Partnership Agreement - Limited (Wisconsin)

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________] L.P.

A Wisconsin Limited Partnership

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THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, pursuant to the Wisconsin Uniform Limited Partnership Law, Wis. Stat. Chapter 179 (the "Act").

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TABLE OF CONTENTS

1. Recitals and Formation
2. Definitions
3. Partnership Purpose and Business
4. Partners -- General and Limited
5. Capital Contributions
6. Allocations and Distributions
7. Management and Voting Rights
8. Rights and Obligations of General Partner
9. Rights and Obligations of Limited Partners
10. Transfer of Partnership Interests
11. Admission of New Partners
12. Withdrawal and Dissociation
13. Dissolution and Winding Up
14. Books, Records, and Accounting
15. Tax Matters
16. Indemnification and Liability
17. Dispute Resolution
18. Amendments
19. General Provisions
20. Signature Blocks

Exhibits:

• Exhibit A: Capital Contribution Schedule
• Exhibit B: Certificate of Limited Partnership Reference
• Exhibit C: Form of Assignment of Partnership Interest

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ARTICLE 1: RECITALS AND FORMATION

Section 1.1 Recitals

WHEREAS, the parties desire to form a limited partnership under the laws of the State of Wisconsin for the purposes described herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Wisconsin Department of Financial Institutions (the "DFI") pursuant to Wis. Stat. § 179.0201;

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the Partnership and each other;

WHEREAS, the General Partner and the Limited Partners desire to enter into this Agreement to govern the affairs of the Partnership and the conduct of its business in accordance with the Act;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1.2 Formation

The Partnership has been formed as a limited partnership under the Act by the filing of a Certificate of Limited Partnership with the DFI on [__/__/____] (the "Formation Date"), in accordance with Wis. Stat. § 179.0201. The Partnership was formed at the time the Certificate became effective.

Section 1.3 Name

The name of the Partnership is [________________________________] L.P. (the "Partnership"). The General Partner may change the name of the Partnership in compliance with Wis. Stat. § 179.0108, provided that the name shall contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and shall be distinguishable upon the records of the DFI from the name of every other entity organized, registered, or authorized to transact business in Wisconsin.

Section 1.4 Registered Agent and Registered Office

(a) The Partnership shall continuously maintain a registered agent and registered office in the State of Wisconsin, as required by Wis. Stat. § 179.0113.

(b) The registered agent is:

Name: [________________________________]

(c) The registered office address is:

Street Address: [________________________________]

City: [________________________________], Wisconsin [____]

(d) The General Partner may change the registered agent and registered office by filing the appropriate document with the DFI. The registered agent must be either a Wisconsin resident individual whose business office is the registered office, or an entity authorized to transact business in Wisconsin with a business office identical to the registered office.

Section 1.5 Principal Place of Business

The principal office of the Partnership is located at:

[________________________________]

[________________________________]

[________________________________], Wisconsin [____]

The General Partner may change the principal office upon written notice to all Partners.

Section 1.6 Term

The Partnership shall commence on the Formation Date and shall continue in perpetuity unless dissolved in accordance with Article 13 of this Agreement or as otherwise required by the Act.

Section 1.7 Partnership Agreement and Certificate

(a) This Agreement constitutes the "partnership agreement" of the Partnership as defined in Wis. Stat. § 179.0102(15). This Agreement governs the relations of the Partners to each other and to the Partnership, the rights and duties of the Partners, the activities and affairs of the Partnership, and other matters described in the Act.

(b) The General Partner shall execute, file, and maintain the Certificate of Limited Partnership with the DFI and shall cause to be filed such amendments and other documents as required under the Act, including amendments required under Wis. Stat. § 179.0202.

(c) Each Limited Partner hereby irrevocably constitutes and appoints the General Partner as the Limited Partner's attorney-in-fact for the execution and filing of certificates and documents.

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ARTICLE 2: DEFINITIONS

Section 2.1 Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Act" means the Wisconsin Uniform Limited Partnership Law, Wis. Stat. Chapter 179, as amended from time to time.

"Additional Capital Contribution" means any Capital Contribution made by a Partner after such Partner's Initial Capital Contribution.

"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account balance after giving effect to adjustments described in Treasury Regulation § 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Agreement" means this Limited Partnership Agreement, as amended or restated from time to time.

"Bankruptcy" means, with respect to any Person, the filing of a voluntary petition under federal bankruptcy laws, the filing of an involuntary petition not dismissed within ninety (90) days, the appointment of a receiver or trustee, or the making of a general assignment for the benefit of creditors.

"Capital Account" means the separate capital account maintained for each Partner in accordance with Section 5.4 and Treasury Regulation § 1.704-1(b)(2)(iv).

"Capital Contribution" means the total amount of cash and the fair market value of any property contributed to the Partnership by a Partner.

"Certificate" means the Certificate of Limited Partnership filed with the DFI pursuant to Wis. Stat. § 179.0201.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"DFI" means the Wisconsin Department of Financial Institutions.

"Distributable Cash" means all cash received by the Partnership less amounts set aside for operating expenses, debt service, capital improvements, reserves, and other amounts deemed necessary by the General Partner.

"Distribution" means a transfer of money or other property from the Partnership to a Partner in the Partner's capacity as a Partner, as described in Wis. Stat. § 179.0102(6).

"Effective Date" means the date first written above.

"Fiscal Year" means the calendar year, unless otherwise required by the Code.

"General Partner" means any Person designated as a general partner in this Agreement and any Person admitted as an additional or successor General Partner.

"Initial Capital Contribution" means the Capital Contribution made by each Partner as set forth on Exhibit A.

"Interest" or "Partnership Interest" means a Partner's entire interest in the Partnership.

"Limited Partner" means any Person designated as a limited partner in this Agreement and any Person admitted as an additional or substitute limited partner.

"Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Partnership Interests.

"Net Profits" and "Net Losses" mean, for each Fiscal Year, the Partnership's taxable income or loss determined under Code Section 703(a), with appropriate adjustments.

"Partner" means a General Partner or a Limited Partner, as the context requires.

"Partnership" means the limited partnership formed under this Agreement and the Act.

"Percentage Interest" means, with respect to each Partner, the percentage set forth on Exhibit A, as adjusted from time to time.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, estate, association, governmental authority, or other entity, as defined in Wis. Stat. § 179.0102(16).

"Transferable Interest" means a Partner's right to receive distributions, as described in Wis. Stat. § 179.0102(23).

"Treasury Regulations" means the federal income tax regulations under the Code.

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ARTICLE 3: PARTNERSHIP PURPOSE AND BUSINESS

Section 3.1 Purpose

The purpose of the Partnership is to:

[________________________________]

[________________________________]

and to engage in any lawful business or activity permitted under the Act.

Section 3.2 Powers

The Partnership shall have all powers necessary or advisable to carry out its purposes, including:

(a) Acquiring, holding, managing, developing, selling, leasing, and dealing in real and personal property;

(b) Borrowing money and granting security interests in Partnership assets;

(c) Entering into contracts and agreements;

(d) Employing agents, employees, and independent contractors;

(e) Opening bank accounts and investing funds;

(f) Bringing and defending legal proceedings in any Wisconsin Circuit Court or other court of competent jurisdiction;

(g) Obtaining insurance;

(h) Making distributions to Partners; and

(i) Taking all other actions necessary to carry out the Partnership's purposes.

Section 3.3 Limitations

The Partnership shall not engage in any activity that would: (a) cause the Partnership to be treated as a corporation for federal income tax purposes; or (b) be inconsistent with its stated purpose without the consent of the General Partner and a Majority in Interest of the Limited Partners.

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ARTICLE 4: PARTNERS -- GENERAL AND LIMITED

Section 4.1 General Partner

The following Person is the General Partner:

Name	Address	Entity Type	State of Organization
[________________________________]	[________________________________]	[____]	[____]

Section 4.2 Limited Partners

The following Persons are the Limited Partners:

Name	Address	Entity Type	State of Organization
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]

Section 4.3 Summary of Partnership Interests

Partner	Type	Initial Capital Contribution	Percentage Interest
[________________________________]	General Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
TOTAL		$[________________________________]	100%

Section 4.4 Representations and Warranties

Each Partner represents and warrants that:

(a) Such Partner has the legal capacity, power, and authority to execute and perform this Agreement;

(b) The execution and performance of this Agreement does not violate any law, regulation, or agreement binding upon such Partner;

(c) This Agreement constitutes a legal, valid, and binding obligation;

(d) Such Partner is acquiring its Partnership Interest for investment purposes only;

(e) Such Partner has had the opportunity to obtain independent legal and tax advice;

(f) If such Partner is an entity, it is duly organized and in good standing; and

(g) Such Partner is not in violation of any applicable securities laws.

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ARTICLE 5: CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions

Each Partner shall make an Initial Capital Contribution as set forth on Exhibit A on or before the Effective Date.

Section 5.2 Additional Capital Contributions

(a) No Partner shall be required to make Additional Capital Contributions except as follows:

☐ No Additional Capital Contributions required

☐ Additional Capital Contributions upon Capital Call (Section 5.3)

☐ Other: [________________________________]

(b) Additional Capital Contributions shall be proportionate to Percentage Interests unless otherwise agreed.

Section 5.3 Capital Calls

(a) The General Partner may issue Capital Calls if additional capital is necessary or advisable.

(b) Each Capital Call notice shall specify: (i) the aggregate amount; (ii) each Partner's share; (iii) the purpose; and (iv) the due date (not less than thirty (30) days from notice).

(c) Capital Calls require the prior consent of:

☐ The General Partner alone

☐ The General Partner and a Majority in Interest of Limited Partners

☐ All Partners

(d) Default. If a Limited Partner fails to make a required contribution, the General Partner may:

(i) Dilute the defaulting Partner's Percentage Interest proportionally;

(ii) Charge interest at [____]% per annum;

(iii) Permit non-defaulting Partners to contribute the defaulting Partner's share;

(iv) Pursue other available remedies; or

(v) Any combination of the foregoing.

