Chapter 183

DISSOCIATION

183.0601   Power to dissociate as member; wrongful dissociation.

183.0602   Events causing dissociation.

183.0603   Effect of dissociation.

SUBCHAPTER VII

DISSOLUTION AND WINDING UP

183.0701   Events causing dissolution.

183.0702   Winding up.

183.0703   Rescinding dissolution.

183.0704   Known claims against dissolved limited liability company.

183.0705   Other claims against dissolved limited liability company.

183.0706   Court proceedings.

183.0707   Disposition of assets in winding up.

183.0708   Administrative dissolution.

183.0709   Reinstatement.

183.0710   Appeal from denial of reinstatement.

SUBCHAPTER VIII

ACTIONS BY MEMBERS

183.0801   Direct action by member.

183.0802   Derivative action.

183.0803   Proper plaintiff.

183.0804   Pleading.

183.0805   Special litigation committee.

183.0806   Proceeds and expenses.

SUBCHAPTER IX

FOREIGN LIMITED
LIABILITY COMPANIES

183.0901   Governing law.

183.0902   Registration to do business in this state.

183.0903   Foreign registration statement.

183.0904   Amendment or cancellation of foreign registration statement.

183.0905   Activities not constituting doing business.

183.0906   Noncomplying name of foreign limited liability company.

183.0907   Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

183.0908   Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.

183.0909   Transfer of registration.

183.09101   Grounds for termination.

183.09102   Procedure for and effect of termination.

183.09103   Appeal from termination.

183.0911   Withdrawal of registration of registered foreign limited liability company.

183.0912   Action by attorney general.

SUBCHAPTER X

MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION

183.1001   Definitions.

183.1002   Relationship of this subchapter to other laws.

183.1003   Existing purpose.

183.1004   Nonexclusivity.

183.1005   Reference to external facts.

183.1021   Merger authorized.

183.1022   Plan of merger.

183.1023   Approval of merger; amendment; abandonment.

183.1024   Filings required for merger; effective date.

183.1025   Effect of merger.

183.1031   Interest exchange authorized.

183.1032   Plan of interest exchange.

183.1033   Approval of interest exchange; amendment; abandonment.

183.1034   Filings required for interest exchange; effective date.

183.1035   Effect of interest exchange.

183.1041   Conversion authorized.

183.1042   Plan of conversion.

183.1043   Approval of conversion; amendment; abandonment.

183.1044   Filings required for conversion; effective date.

183.1045   Effect of conversion.

183.1051   Domestication authorized.

183.1052   Plan of domestication.

183.1053   Approval of domestication; amendment; abandonment.

183.1054   Filings required for domestication; effective date.

183.1055   Effect of domestication.

183.1061   Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

SUBCHAPTER XI

MISCELLANEOUS PROVISIONS

183.1101   Uniformity of application and construction.

183.1102   Relation to Electronic Signatures in Global and National Commerce Act.

subch. I of ch. 183 SUBCHAPTER I

GENERAL PROVISIONS

183.0101 183.0101 Short title. This chapter shall be known and may be cited as the “Wisconsin Uniform Limited Liability Company Law.”

183.0101 History History: 2021 a. 258.

183.0102 183.0102 Definitions. In this chapter:

183.0102(1) (1) “Articles of organization” means the articles required by s. 183.0201. The term includes the articles as amended or restated.

183.0102(1m) (1m) “Business” includes every trade, occupation, and profession.

183.0102(2) (2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 183.0402 which is provided by a person to a limited liability company to become a member or in the person’s capacity as a member.

183.0102(3) (3) “Debtor in bankruptcy” means a person that is the subject of any of the following:

183.0102(3)(a) (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

183.0102(3)(b) (b) A comparable order under federal, state, or foreign law governing insolvency.

183.0102(3m) (3m) “Department” means the department of financial institutions.

183.0102(4) (4) 

183.0102(4)(a) (a) Except as provided in par. (b), “distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member. The term includes all of the following:

183.0102(4)(a)1. 1. A redemption or other purchase by a limited liability company of a transferable interest.

183.0102(4)(a)2. 2. A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the company’s activities and affairs or have access to records or other information concerning the company’s activities and affairs.