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.
ADMISSION AND DISSOCIATION 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)(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)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)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.
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) 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.
183.0902
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.
183.0902 Annotation
When one LLP member intentionally made an outrageous offer to buy out the other member, but did nothing to close the transaction when the other accepted and opposed every motion brought by the offeree, as well as those requested by the court appointed receiver, the offeror's behavior not only lacked good faith but also was oppressive. Decker v. Decker, 2006 WI App 247,
298 Wis. 2d 141,
726 N.W.2d 664,
04-3112.
183.09025
183.09025
Administrative dissolution and reinstatement. 183.09025(1)(1)
Grounds for administrative dissolution. The department may bring a proceeding under
sub. (2) to administratively dissolve any limited liability company that does not deliver to the department the limited liability company's complete annual report within one year after the annual report is due.
183.09025(2)(a)(a) If the department determines that grounds exist under
sub. (1) for dissolving a limited liability company, the department shall mail the limited liability company a notice of the determination. The notice shall be in writing and addressed to the registered office of the limited liability company.
183.09025(2)(b)
(b) Within 60 days after the date on which the notice is received or the date on which the second insertion of the class 2 notice under
par. (d) is published, the limited liability company shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.
183.09025(2)(c)
(c) If a limited liability company fails to satisfy
par. (b), the department shall administratively dissolve the limited liability company. The department shall enter a notation in its records to reflect each ground for dissolution and the effective date of dissolution and shall mail the limited liability company a notice of those facts and a certificate of dissolution. The notice and certificate shall be in writing and addressed to the registered office of the limited liability company. The dissolution is subject to judicial review as provided in
ss. 227.52 to
227.58.
183.09025(2)(d)
(d) If a notice under
par. (a) or
(c) is returned to the department as undeliverable, the department shall again mail the notice to the limited liability company as provided under that paragraph. If the notice is again returned to the department as undeliverable, the department shall give the notice by publishing a class 2 notice under
ch. 985 in the official state newspaper.
183.09025(3)
(3) Use of name following administrative dissolution. A limited liability company's right to the exclusive use of its name terminates on the date of the administrative dissolution under
sub. (2) (c).
183.09025(4)(a)(a) A limited liability company that is administratively dissolved under
sub. (2) (c) may apply to the department for reinstatement. The application shall include all of the following:
183.09025(4)(a)1.
1. The name of the limited liability company and the date on which it was administratively dissolved.
183.09025(4)(a)2.
2. A statement that each ground for dissolution either did not exist or has been cured.
183.09025(4)(b)
(b) The department shall cancel the certificate of dissolution and issue a certificate of reinstatement under this paragraph if the department determines that the application contains the information required under
par. (a), that the information is correct, and that all fees and penalties owed by the limited liability company to the department under this chapter have been paid. The certificate of reinstatement shall state the department's determination under this paragraph and the effective date of reinstatement. The department shall file the certificate and provide a copy to the limited liability company or its representative.
183.09025(4)(c)
(c) When the reinstatement becomes effective, it shall relate back to and take effect as of the effective date of the administrative dissolution, and the limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.
183.09025(4)(d)
(d) If the department denies a limited liability company's application for reinstatement under
par. (a), the department shall serve the limited liability company with a written notice of denial that explains each reason for the denial. The denial is subject to judicial review as provided in
ss. 227.52 to
227.58.
183.09025 History
History: 2003 a. 33;
2005 a. 132.
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.