Section 5.4 Capital Accounts

A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation § 1.704-1(b)(2)(iv), credited with contributions and allocated profits, and debited with distributions and allocated losses.

Section 5.5 No Interest on Capital

No Partner shall receive interest on Capital Contributions or Capital Account balance unless otherwise agreed in writing.

Section 5.6 Return of Capital

(a) No Partner has the right to demand return of Capital Contributions except as provided herein or required by the Act.

(b) No Partner is liable for the return of another Partner's Capital Contributions.

(c) No Limited Partner is obligated to restore a negative Capital Account balance.

Section 5.7 Form of Contribution

Capital Contributions may be made in cash or, with the General Partner's approval, in property, services, or other obligations, in accordance with Wis. Stat. § 179.0501.

Section 5.8 Liability for Contribution

A Partner's obligation to make a Capital Contribution is not excused by the Partner's death, disability, or other inability to perform, except as otherwise provided in this Agreement or in accordance with Wis. Stat. § 179.0502. If a Partner does not make a promised contribution, the Partner or the Partner's estate is obligated to contribute money equal to the value of that portion of the contribution which has not been made.

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ARTICLE 6: ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocation of Net Profits and Net Losses

(a) Net Profits shall be allocated in proportion to Percentage Interests, except as otherwise required by Section 6.2 or the Code.

(b) Net Losses shall be allocated in proportion to Percentage Interests; provided that no allocation shall cause or increase a deficit in a Limited Partner's Adjusted Capital Account.

(c) Unallocated losses shall be allocated to the General Partner.

Section 6.2 Special Allocations

(a) Qualified Income Offset. If a Limited Partner unexpectedly receives an adjustment described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), income items shall be allocated to eliminate the Adjusted Capital Account deficit as quickly as possible.

(b) Minimum Gain Chargeback. Per Treasury Regulation § 1.704-2(f).

(c) Partner Minimum Gain Chargeback. Per Treasury Regulation § 1.704-2(i)(4).

(d) Nonrecourse Deductions. Allocated in proportion to Percentage Interests.

(e) Partner Nonrecourse Deductions. Allocated to the Partner bearing economic risk of loss.

(f) Code Section 754 Adjustments. Allocated consistently with Treasury Regulations.

Section 6.3 Tax Allocations

(a) Tax items shall be allocated consistently with their "book" counterparts, except as otherwise required.

(b) Code Section 704(c) allocations shall take account of variation between adjusted tax basis and fair market value of contributed property.

(c) Code Section 704(c) method:

☐ Traditional Method

☐ Traditional Method with Curative Allocations

☐ Remedial Method

Section 6.4 Distributions

(a) Sharing of Distributions. Distributions before dissolution shall be made as provided in this Agreement, in accordance with Wis. Stat. § 179.0503.

(b) Timing. Distributions shall be made not less frequently than:

☐ Quarterly

☐ Semi-annually

☐ Annually

☐ Other: [________________________________]

(c) Order of Distribution:

(i) First, to Partners in proportion to Percentage Interests until each has received cumulative distributions equal to Capital Contributions;

(ii) Second, to Partners for a preferred return of [____]% per annum on unreturned Capital Contributions;

(iii) Third, the remainder in proportion to Percentage Interests.

(d) Limitations on Distributions. A limited partnership may not make a distribution if, after the distribution:

(i) The limited partnership would not be able to pay its debts as they become due in the ordinary course of business; or

(ii) The limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of partners with superior rights;

in accordance with Wis. Stat. § 179.0504.

(e) Tax Distributions. The General Partner shall cause tax distributions sufficient to cover each Partner's estimated tax liability attributable to Partnership income, calculated at the highest marginal federal and Wisconsin state income tax rate.

(f) In-Kind Distributions. Permitted only with the General Partner's consent, valued at fair market value.

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ARTICLE 7: MANAGEMENT AND VOTING RIGHTS

Section 7.1 Management by General Partner

The management of the Partnership is vested exclusively in the General Partner, in accordance with Wis. Stat. § 179.0406. The General Partner has the exclusive right to manage the activities and affairs of the Partnership.

Section 7.2 No Right of Management -- Limited Partners

A Limited Partner does not have the right or power as a limited partner to act for or bind the limited partnership, in accordance with Wis. Stat. § 179.0302.

Section 7.3 Voting Rights of Limited Partners

(a) The following matters require Limited Partner approval:

Action	Required Vote
Amendment of this Agreement	[____]% of Limited Partners
Admission of a new General Partner	[____]% of Limited Partners
Removal of the General Partner	[____]% of Limited Partners
Dissolution of the Partnership	[____]% of Limited Partners
Sale of all or substantially all assets	[____]% of Limited Partners
Merger, interest exchange, conversion, or domestication	[____]% of Limited Partners
Incurrence of debt exceeding $[________________________________]	[____]% of Limited Partners
Any transaction with an Affiliate of the General Partner	[____]% of Limited Partners

(b) Each Limited Partner shall be entitled to vote in proportion to its Percentage Interest.

Section 7.4 Meetings

(a) The General Partner may call meetings at any time. A meeting shall be called upon the written request of Limited Partners holding at least [____]% of aggregate Percentage Interests.

(b) Written notice of at least [____] days shall be given specifying time, place, and purpose.

(c) A quorum requires a Majority in Interest present in person or by proxy.

(d) Any action may be taken without a meeting by written consent of Partners holding the requisite Percentage Interest.

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ARTICLE 8: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 8.1 Authority

(a) The General Partner has full authority to manage the Partnership and to take all actions on behalf of the Partnership, in accordance with Wis. Stat. § 179.0406.

(b) The General Partner is authorized to:

(i) Execute and perform agreements and contracts;

(ii) Open bank accounts;

(iii) Hire and terminate employees and contractors;

(iv) Retain professional advisors;

(v) Incur indebtedness and grant security interests;

(vi) Acquire, manage, sell, and deal with property;

(vii) Make tax elections;

(viii) Institute and defend legal proceedings in any Wisconsin Circuit Court or other court;

(ix) Obtain insurance;

(x) Establish reserves; and

(xi) Take all other necessary or advisable actions.

Section 8.2 Standards of Conduct

(a) The General Partner shall discharge duties in accordance with Wis. Stat. § 179.0408, which provides that the only fiduciary duties a general partner owes to the limited partnership and the other partners are the duties of loyalty and care.

(b) Duty of Loyalty. The General Partner's duty of loyalty includes:

(i) To account for any property, profit, or benefit derived from the conduct of the Partnership's activities or from the use of Partnership property, including the appropriation of a Partnership opportunity;

(ii) To refrain from dealing with the Partnership as or on behalf of a Person having an adverse interest; and

(iii) To refrain from competing with the Partnership in the conduct of its activities before the dissolution of the Partnership.

(c) Duty of Care. The General Partner's duty of care is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.

(d) Good Faith and Fair Dealing. The General Partner shall discharge duties consistent with the contractual obligation of good faith and fair dealing under Wis. Stat. § 179.0105(4).

Section 8.3 Compensation

(a) The General Partner shall receive the following compensation:

☐ Management fee of $[________________________________] per [____]

☐ Management fee equal to [____]% of [________________________________]

☐ No management fee

☐ Other: [________________________________]

(b) The General Partner shall be reimbursed for all reasonable expenses incurred in connection with Partnership business.

Section 8.4 Limitation on Authority

The General Partner shall not, without the prior consent specified in Section 7.3, take any of the following actions:

(a) Sell all or substantially all Partnership assets;

(b) Merge, convert, or domesticate the Partnership;

(c) Incur indebtedness exceeding $[________________________________];

(d) Enter into any Affiliate transaction;

(e) Amend any material provision of this Agreement;

(f) File a voluntary bankruptcy petition;

(g) Admit any new Partner; or

(h) Take any action making it impossible to carry on the ordinary business.

Section 8.5 General Partner's Liability

A General Partner is liable for the debts and obligations of the Partnership as provided in Wis. Stat. § 179.0404, unless the Partnership has elected limited liability limited partnership (LLLP) status.

Section 8.6 Other Activities

The General Partner may engage in other activities unless restricted by this Agreement.

☐ Exclusivity Provision. The General Partner shall not engage in competing activities without consent of a Majority in Interest of Limited Partners.

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ARTICLE 9: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 9.1 No Liability for Partnership Obligations

A Limited Partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership, in accordance with Wis. Stat. § 179.0303.

Section 9.2 No Right of Management

A Limited Partner does not have the right or power to act for or bind the Partnership, in accordance with Wis. Stat. § 179.0302.

Section 9.3 Right to Information

(a) Each Limited Partner has the right to obtain information from the Partnership in accordance with Wis. Stat. § 179.0304, including:

(i) Information concerning the Partnership's activities, affairs, and financial condition reasonably required for the proper exercise of the limited partner's rights and duties;

(ii) A copy of this Agreement and the Certificate and all amendments;

(iii) The Partnership's federal and state income tax returns;

(iv) A current list of Partners with names and addresses;

(v) Financial statements; and

(vi) Other information as is just and reasonable.

(b) A Limited Partner requesting information shall describe with reasonable particularity the information sought and the purpose for the request.

(c) The General Partner shall notify all Limited Partners within [____] days of any material event affecting the Partnership.

Section 9.4 Inspection Rights

A Limited Partner may inspect and copy Partnership records during normal business hours upon reasonable notice.

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ARTICLE 10: TRANSFER OF PARTNERSHIP INTERESTS

Section 10.1 General Restrictions

(a) No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article 10.

(b) Any purported Transfer in violation of this Article shall be null and void.

