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 notice under
par. (d) is posted, 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 posting the notice on the department's Internet site.
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.
183.0903
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. 183.0906(1m)
(1m) 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(2m)
(2m) A limited liability company may revoke a dissolution of the limited liability company under
s. 183.0901 (1) within 120 days after the effective date of the dissolution. Revocation of the dissolution shall be authorized in the same manner that the dissolution was authorized. After the revocation of the dissolution is authorized, the limited liability company may revoke the dissolution by delivering to the department for filing a copy of the limited liability company's articles of dissolution and articles of revocation of dissolution, which shall include all of the following:
183.0906(2m)(b)
(b) The effective date of the dissolution that is being revoked.
183.0906(2m)(c)
(c) The date on which the revocation of the dissolution was authorized.
183.0906(2m)(d)
(d) A statement that the revocation of dissolution was authorized in the same manner as the dissolution or a statement that the revocation of dissolution was authorized under
sub. (1m) (c).
183.0906(3m)
(3m) On the effective date of articles of revocation of dissolution under
sub. (2m), the revocation of dissolution shall relate back to, and take effect as of, the effective date of the dissolution, and the limited liability company may resume carrying on its business as if the dissolution never occurred.
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.
183.0908(2m)
(2m) The notice shall include all of the following:
