1995 Wisconsin Act 400

400,23 Section 23 . 183.0304 (2) of the statutes is amended to read:

183.0304 (2) Notwithstanding sub. (1), nothing in this chapter shall preclude a court from ignoring the limited liability company entity under principles of common law of this state that are similar to those applicable to business corporations and shareholders in this state and under circumstances that are not inconsistent with the purposes of this chapter.

400,24 Section 24 . 183.0401 (2) (c) of the statutes is amended to read:

183.0401 (2) (c) Unless earlier removed or earlier resigned, shall Shall hold office until a successor is elected and qualified, or until prior death, resignation or removal.

400,25 Section 25 . 183.0402 (3) of the statutes is amended to read:

183.0402 (3) An operating agreement may impose duties on its members and managers that are in addition to, but not in abrogation of, those provided under sub. (1).

400,26 Section 26 . 183.0403 (1) of the statutes is renumbered 183.0403 (1) (intro.) and amended to read:

183.0403 (1) (intro.) In this section, “ expenses”:

(a) “Expenses” has the meaning given in s. 180.0850 (3).

400,27 Section 27 . 183.0403 (1) (b) of the statutes is created to read:

183.0403 (1) (b) “Liabilities” include the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employe benefit plan.

400,28 Section 28 . 183.0403 (2) of the statutes is amended to read:

183.0403 (2) A limited liability company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager for all reasonable expenses, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager.

400,29 Section 29 . 183.0403 (3) of the statutes is amended to read:

183.0403 (3) An operating agreement may alter or provide additional rights to indemnification of liabilities or allowance of expenses to members and managers.

400,30 Section 30 . 183.0403 (4) of the statutes is amended to read:

183.0403 (4) Notwithstanding subs. (2) and (3), a limited liability company may not indemnify a member or manager for liabilities or permit a member or manager to retain any allowance for expenses provided under those subsections unless it is determined by or on behalf of the limited liability company that the member or manager did not the liabilities or expenses did not result from the member's or manager's breach or fail failure to perform a duty to the limited liability company as provided in s. 183.0402.

400,31 Section 31 . 183.0403 (5) (b) of the statutes is amended to read:

183.0403 (5) (b) In situations not described in par. (a), the determination of whether a member or manager, who is a party to a proceeding because the person is a member or manager, has breached or failed to perform a duty to the limited liability company, or whether the liability or expenses resulted from the breach or failure, shall be made by the vote of the members that meets the requirements under s. 183.0404 (1) (a), except that the vote of any member who is a party to the same or a related proceeding shall be excluded unless all members are parties.

400,32 Section 32 . 183.0405 (1) (b) of the statutes is amended to read:

183.0405 (1) (b) A copy of the articles of organization and all amendments to the articles, together with executed copies of any powers of attorney under which any articles have been executed.

400,33 Section 33. 183.0405 (1) (e) (intro.) of the statutes is amended to read:

183.0405 (1) (e) (intro.) Unless already set forth in an operating agreement, a writing written records containing all of the following information:

400,34 Section 34 . 183.0405 (1) (e) 4. of the statutes is amended to read:

183.0405 (1) (e) 4. Other writings prepared under a requirement, if any, in as required by an operating agreement.

400,35 Section 35 . 183.0601 of the statutes is amended to read:

183.0601 Interim distributions. Except as provided in this subchapter, a member is entitled to receive distributions from a limited liability company, before the member's dissociation from the limited liability company and before its dissolution and winding up, to the extent and at the times or upon the events specified in an operating agreement, or, if not otherwise provided in an operating agreement, to the extent and at the times determined by the members or managers under s. 183.0404 (1).

400,36 Section 36 . 183.0602 of the statutes is amended to read:

183.0602 Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members as provided in an operating agreement. If the members do not enter into an operating agreement or the operating agreement does not so provide, distributions shall be allocated on the basis of the value, as stated in the records required to be kept under s. 183.0405 (1), of the contributions made by each member in the same manner that profits are allocated under s. 183.0503.

400,37 Section 37 . 183.0702 (2) (b) of the statutes is amended to read:

183.0702 (2) (b) A member who is not a manager does not have authority, in the member's capacity as a member, to transfer title to property of the limited liability company.

400,38 Section 38 . 183.0706 (2) (a) of the statutes is amended to read:

183.0706 (2) (a) An assignee of a limited liability company interest who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of the assignor under an operating agreement and this chapter. An assignee who becomes a member is liable for any of the assignor's obligations under an operating agreement and this chapter to the limited liability company.