Section 10.2 Transfer of Transferable Interest

A transfer of a Transferable Interest is governed by Wis. Stat. § 179.0702. A transfer does not, as a result of the transfer alone, entitle the transferee to participate in the management or conduct of the Partnership's activities or to become or exercise any rights of a Partner.

Section 10.3 Permitted Transfers

A Transfer shall be permitted without compliance with Sections 10.4 and 10.5 if made:

(a) To a trust for the benefit of the transferring Partner or immediate family;

(b) To an entity in which the transferring Partner holds a majority interest;

(c) By bequest or intestate succession upon death; or

(d) To an existing Partner.

Section 10.4 Right of First Refusal

(a) Before any non-Permitted Transfer, the transferring Partner shall offer the Interest to the other Partners.

(b) The Transfer Notice shall specify: (i) the Interest to be Transferred; (ii) the proposed transferee; (iii) the price and terms; and (iv) all material terms.

(c) Non-transferring Partners have [____] days to exercise pro rata purchase rights.

(d) If not fully exercised, the transferring Partner may complete the Transfer within [____] days on terms no less favorable.

Section 10.5 Consent Requirements

Any non-Permitted Transfer requires the prior written consent of:

☐ The General Partner only

☐ The General Partner and a Majority in Interest of Limited Partners

☐ All Partners

Section 10.6 Conditions to Transfer

No Transfer shall be effective unless: (a) the transferee agrees to be bound by this Agreement; (b) applicable securities laws are satisfied; (c) the Transfer would not cause PTP treatment under Code Section 7704; (d) the Transfer would not cause Partnership termination; and (e) all consents have been obtained.

Section 10.7 Drag-Along Rights

If the General Partner and Limited Partners holding at least [____]% of aggregate Percentage Interests approve a sale of all or substantially all Partnership assets, all Partners shall be obligated to participate on the same terms.

Section 10.8 Tag-Along Rights

If the General Partner proposes to Transfer all or a majority of its Interest, each Limited Partner may participate pro rata on the same terms.

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ARTICLE 11: ADMISSION OF NEW PARTNERS

Section 11.1 Admission of Limited Partners

(a) A Person becomes a limited partner at the time provided in this Agreement, in accordance with Wis. Stat. § 179.0301.

(b) The General Partner's written consent is required, plus:

☐ No additional consent

☐ A Majority in Interest of existing Limited Partners

☐ All existing Limited Partners

(c) The new Limited Partner shall execute a counterpart of this Agreement and make such Capital Contribution as the General Partner determines.

Section 11.2 Admission of Substitute Limited Partners

A transferee may be admitted as a substitute Limited Partner upon: (a) compliance with Article 10; (b) the General Partner's consent; (c) execution of a counterpart of this Agreement; and (d) payment of reasonable admission expenses.

Section 11.3 Admission of General Partners

A Person becomes a general partner only in accordance with Wis. Stat. § 179.0401, with the consent of all Partners or as otherwise provided in this Agreement, and upon the affirmative vote of Limited Partners holding at least [____]% of aggregate Percentage Interests.

Section 11.4 Amendment of Records

Upon admission of any new Partner, the General Partner shall amend Exhibit A and, if required, amend the Certificate with the DFI.

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ARTICLE 12: WITHDRAWAL AND DISSOCIATION

Section 12.1 Dissociation as Limited Partner

A Person is dissociated as a limited partner upon the occurrence of events described in Wis. Stat. § 179.0601, including:

(a) Notice of the Person's express will to withdraw as a limited partner;

(b) An event agreed to in this Agreement as causing dissociation;

(c) The Person's expulsion by judicial order;

(d) The Person's Bankruptcy;

(e) In the case of a natural person, death or a judicial determination of incapacity;

(f) In the case of a trust, distribution of the trust's entire Transferable Interest;

(g) In the case of an estate, distribution of the estate's entire Transferable Interest;

(h) Termination of the Person's existence (if an entity); or

(i) The Partnership's dissolution and commencement of winding up.

Section 12.2 Dissociation as General Partner

A Person is dissociated as a general partner upon the occurrence of events described in Wis. Stat. § 179.0603, including:

(a) Notice of the Person's express will to withdraw;

(b) An event agreed to in this Agreement;

(c) Removal by the affirmative vote of Limited Partners holding at least [____]% of aggregate Percentage Interests;

(d) The Person's Bankruptcy;

(e) The Person's death or incapacity (if a natural person);

(f) Termination of the Person's existence (if an entity);

(g) Appointment of a receiver, trustee, or liquidator; or

(h) The Partnership's dissolution and commencement of winding up.

Section 12.3 Effect of Dissociation of General Partner

(a) If a General Partner is dissociated and at least one General Partner remains, the remaining General Partner(s) shall continue the business.

(b) If all General Partners have been dissociated, the Partnership shall be dissolved unless, within ninety (90) days, Partners owning a majority of the Transferable Interests consent to continue and admit at least one new General Partner.

Section 12.4 Wrongful Dissociation

A Person who wrongfully dissociates as a General Partner is liable for damages caused by such wrongful dissociation.

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ARTICLE 13: DISSOLUTION AND WINDING UP

Section 13.1 Events of Dissolution

The Partnership is dissolved upon the occurrence of any of the following, in accordance with Wis. Stat. § 179.0801:

(a) The happening of an event specified in this Agreement;

(b) The consent of all general partners and limited partners owning a majority of the rights to receive distributions;

(c) After the dissociation of the last or sole general partner, unless within ninety (90) days the requirements of Section 12.3(b) are met;

(d) Entry of a judicial decree of dissolution under Wis. Stat. § 179.0802;

(e) Administrative dissolution by the DFI; or

(f) A statement of dissolution under Wis. Stat. § 179.0803.

Section 13.2 Judicial Dissolution

On application by a partner, the Circuit Court for the county in which the Partnership's principal office is located (or, if no principal office in Wisconsin, Dane County Circuit Court) may order dissolution, in accordance with Wis. Stat. § 179.0802.

Section 13.3 Winding Up

(a) Upon dissolution, the Partnership's activities and affairs shall be wound up in accordance with Wis. Stat. § 179.0803.

(b) The Person winding up shall:

(i) Collect all assets;

(ii) Discharge or provide for all liabilities, including claims resolved under Wis. Stat. §§ 179.0812 and 179.0813;

(iii) Distribute remaining assets to Partners per Section 13.4;

(iv) File a statement of termination with the DFI.

Section 13.4 Distribution of Assets Upon Dissolution

Assets shall be distributed in the following order:

(a) First, to creditors, including Partners who are creditors, in satisfaction of liabilities;

(b) Second, to Partners in proportion to their positive Capital Account balances after giving effect to all allocations;

(c) Third, to Partners in proportion to their Percentage Interests.

Section 13.5 Deficit Capital Accounts

(a) No Limited Partner shall be required to restore a deficit Capital Account balance.

(b) The General Partner shall restore any deficit within ninety (90) days of final liquidation, in accordance with Treasury Regulation § 1.704-1(b)(2)(ii)(b)(3).

Section 13.6 Statement of Termination

Upon completion of winding up, the General Partner or other authorized Person shall file a statement of termination with the DFI.

Section 13.7 Disposition of Known Claims

The Partnership may dispose of known claims by notification in accordance with Wis. Stat. § 179.0812, providing claimants with notice specifying the information required and the deadline for response.

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ARTICLE 14: BOOKS, RECORDS, AND ACCOUNTING

Section 14.1 Books and Records

The Partnership shall maintain complete and accurate books and records at its principal office, including:

(a) A current list of each Partner's name, address, and Capital Contribution;

(b) A copy of this Agreement and the Certificate and all amendments;

(c) Federal and state income tax returns for the three most recent Fiscal Years;

(d) Financial statements for the three most recent Fiscal Years;

(e) Minutes of all meetings of Partners; and

(f) A record of all distributions and Capital Account balances.

Section 14.2 Accounting Method

☐ Cash method

☐ Accrual method

☐ Other: [________________________________]

Section 14.3 Fiscal Year

The Fiscal Year shall be the calendar year.

Section 14.4 Financial Statements

(a) The General Partner shall deliver to each Partner:

(i) Annual Financial Statements within [____] days after year-end:

☐ Audited

☐ Reviewed

☐ Compiled

(ii) Quarterly Reports within [____] days after quarter-end.

(b) Financial statements shall be prepared in accordance with GAAP.

Section 14.5 Tax Returns

The General Partner shall prepare and timely file all required tax returns and provide Schedule K-1s within [____] days after year-end.

Section 14.6 Bank Accounts

All funds shall be deposited in accounts designated by the General Partner. Withdrawals shall be made only by authorized Persons.

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ARTICLE 15: TAX MATTERS

Section 15.1 Tax Classification

The Partnership shall be classified as a partnership for federal income tax purposes.

Section 15.2 Partnership Representative

(a) The General Partner shall serve as Partnership Representative under Code Section 6223.

(b) The Partnership Representative shall have authority to represent the Partnership in audits, make elections, settle controversies, and make push-out elections under Code Section 6226.

(c) The Partnership Representative shall keep Partners informed and shall not settle any controversy without the prior consent of a Majority in Interest.

Section 15.3 Tax Elections

The General Partner may make tax elections, including: (a) Code Section 754 elections; (b) Code Section 6226 elections; (c) depreciation elections; and (d) any other elections under the Code or Wisconsin law.

Section 15.4 Wisconsin State Tax Provisions

(a) The Partnership shall comply with all Wisconsin state tax requirements, including filing Wisconsin partnership returns with the Wisconsin Department of Revenue.

(b) Each Partner acknowledges responsibility for Wisconsin income taxes on Partnership income allocated to such Partner.

(c) Wisconsin may require the Partnership to withhold taxes on behalf of nonresident Partners pursuant to Wis. Stat. § 71.775.

Section 15.5 Withholding

The Partnership may withhold from distributions any amounts required by federal, Wisconsin, or local tax law. Amounts withheld shall be treated as distributions.

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ARTICLE 16: INDEMNIFICATION AND LIABILITY

Section 16.1 Indemnification

(a) The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, managers, employees, agents, and Affiliates (each, an "Indemnified Person") from any claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising from the management and conduct of the Partnership's business or any act or omission in connection therewith, provided such Person acted in good faith and in a manner not constituting willful misconduct, bad faith, gross negligence, or material breach of this Agreement.

(b) Expenses shall be advanced upon receipt of an undertaking to repay if indemnification is ultimately not warranted.

Section 16.2 Limitation of General Partner Liability

The General Partner shall not be liable for any loss incurred by reason of any good-faith act or omission within the scope of its authority, except for willful misconduct, bad faith, or gross negligence.

Section 16.3 No Liability of Limited Partners

No Limited Partner is personally liable for Partnership obligations solely by reason of being a limited partner, in accordance with Wis. Stat. § 179.0303. This protection applies even if the Limited Partner participates in management and control.

Section 16.4 Insurance

The General Partner may obtain insurance at Partnership expense against any liability asserted against Indemnified Persons.

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ARTICLE 17: DISPUTE RESOLUTION

Section 17.1 Negotiation

In the event of any Dispute, the parties shall first attempt good faith negotiation within [____] days of written notice.

Section 17.2 Mediation

If not resolved within [____] days, the Dispute shall be submitted to mediation by:

☐ The American Arbitration Association (AAA)

☐ JAMS

☐ A mutually agreed-upon mediator

☐ Other: [________________________________]

The mediation shall be conducted in [________________________________], Wisconsin.

Section 17.3 Arbitration

If not resolved through mediation within [____] days, the Dispute shall be resolved by binding arbitration by:

☐ The American Arbitration Association (AAA)

☐ JAMS

☐ Other: [________________________________]

(a) Arbitration shall be in [________________________________], Wisconsin.

(b) [____] arbitrator(s) with partnership and business law experience.

(c) The arbitration award shall be final and binding, with judgment entered in any court of competent jurisdiction, including any Wisconsin Circuit Court or the United States District Court for the Eastern or Western District of Wisconsin.

(d) The prevailing party shall recover its reasonable attorneys' fees and costs.

Section 17.4 Injunctive Relief

Any party may seek injunctive relief from a Wisconsin court without first submitting to mediation or arbitration.

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ARTICLE 18: AMENDMENTS

Section 18.1 Amendments

(a) This Agreement may be amended only by written instrument signed by the General Partner and Limited Partners holding at least:

☐ A Majority in Interest of Limited Partners

☐ Two-thirds (2/3) of Percentage Interests

☐ All Limited Partners

(b) No amendment shall: (i) modify limited liability without the Partner's consent; (ii) alter profit/loss/distribution interests without the Partner's consent; (iii) amend this Section without unanimous consent; or (iv) impose additional contribution obligations without the Partner's consent.

Section 18.2 Administrative Amendments

The General Partner may, without Limited Partner consent, amend this Agreement to: (a) reflect admissions or withdrawals; (b) reflect Percentage Interest changes; (c) cure ambiguities; (d) comply with law; or (e) make non-adverse changes.

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ARTICLE 19: GENERAL PROVISIONS

Section 19.1 Notices

All notices shall be in writing, deemed given when: (a) delivered personally; (b) sent by registered/certified mail; (c) sent by overnight courier; or (d) sent by email with confirmation. Notices shall be addressed per Exhibit A.

Section 19.2 Governing Law

This Agreement shall be governed by Wisconsin law, including the Act, in accordance with Wis. Stat. § 179.0901, without giving effect to conflict of law rules.

Section 19.3 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement and supersedes all prior agreements and understandings.

Section 19.4 Severability

Any invalid or unenforceable provision shall be reformed to the minimum extent necessary; the remainder shall be unaffected.

Section 19.5 Binding Effect

This Agreement binds and benefits the parties and their heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 19.6 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall have full effect under the Wisconsin Uniform Electronic Transactions Act (Wis. Stat. § 137.11 et seq.).

Section 19.7 Waiver

No waiver shall be effective unless in writing. No failure to exercise any right shall constitute a waiver.

Section 19.8 Headings

Headings are for convenience only.

Section 19.9 Construction

(a) "Including" means "including, without limitation."

(b) References to Sections and Exhibits refer to this Agreement.

(c) This Agreement shall not be construed against any party by reason of drafting.

Section 19.10 Creditors

No provision benefits creditors of the Partnership or Partners except as required by the Act.

Section 19.11 Jurisdiction and Venue

Each party irrevocably submits to the exclusive jurisdiction of Wisconsin Circuit Courts and the United States District Courts for the Eastern and Western Districts of Wisconsin.

Section 19.12 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 19.13 Attorneys' Fees

The prevailing party in any action to enforce this Agreement shall recover its reasonable attorneys' fees and costs.

Section 19.14 Confidentiality

Each Partner shall maintain the confidentiality of proprietary Partnership information and shall not disclose it except as required by law or for tax reporting.

Section 19.15 Force Majeure

No party shall be liable for failure or delay caused by circumstances beyond reasonable control.

Section 19.16 No Third-Party Beneficiaries

This Agreement benefits only the parties and their permitted successors and assigns.

Section 19.17 Further Assurances

Each party shall execute additional documents as necessary to carry out this Agreement.

Section 19.18 Annual Report

The Partnership shall file an annual report with the DFI as required by Wis. Stat. § 179.0210, including payment of applicable fees.

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ARTICLE 20: SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date.

GENERAL PARTNER:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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LIMITED PARTNERS:

Limited Partner 1:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 2:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 3:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 4:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 5:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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NOTARY ACKNOWLEDGMENT

State of Wisconsin

County of [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public in and for the State of Wisconsin, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature: [________________________________]

Notary Public, State of Wisconsin

My Commission Expires: [__/__/____]

[NOTARY SEAL]

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EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

Partner Name	Partner Type	Form of Contribution	Amount/Value	Percentage Interest	Date of Contribution
[________________________________]	General Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
TOTAL			$[________________________________]	100%

Property Contributions (if applicable)

Description of Property: [________________________________]

Agreed Fair Market Value: $[________________________________]

Adjusted Tax Basis: $[________________________________]

Encumbrances: [________________________________]

Code Section 704(c) Method: ☐ Traditional ☐ Traditional with Curative ☐ Remedial

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EXHIBIT B: CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

Filing Information:

Filing Agency: Wisconsin Department of Financial Institutions (DFI)

Address: 201 West Washington Avenue, Suite 500, Madison, Wisconsin 53703

Phone: (608) 261-7577

Website: https://www.wdfi.org

Online Filing: https://www.wdfi.org/apps/CorpFormation

Filing Fee: $70.00 (Form 302; non-refundable)

Expedited Service: Additional $25.00

Certificate of Limited Partnership Requirements (Wis. Stat. § 179.0201):

The Certificate of Limited Partnership must state:

1. The name of the limited partnership (must include "limited partnership" or "L.P." or "LP")
2. The street and mailing address of the principal office
3. The name and street and mailing address of the registered agent
4. The name and street and mailing address of each general partner
5. Whether the limited partnership is a limited liability limited partnership (LLLP)
6. Any other matters the general partners determine to include

Filed on: [__/__/____]

DFI Entity ID: [________________________________]

LLLP Election:

☐ This Partnership elects LLLP status under Wis. Stat. § 179.0201(a)(5)

☐ This Partnership does not elect LLLP status

Annual Report:

The Partnership must file an annual report with the DFI in accordance with Wis. Stat. § 179.0210.

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EXHIBIT C: FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST

ASSIGNMENT OF TRANSFERABLE INTEREST

FOR VALUE RECEIVED, the undersigned ("Assignor") hereby assigns to [________________________________] ("Assignee") a [____]% Transferable Interest in [________________________________] L.P. (the "Partnership"), subject to the terms of the Limited Partnership Agreement dated [__/__/____] (the "Agreement").

The Assignor represents and warrants that: (1) the Assignor is the lawful owner of the Interest being assigned; (2) the Interest is free and clear of all liens; (3) the Assignor has full power and authority to execute this Assignment; (4) this Assignment complies with Article 10 of the Agreement; and (5) all required consents have been obtained.

The Assignee acknowledges that: (1) the Assignee has received and reviewed the Agreement; (2) the Assignee agrees to be bound by all terms of the Agreement; (3) the Assignee is acquiring the Interest for investment purposes only; (4) under Wis. Stat. § 179.0702, a transfer does not entitle the Assignee to participate in management or exercise Partner rights unless admitted as a Partner; and (5) the Assignee understands the restrictions on Transfer in Article 10.

ASSIGNOR:

Signature: [________________________________]

Name: [________________________________]

Date: [__/__/____]

ASSIGNEE:

Signature: [________________________________]

Name: [________________________________]

Date: [__/__/____]

ACKNOWLEDGED AND CONSENTED TO BY THE GENERAL PARTNER:

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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This Limited Partnership Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in Wisconsin before use. Laws and regulations change frequently; verify all statutory citations and filing requirements with the Wisconsin Department of Financial Institutions and current Wisconsin Statutes before relying on this document.

Sources and References:

• Wisconsin Uniform Limited Partnership Law: Wis. Stat. Chapter 179
• Wisconsin Department of Financial Institutions: https://www.wdfi.org
• Wisconsin Legislature Statutes: https://docs.legis.wisconsin.gov/statutes/statutes/179
• Wisconsin Department of Revenue: https://www.revenue.wi.gov
• Internal Revenue Code and Treasury Regulations (tax provisions)