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:
183.0908(2m)(a)
(a) A description of the information that must be included in a claim.
183.0908(2m)(c)
(c) A statement that a claim against the limited liability company or its members or managers will be barred unless a proceeding to enforce the claim is commenced within 2 years after the publication of the notice.
183.0908(3)
(3) If a dissolved limited liability company publishes a notice under
sub. (2), 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 date of the publication of the notice:
183.0908(3)(b)
(b) A claimant whose claim was timely sent to the limited liability company under the deadline in
s. 183.0907 but was not acted on.
183.0908(3)(c)
(c) A claimant whose claim is contingent or based on an event occurring or to occur after the effective date of dissolution.
183.0908 History
History: 1993 a. 112;
1995 a. 400.
183.0909
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:
183.0909(1)
(1) The dissolved limited liability company, to the extent of its undistributed assets.
183.0909(2)
(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.
183.0909 History
History: 1995 a. 400.
FOREIGN LIMITED LIABILITY COMPANIES
183.1001(1)(1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members, regardless of whether the foreign limited liability company obtained or should have obtained a certificate of registration under this chapter, except that a foreign limited liability company that has filed a certificate of conversion under
s. 183.1207 (5) to become a domestic limited liability company shall be subject to the requirements of this chapter governing domestic limited liability companies on the effective date of the conversion and shall not be subject to the requirements of this chapter governing foreign limited liability companies.
183.1001(1m)
(1m) A foreign limited liability company may not be denied a certificate of registration by reason of any difference between the laws of the state or other jurisdiction under which it is organized and the laws of this state.
183.1001(2)
(2) A foreign limited liability company holding a valid certificate of registration in this state shall have no greater rights and privileges than a domestic limited liability company. Registration may not be considered to authorize a foreign limited liability company to exercise any powers or purposes that a domestic limited liability company is forbidden by law to exercise in this state.
183.1001 History
History: 1993 a. 112;
2001 a. 44.
183.1002
183.1002
Registration required. 183.1002(1)
(1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the department.
183.1002(2)
(2) Activities that for purposes of
sub. (1) do not constitute transacting business in this state include but are not limited to:
183.1002(2)(a)
(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
183.1002(2)(b)
(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs.
183.1002(2)(d)
(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests.
183.1002(2)(f)
(f) Soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
183.1002(2)(g)
(g) Lending money or creating or acquiring indebtedness, mortgages, and security interests in property.
183.1002(2)(h)
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
183.1002(2)(j)
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
183.1002(3)
(3) A foreign limited liability company shall not be considered to be transacting business in this state solely because of any of the following:
183.1002(3)(a)
(a) The foreign limited liability company owns a controlling interest in a corporation that is transacting business in this state.
183.1002(3)(b)
(b) The foreign limited liability company is a limited partner of a limited partnership that is transacting business in this state.
183.1002(3)(c)
(c) The foreign limited liability company is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
183.1002(3)(d)
(d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state.
183.1002(4)
(4) This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.
183.1002 History
History: 1993 a. 112;
1995 a. 27,
97.
183.1003
183.1003
Consequences of transacting business without registration. 183.1003(1)
(1) A foreign limited liability company transacting business in this state without a certificate of registration may not maintain a proceeding in a court of this state until the foreign limited liability company obtains a certificate of registration.
183.1003(2)
(2) Neither the successor to a foreign limited liability company that transacted business in this state without a certificate of registration nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court in this state until the foreign limited liability company or its successor obtains a certificate of registration.
183.1003(3)
(3) A court may stay a proceeding commenced by a foreign limited liability company, or its successor or assignee, until the court determines if the foreign limited liability company or its successor requires a certificate of registration. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate of registration.
183.1003(4)
(4) The failure of a foreign limited liability company to obtain a certificate of registration does not do any of the following:
