State Codes and Statutes

Statutes > Wisconsin > 178 > 178.15

178.15

178.15 Rights and duties of partners. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

178.15(1)

(1) Each partner shall be repaid that partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in s. 178.12 (2), each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to that partner's share in the profits.

178.15(2)

(2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him or her in the ordinary and proper conduct of the partnership's business, or for the preservation of the partnership's business or property.

178.15(3)

(3) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he or she agreed to contribute, shall be paid interest from the date of the payment or advance.

178.15(4)

(4) A partner shall receive interest on the capital contributed by him or her only from the date when repayment should be made.

178.15(5)

(5) All partners have equal rights in the management and conduct of the partnership business.

178.15(6)

(6) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his or her services in winding up the partnership affairs.

178.15(7)

(7) No person can become a member of a partnership without the consent of all the partners.

178.15(8)

(8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

178.15 - ANNOT.

History: 1993 a. 482; 1995 a. 97.

178.15 - ANNOT.

Sub. (6) allows extra compensation only when a partnership is dissolved due to the death of a partner and there is a surviving partner. It did not apply when a partner's decision to retire dissolved the partnership, but the business of the partnership had not been wound up at the time of the retiring partner's death 6 months later. Estate of Matteson v. Matteson, 2008 WI 48, 309 Wis. 2d 311, 749 N.W.2d 557, 05-2607.