183.0701(1)(1) All property originally transferred to or subsequently acquired by or on account of a limited liability company is property of the limited liability company and not of the members individually.
183.0701(2) (2) Property acquired with limited liability company funds is presumed to be limited liability company property.
183.0701(3) (3) Property may be acquired, held and conveyed in the name of a limited liability company. Any interest in real property may be acquired in the name of a limited liability company and title to any interest so acquired shall vest in the limited liability company rather than in the members individually.
183.0701 History History: 1993 a. 112.
183.0702 183.0702 Transfer of property.
183.0702(1) (1) Except as provided in sub. (2), property of a limited liability company held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company.
183.0702(2) (2) If management of a limited liability company is vested in one or more managers, all of the following apply:
183.0702(2)(a) (a) Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company.
183.0702(2)(b) (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.
183.0702 History History: 1993 a. 112; 1995 a. 400.
183.0703 183.0703 Nature of limited liability company interest. A limited liability company interest is personal property.
183.0703 History History: 1993 a. 112.
183.0704 183.0704 Assignment of limited liability company interest.
183.0704(1)(1) Unless otherwise provided in an operating agreement, all of the following apply:
183.0704(1)(a) (a) A limited liability company interest is assignable in whole or in part.
183.0704(1)(b) (b) An assignment of a limited liability company interest entitles the assignee to receive only the distributions and to share in the allocations of profits and losses to which the assignor would be entitled with respect to the assigned interest.
183.0704(1)(c) (c) An assignment of a limited liability company interest does not dissolve the limited liability company.
183.0704(1)(d) (d) Unless and until the assignee becomes a member of the limited liability company under s. 183.0706, an assignment of a limited liability company interest does not entitle the assignee to participate in the management of the business of the limited liability company or to become or exercise any rights of a member nor does an assignment result in the assignee having liability as a member of the limited liability company as a result of the assignment.
183.0704(1)(e) (e) Unless and until the assignee of a limited liability company interest becomes a member of the limited liability company under s. 183.0706, the assignor continues to be a member and to have the power to exercise the rights of a member, subject to the members' right to remove the assignor under s. 183.0802.
183.0704(1)(f) (f) The assignor of a limited liability company interest is not released from any personal liability arising under this chapter as a member of the limited liability company solely as a result of the assignment.
183.0704(2) (2) An operating agreement may provide that a member's limited liability company interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the assignment or transfer of any interest represented by the certificate.
183.0704(3) (3) Unless otherwise provided in an operating agreement, the pledge of, or the granting of a security interest, lien or other encumbrance in or against any or all of a member's limited liability company interest is not an assignment and shall not cause the member to be an assignor or to cease to have the power to exercise any rights or powers of a member.
183.0704 History History: 1993 a. 112.
183.0704 Annotation When Does a Member's Interest in an LLC Become a Security? Briska. Wis. Law. Sept. 1994.
183.0705 183.0705 Rights of judgment creditor. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's limited liability company interest with payment of the unsatisfied amount of the judgment. To the extent so charged, the judgment creditor has only the rights of an assignee of the member's limited liability company interest. This section does not deprive any member of the benefit of any exemption laws applicable to the limited liability company interest.
183.0705 History History: 1993 a. 112.
183.0706 183.0706 Right of assignee to become a member.
183.0706(1)(1) Unless otherwise provided in an operating agreement, an assignee of a limited liability company interest may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument that is dated and signed by the member.
183.0706(2)(a)(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.
183.0706(2)(b) (b) Notwithstanding par. (a), an assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member or which could not be ascertained from any written records of the limited liability company kept under s. 183.0405 (1).
183.0706(3) (3) Unless otherwise provided in an operating agreement, an assignor of a limited liability company interest is not released from any liability of the assignor to the limited liability company under this chapter without the written consent of all of the members, whether or not the assignee becomes a member.
183.0706 History History: 1993 a. 112; 1995 a. 400.
183.0707 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, 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, its legal representative or successor shall have all of the rights of an assignee of the member's interest.
183.0707 History History: 1993 a. 112; 1995 a. 400.
subch. VIII of ch. 183 SUBCHAPTER VIII
ADMISSION AND DISSOCIATION OF MEMBERS
183.0801 183.0801 Admission of members.
183.0801(1) (1) In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later of the following to occur:
183.0801(1)(a) (a) The formation of the limited liability company.
183.0801(1)(b) (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, on the effective date of the person's admission as reflected in the records of the limited liability company maintained under s. 183.0405 (1).
183.0801(2) (2) After the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company:
183.0801(2)(a) (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 on the effective date of the person's admission as reflected in the records of the limited liability company maintained under s. 183.0405 (1).
183.0801(2)(b) (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, on the effective date of the person's admission as reflected in the records of the limited liability company maintained under s. 183.0405 (1).
183.0801 History History: 1993 a. 112; 1995 a. 400.
183.0802 183.0802 Events of dissociation.
183.0802(1) (1) A person ceases to be a member of a limited liability company upon the occurrence of, and at the time of, any of the following events:
183.0802(1)(a) (a) The member withdraws by voluntary act from the limited liability company under sub. (3).
183.0802(1)(b) (b) The member assigns all of the member's interest in the limited liability company and one or more assignees are admitted as members under s. 183.0706 (1).
183.0802(1)(c) (c) The member is removed as a member in accordance with an operating agreement.
183.0802(1)(cm) (cm) Unless otherwise provided in an operating agreement, the member assigns all of the member's interest in the limited liability company if the member is removed by the affirmative vote of the members as determined under s. 183.0404 (1) (a), except that the vote of the member who assigns all of the member's interest shall be excluded.
183.0802(1)(d) (d) Unless otherwise provided in an operating agreement or by the written consent of all members at the time of the event, the member does any of the following:
183.0802(1)(d)1. 1. Makes an assignment for the benefit of creditors.
183.0802(1)(d)2. 2. Files a voluntary petition in bankruptcy.
183.0802(1)(d)3. 3. Becomes the subject of an order for relief under the federal bankruptcy laws.
183.0802(1)(d)4. 4. Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation.
183.0802(1)(d)5. 5. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding under subd. 4.
183.0802(1)(d)6. 6. Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties.
183.0802(1)(e) (e) Unless otherwise provided in an operating agreement or by the written consent of all members:
183.0802(1)(e)1. 1. At the expiration of 120 days after the commencement of any involuntary proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed.
183.0802(1)(e)2. 2. At the expiration of 120 days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, if the appointment is not vacated or stayed, or at the expiration of 120 days after the expiration of any stay, if the appointment is not vacated.
183.0802(1)(f) (f) Unless otherwise provided in an operating agreement or by the written consent of all members, if the member is an individual:
183.0802(1)(f)1. 1. The member's death.
183.0802(1)(f)2. 2. The entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage the member's person or estate.
183.0802(1)(g) (g) Unless otherwise provided in an operating agreement or by the written consent of all members at the time, if the member is a trust or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.
183.0802(1)(h) (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.
183.0802(1)(i) (i) Unless otherwise provided in an operating agreement or by the written consent of all members at the time, if the member is a corporation, the filing of articles of dissolution for the corporation or the revocation of its charter and the lapse of the time provided by the laws of the state of incorporation without a reinstatement of its charter.
183.0802(1)(j) (j) Unless otherwise provided in an operating agreement or by the written consent of all members at the time, if the member is an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.
183.0802(1)(k) (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.
183.0802(2) (2) The members may provide in an operating agreement for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.
183.0802(3)(a)(a) Except as provided in par. (b), a member may voluntarily withdraw from a limited liability company 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 withdrawal occurs as a result of wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages 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.
183.0802(3)(b) (b) If a member acquired an interest in a limited liability company for no or nominal consideration or owns an interest as to which the power to withdraw is prohibited or otherwise restricted in the operating agreement, the member may withdraw from the limited liability company with respect to that interest only in accordance with the operating agreement and only at the time or upon the occurrence of an event specified in the operating agreement. If the operating agreement does not specify the time or the event upon the occurrence of which the member may withdraw, a member who acquired an interest in the limited liability company for no or nominal consideration may not withdraw prior to the time for the dissolution and commencement of winding up of the limited liability company without the written consent of all members of the limited liability company. Unless otherwise provided in an operating agreement, in the case of a limited liability company that is organized for a definite term or particular undertaking, the operating agreement shall be considered to provide that a member may not withdraw before the expiration of that term or completion of that undertaking.
183.0802 History History: 1993 a. 112; 1995 a. 400; 1997 a. 27; 2001 a. 44.
subch. IX of ch. 183 SUBCHAPTER IX
DISSOLUTION
183.0901 183.0901 Dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first of the following:
183.0901(1) (1) The occurrence of events specified in an operating agreement.
183.0901(2) (2) The written consent of all members.
183.0901(3) (3) The department administratively dissolves the limited liability company under s. 183.09025 (2) (c), unless the limited liability company is subsequently reinstated under s. 183.09025 (4) (b) or pursuant to judicial review under ss. 227.52 to 227.58.
183.0901(4) (4) For a limited liability company organized before October 1, 2002, an event of dissociation of a member, unless any of the following applies:
183.0901(4)(a) (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.
183.0901(4)(b) (b) Otherwise provided in an operating agreement.
183.0901(5) (5) Entry of a decree of judicial dissolution under s. 183.0902.
183.0901 History History: 1993 a. 112; 1995 a. 400; 2001 a. 44; 2003 a. 33.
183.0902 183.0902 Judicial dissolution. In a proceeding by or for a member, the circuit court for the county where the limited liability company's principal office, or, if none in this state, its registered office, is or was last located may order dissolution of a limited liability company if any of the following is established:
183.0902(1) (1) That it is not reasonably practicable to carry on the business of the limited liability company.
183.0902(2) (2) That the limited liability company is not acting in conformity with an operating agreement.
183.0902(3) (3) That one or more managers are acting or will act in a manner that is illegal, oppressive or fraudulent.
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2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Sept. 3, 2014. Published and certified under s. 35.18. Changes effective after Sept. 3, 2014 are designated by NOTES. (Published 9-3-14)