400,39 Section 39 . 183.0707 of the statutes is amended to read:

183.0707 Powers of legal representative. If a member who is an individual dies or is adjudged to be incompetent to manage his or her person or estate by a court of competent jurisdiction adjudges the member to be incompetent to manage his or her person or property, the member's personal representative, administrator, guardian, conservator, trustee or other legal representative shall have all of the rights of an assignee of the member's interest. If a member is a corporation, trust, partnership, limited liability company or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor shall have all of the rights of an assignee of the member's interest.

400,40 Section 40 . 183.0801 (1) (b) of the statutes is amended to read:

183.0801 (1) (b) The time provided in and upon compliance with an operating agreement or, if the limited liability company does not have an operating agreement or an operating agreement does not so provide, when on the effective date of the person's admission is as reflected in the records of the limited liability company maintained under s. 183.0405 (1).

400,41 Section 41 . 183.0801 (2) (a) of the statutes is amended to read:

183.0801 (2) (a) In the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in and upon compliance with an operating agreement or, if the limited liability company does not have an operating agreement or an operating agreement does not so provide, upon the consent of all members and when on the effective date of the person's admission is as reflected in the records of the limited liability company maintained under s. 183.0405 (1).

400,42 Section 42 . 183.0801 (2) (b) of the statutes is amended to read:

183.0801 (2) (b) In the case of an assignee of a limited liability company interest, as provided in s. 183.0706 (1) and at the time provided in and upon compliance with an operating agreement or, if the limited liability company does not have an operating agreement or an operating agreement does not so provide, when on the effective date of the person's admission is as reflected in the records of the limited liability company maintained under s. 183.0405 (1).

400,43 Section 43 . 183.0802 (1) (h) of the statutes is amended to read:

183.0802 (1) (h) Unless otherwise provided in an operating agreement or by the written consent of all members at the time, if the member is a separate domestic or foreign limited liability company, the dissolution and commencement of winding up of the separate domestic or foreign limited liability company.

400,44 Section 44 . 183.0802 (1) (k) of the statutes is created to read:

183.0802 (1) (k) Unless otherwise provided in an operating agreement or by the written consent of all members at the time, if the member is a partnership or other entity not described under pars. (g) to (j), the dissolution of the partnership or entity.

400,45 Section 45. 183.0802 (3) of the statutes is amended to read:

183.0802 (3) Unless an operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the member may do so at any time by giving written notice to the other members, or on any other terms as are provided in an operating agreement. If the member has the power to withdraw but the withdrawal is a breach of an operating agreement or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct and may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law. Unless otherwise provided in an operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the operating agreement.

400,46 Section 46 . 183.0901 (3) of the statutes is repealed.

400,47 Section 47 . 183.0901 (4) (a) of the statutes is amended to read:

183.0901 (4) (a) The business of the limited liability company is continued by the consent of all of the remaining members within 90 days after the date on which the event occurs at which time the remaining members may agree to the admission of one or more additional members or to the appointment of one or more additional managers, or both.

400,48 Section 48 . 183.0907 (2) (intro.) of the statutes is amended to read:

183.0907 (2) (intro.) A dissolved limited liability company may notify its known claimants in writing of the dissolution at any time after the effective date of its articles of dissolution. The written notice shall include all of the following:

400,49 Section 49 . 183.0907 (2) (c) of the statutes is amended to read:

183.0907 (2) (c) The deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of articles of dissolution under s. 183.0906, by which the limited liability company must receive the claim.

400,50 Section 50 . 183.0908 (1) of the statutes is amended to read:

183.0908 (1) A At any time after the effective date of its articles of dissolution, a dissolved limited liability company may publish a notice of its dissolution under this section that requests that persons with claims, whether known or unknown, against the limited liability company or its members or managers, in their capacities as such, present the claims in accordance with the notice.

400,51 Section 51 . 183.0908 (3) (intro.) of the statutes is amended to read:

183.0908 (3) (intro.) If a dissolved limited liability company publishes a notice under sub. (2) and files articles of dissolution under s. 183.0906, the claim of any of the following claimants against the limited liability company or its members or managers is barred unless the claimant commences a proceeding to enforce the claim within 2 years after the later of the date of the publication of the notice or the filing of the articles of dissolution:

400,52 Section 52 . 183.0908 (4) of the statutes is repealed.

400,53 Section 53 . 183.0909 of the statutes is created to read:

183.0909 Enforcing claims. A claim not barred under s. 183.0907 or 183.0908 may be enforced under this section against any of the following:

(1) The dissolved limited liability company, to the extent of its undistributed assets.

(2) If the dissolved limited liability company's assets have been distributed in liquidation, a member of the limited liability company to the extent of the member's proportionate share of the claim or to the extent of the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total value of assets distributed to the member in liquidation.

400,54 Section 54 . 183.1008 (1) (intro.) of the statutes, as affected by 1995 Wisconsin Act 27, is amended to read:

183.1008 (1) (intro.) A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that, except as provided in sub. (2), includes all of the following:

400,55 Section 55 . 183.1101 (1) (intro.) and (a) of the statutes are consolidated, renumbered 183.1101 (1) and amended to read:

183.1101 (1) Unless otherwise provided in an operating agreement, an action on behalf of a limited liability company may be brought in the name of the limited liability company by any of the following: (a) One one or more members of the limited liability company, whether or not the management of the limited liability company is vested in one or more managers, if the members are authorized to sue by the affirmative vote as described in s. 183.0404 (1) (a), except that the vote of any member who has an interest in the outcome of the action that is adverse to the interest of the limited liability company shall be excluded.

400,56 Section 56 . 183.1101 (1) (b) of the statutes is repealed.

400,57 Section 57 . 183.1101 (2) of the statutes is amended to read:

183.1101 (2) In an action brought on behalf of a limited liability company, the member or manager bringing the action shall be a member or manager at the time of bringing the action and at the time of the transaction which is the subject of the action or, in the case of a member, the person's status as a member devolved upon that person by operation of law or under the terms of an operating agreement from a person who was a member at the time of the transaction.

400,58 Section 58 . 183.1101 (3) of the statutes is amended to read:

183.1101 (3) In an action brought on behalf of a limited liability company, the complaint shall describe with particularity the authorization of the member or manager to bring the action and the determination of the authorization.

400,59 Section 59 . 183.1101 (4) of the statutes is amended to read:

183.1101 (4) If an action brought on behalf of a limited liability company is successful, in whole or in part, as a result of a judgment, compromise or settlement of the action, the court may award the member or manager bringing the action reasonable expenses, including reasonable attorney fees, from any recovery in the action or from the limited liability company.

400,60 Section 60 . 183.1102 of the statutes is amended to read:

183.1102 Effect of lack of authority to sue. The lack of authority of a member or manager to sue on behalf of a limited liability company may not be asserted by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.

400,61 Section 61 . 183.1203 (2) (c) of the statutes is amended to read:

183.1203 (2) (c) The manner and basis of converting the interests in each limited liability company that is a party to the merger into limited liability company interests, cash or obligations of the surviving limited liability company or into cash or other property.

400,62 Section 62 . 185.95 of the statutes is amended to read:

185.95 Discrimination against association. Whenever any corporation has discriminated against any association transacting business in this state, its charter may be vacated or its existence annulled, or its license to do business in this state may be revoked in the manner provided in s. 776.36.

400,63 Section 63 . 188.26 of the statutes, as affected by 1995 Wisconsin Act 27, is amended to read:

188.26 Veterans; corporations. Whenever any corporation is formed under ch. 180 or 181 or this chapter for the purpose of assisting any veteran, as defined in s. 45.37 (1a), or operating social clubs in which the name “veteran” appears, the department of financial institutions shall investigate the same to ascertain the character thereof, and whether or not the same has been procured by fraudulent representation or concealment of any material fact relating to such veteran's name, purpose, membership, organization, management or control or other material fact. If the department of financial institutions so finds, such findings, misrepresentation or concealment shall be reported to the attorney general, and the attorney general thereupon shall as provided in s. 776.35 bring an action to vacate or annul the corporate charter.

400,64 Section 64 . 215.02 (15) (e) of the statutes is repealed.

400,65 Section 65 . 215.26 (1) of the statutes is repealed.

400,66b Section 66b. 452.01 (3j) of the statutes is created to read:

452.01 (3j) “Business entity” means any organization or enterprise, other than a sole proprietorship, which is operated for profit or that is nonprofit and nongovernmental, including an association, business trust, corporation, joint venture, limited liability company, limited liability partnership, partnership or syndicate.

400,66e Section 66e. 452.01 (3k) of the statutes is created to read:

452.01 (3k) “Business representative” means a director, manager, member, officer, owner or partner of a business entity.

400,66f Section 66f. 452.09 (1) (b) of the statutes is amended to read: