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)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)
(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.
183.0802 History
History: 1993 a. 112;
1995 a. 400.
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(4)
(4) 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 History
History: 1993 a. 112;
1995 a. 400.
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.
183.0902(4)
(4) That one or more members in control of the limited liability company are acting or will act in a manner that is illegal, oppressive or fraudulent.
183.0902(5)
(5) That limited liability company assets are being misapplied or wasted.
183.0902 History
History: 1993 a. 112.
183.0903
183.0903
Winding up. A dissolved limited liability company continues its legal existence but may not carry on any business except that which is appropriate to wind up and liquidate its business. Unless otherwise provided in an operating agreement:
183.0903(1)
(1) The business of the limited liability company may be wound up by any of the following:
183.0903(1)(a)
(a) The members or managers who have authority under
s. 183.0401 to manage the limited liability company before dissolution.
183.0903(1)(b)
(b) If one or more of the members or managers who have authority to manage the limited liability company have engaged in wrongful conduct, or upon other cause shown, on application of any member or any member's legal representative or assignee, 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.
183.0903(2)
(2) The persons winding up the business of the limited liability company may do all of the following in the name of and on behalf of the limited liability company:
183.0903(2)(c)
(c) Take any action necessary to settle and close the business of the limited liability company.
183.0903(2)(d)
(d) Dispose of and transfer the property of the limited liability company.
183.0903(2)(e)
(e) Discharge or make provision for discharging the liabilities of the limited liability company.
183.0903(2)(f)
(f) Distribute to the members any remaining assets of the limited liability company.
183.0903(3)
(3) Dissolution of a limited liability company does not do any of the following:
183.0903(3)(a)
(a) Transfer title to the limited liability company's property.
183.0903(3)(b)
(b) Prevent transfer of all or part of a member's interest.
183.0903(3)(c)
(c) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the limited liability company.
183.0903(3)(d)
(d) Abate or suspend a civil, criminal, administrative or investigatory proceeding pending by or against the limited liability company at the time of dissolution.
183.0903(3)(e)
(e) Terminate the authority of the registered agent of the limited liability company.
183.0903 History
History: 1993 a. 112.
183.0904
183.0904
Agency power of managers or members after dissolution. 183.0904(1)(1) Except as provided in
subs. (3),
(4) and
(5), after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business may bind the limited liability company in any of the following ways:
183.0904(1)(a)
(a) By any act appropriate for winding up the limited liability company's business or completing transactions unfinished at dissolution.
183.0904(1)(b)
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
183.0904(2)
(2) The filing of the articles of dissolution shall be considered to constitute notice of dissolution for purposes of
sub. (1) (b).
183.0904(3)
(3) An act of a member that is not binding on a limited liability company under
sub. (1) is binding if it is otherwise authorized by the limited liability company.
183.0904(4)
(4) An act of a member that would be binding under
sub. (1) or that otherwise would be authorized but which is in contravention of a restriction on authority shall not bind a limited liability company to persons having knowledge of the restriction.
183.0904(5)
(5) If management of a limited liability company is vested in one or more managers, a manager shall have the authority of a member under
sub. (1), and a member shall not have that authority if the member is acting solely in the capacity of a member.
183.0904 History
History: 1993 a. 112.
183.0905
183.0905
Distribution of assets. Upon the winding up of a limited liability company, the assets shall be distributed in the following order:
183.0905(1)
(1) To creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company.
183.0905(2)
(2) Unless otherwise provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under
ss. 183.0601,
183.0603 and
183.0604.
183.0905(3)
(3) Unless otherwise provided in an operating agreement, to members and former members first for the return of their contributions in proportion to their respective values as specified in the records required to be maintained under
s. 183.0405 (1) and, 2nd, for their membership interests in proportion to their respective rights to share in distributions from the limited liability company before dissolution.
183.0905 History
History: 1993 a. 112.
183.0906
183.0906
Articles of dissolution. After the dissolution of a limited liability company under
s. 183.0901, the limited liability company may file articles of dissolution with the department that include all of the following:
183.0906(1)
(1) The name of the limited liability company.
183.0906(2)
(2) The date of filing of its articles of organization.
183.0906 History
History: 1993 a. 112;
1995 a. 27.
183.0907
183.0907
Known claims against dissolved limited liability company. 183.0907(1)(1) In this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution and does not include liability of a limited liability company for an additional assessment under
s. 71.74 or for sales and use taxes determined as owing under
s. 77.59.
183.0907(1m)
(1m) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution under
s. 183.0906 and following the procedures in this section.
183.0907(2)
(2) 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:
183.0907(2)(a)
(a) A description of the pertinent information that must be included in a claim.
183.0907(2)(c)
(c) The deadline, which may not be fewer than 120 days after the date of the written notice, by which the limited liability company must receive the claim.
183.0907(2)(d)
(d) A statement that the claim will be barred if not received by the deadline.
183.0907(3)
(3) A claim against the limited liability company is barred if any of the following occurs:
183.0907(3)(a)
(a) A claimant who was given written notice under
sub. (2) does not deliver the claim, in writing, to the limited liability company by the deadline specified in the notice.
183.0907(3)(b)
(b) A claimant whose claim is rejected by the limited liability company does not commence a proceeding to enforce the claim within 90 days after receipt of the rejection notice.
183.0907(4)
(4) In order to be effective, a rejection of a claim shall be in writing.
183.0907 History
History: 1993 a. 112;
1995 a. 400.
183.0908
183.0908
Unknown or contingent claims against dissolved limited liability company. 183.0908(1)
(1) 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.
183.0908(2)
(2) The notice shall be published as a class 1 notice, under
ch. 985, in a newspaper of general circulation in the county in which the limited liability company's principal office or, if none in this state, its registered office is located.
