183.0405(3)(3) Except as otherwise provided in sub. (5), the effect of a distribution under sub. (1) is measured as follows:

183.0405(3)(a)(a) In the case of a distribution as described in s. 183.0102 (4) (a) 1. and 2., as of the earlier of the following:

183.0405(3)(a)1.1. The date money or other property is transferred or debt is incurred by the limited liability company.

183.0405(3)(a)2.2. The date the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution.

183.0405(3)(b)(b) In the case of any distribution of indebtedness other than one under par. (a), as of the date the indebtedness is distributed.

183.0405(3)(c)1.1. The date the distribution is authorized, if the payment occurs not later than 120 days after that date.

183.0405(3)(c)2.2. The date the payment is made, if the payment occurs more than 120 days after the distribution is authorized.

183.0405(4)(4) A limited liability company’s indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.

183.0405(5)(5) A limited liability company’s indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of sub. (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

183.0405(6)(6) In measuring the effect of a distribution under s. 183.0707, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under s. 183.0704, 183.0705, or 183.0706.

183.0406(1)(1) Except as otherwise provided in sub. (2), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of s. 183.0405 and in consenting to the distribution fails to comply with s. 183.0409, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 183.0405.

183.0406(2)(2) To the extent a written operating agreement of a member-managed limited liability company relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in sub. (1) applies to the other members and not the member that the written operating agreement relieves of the authority and responsibility.

183.0406(3)(3) A person that receives a distribution knowing that the distribution violated s. 183.0405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 183.0405.

183.0406(4)(4) A person against which an action is commenced because the person is liable under sub. (1) may do any of the following:

183.0406(4)(a)(a) Implead any other person that is subject to liability under sub. (1) and seek to enforce a right of contribution from the person.

183.0406(4)(b)(b) Implead any person that is subject to liability under sub. (3) and seek to enforce a right of contribution from the person in the amount of the liability under sub. (3).

183.0406(5)(5) An action under this section is barred unless commenced not later than 2 years after the distribution.

183.0407(1)(1) A limited liability company is a member-managed limited liability company unless a written operating agreement provides any of the following or includes words of similar import:

183.0407(2)(2) In a member-managed limited liability company, all of the following rules apply:

183.0407(2)(a)(a) Except as expressly provided in this chapter, the management and conduct of the company are vested in the members.