, and other liabilities” that are under a partnership’s responsibility; however, exceptions, such as those through a claimant’s action, are sometimes available.[7]
Persons open themselves to being “personally liable” for a partnership’s debts and obligations that occur, specifically after the date of their admittance to that partnership.[8]
Limited liability partnerships are “solely” responsible for their debts and obligations thus, preventing partners from assuming personal liability for no other reason than being a partner.[9]
Partners are not susceptible to liabilities only because a limited liability partnership fails to “observe formalities” in the partnership’s management or exercise of authority.[10]
Partnerships can assume the liability for “loss or injury” to a person whenever such liability originates from a partner’s actionable conduct and is seemingly part of everyday business or otherwise approved by the partnership.[11]
Partnerships are liable for partners that receive and then misapply “money or property” during ordinary partnership business.[12]

State Definitions (7)

Partner means a person that is either a “limited partner or general partner” in a partnership, as per the partnership agreement and formal registration.[13]
General partner means an individual, trust, corporation, or business (i.e., a person or legal entity) in a partnership and carries such assignment through the partnership agreement, by registration, and in compliance with Wisconsin law.[14]
Limited partner means a person satisfying the Wisconsin Uniform Partnership Act requirements for this role, is not “dissociated” from the partnership, and holds a legal partnership agreement naming them as such.[15]
Limited liability limited partnership means that an LLLP is a domestic limited liability limited partnership in accordance with Wisconsin partnership law as well as holding a current certificate of limited partnership with the appropriate qualifying statements.[16]
Limited partnership means, specifically, a domestic partnership that is “subject” to Wisconsin state law, legally holds a certificate of limited partnership, and is composed of at least two partners, with at least one being a limited partner and one (or more) general partner; additionally, limited liability limited partnerships fall under this term.[17]
Foreign partnership means a partnership operating under a foreign jurisdiction’s law that is significantly comparable to the Wisconsin Uniform Partnership Act; this term also includes foreign limited liability partnerships.[18]
A foreign limited partnership means that a limited partnership functions and is subject to laws of an out-of-state jurisdiction (other than Wisconsin) but whose “governing law” is directly comparable to the Wisconsin Uniform Limited Partnership Act.[19]