reglab/housing_qa huggingface dataset:
WI Stat § 183.0801 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0801 - Admission of members.

183.0801  Admission of members. (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:(a) The formation of the limited liability company.(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). (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:(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).(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).History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0901 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0901 - Dissolution.

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: (1) The occurrence of events specified in an operating agreement. (2) The written consent of all members. (3) The department administratively dissolves the limited liability company under s. 183.09025 (2) (c), unless the limited liability company is subsequently reinstated under s. 183.09025 (4) (b) or pursuant to judicial review under ss. 227.52 to 227.58. (4) For a limited liability company organized before October 1, 2002, an event of dissociation of a member, unless any of the following applies:(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.(b) Otherwise provided in an operating agreement. (5) Entry of a decree of judicial dissolution under s. 183.0902.History:  1993 a. 112; 1995 a. 400; 2001 a. 44; 2003 a. 33.
WI Stat § 183.0902 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0902 - Judicial dissolution.

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: (1) That it is not reasonably practicable to carry on the business of the limited liability company. (2) That the limited liability company is not acting in conformity with an operating agreement. (3) That one or more managers are acting or will act in a manner that is illegal, oppressive or fraudulent. (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. (5) That limited liability company assets are being misapplied or wasted.History:  1993 a. 112.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.
WI Stat § 183.0903 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0903 - Winding up.

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: (1) The business of the limited liability company may be wound up by any of the following:(a) The members or managers who have authority under s. 183.0401 to manage the limited liability company before dissolution.(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. (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:(a) Collect its assets.(b) Prosecute and defend suits.(c) Take any action necessary to settle and close the business of the limited liability company.(d) Dispose of and transfer the property of the limited liability company.(e) Discharge or make provision for discharging the liabilities of the limited liability company.(f) Distribute to the members any remaining assets of the limited liability company. (3) Dissolution of a limited liability company does not do any of the following:(a) Transfer title to the limited liability company's property.(b) Prevent transfer of all or part of a member's interest.(c) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the limited liability company.(d) Abate or suspend a civil, criminal, administrative or investigatory proceeding pending by or against the limited liability company at the time of dissolution.(e) Terminate the authority of the registered agent of the limited liability company.(f) Alter the limited liability of a member.History:  1993 a. 112.
WI Stat § 183.0904 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0904 - Agency power of managers or members after dissolution.

183.0904  Agency power of managers or members after dissolution. (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:(a) By any act appropriate for winding up the limited liability company's business or completing transactions unfinished at dissolution.(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. (2) The filing of the articles of dissolution shall be considered to constitute notice of dissolution for purposes of sub. (1) (b). (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. (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. (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.History:  1993 a. 112.
WI Stat § 183.0905 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0905 - Distribution of assets.

183.0905  Distribution of assets. Upon the winding up of a limited liability company, the assets shall be distributed in the following order: (1) To creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company. (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. (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.History:  1993 a. 112.
WI Stat § 183.0906 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0906 - Articles of dissolution.

183.0906  Articles of dissolution. (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:(a) The name of the limited liability company.(b) The date of filing of its articles of organization.(c) The statutory grounds under s. 183.0901 for dissolution.(d) The delayed effective date of the articles of dissolution under s. 183.0111 (2), if applicable. (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:(a) The name of the limited liability company.(b) The effective date of the dissolution that is being revoked.(c) The date on which the revocation of the dissolution was authorized.(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). (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.History:  1993 a. 112; 1995 a. 27; 2007 a. 133; 2009 a. 180.
WI Stat § 183.0907 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0907 - Known claims against dissolved limited liability company.

183.0907  Known claims against dissolved limited liability company. (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. (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. (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:(a) A description of the pertinent information that must be included in a claim.(b) A mailing address where a claim may be sent.(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.(d) A statement that the claim will be barred if not received by the deadline. (3) A claim against the limited liability company is barred if any of the following occurs:(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.(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. (4) In order to be effective, a rejection of a claim shall be in writing.History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0908 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0908 - Unknown or contingent claims against dissolved limited liability company.

183.0908  Unknown or contingent claims against dissolved limited liability company. (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. (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. (2m) The notice shall include all of the following:(a) A description of the information that must be included in a claim.(b) A mailing address where the claim may be sent.(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. (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:(a) A claimant who did not receive written notice under s. 183.0907.(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.(c) A claimant whose claim is contingent or based on an event occurring or to occur after the effective date of dissolution.History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0909 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0909 - Enforcing claims.

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: (1) The dissolved limited liability company, to the extent of its undistributed assets. (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.History:  1995 a. 400.
WI Stat § 183.1001 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.1001 - Law governing.

183.1001  Law governing. (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. (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. (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.History:  1993 a. 112; 2001 a. 44.
WI Stat § 183.1002 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.1002 - Registration required.

183.1002  Registration required. (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the department. (2) Activities that for purposes of sub. (1) do not constitute transacting business in this state include but are not limited to:(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs.(c) Maintaining financial institution accounts.(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.(e) Selling through independent contractors.(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.(g) Lending money or creating or acquiring indebtedness, mortgages, and security interests in property.(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.(i) Owning, without more, property.(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.(k) Transacting business in interstate commerce. (3) A foreign limited liability company shall not be considered to be transacting business in this state solely because of any of the following:(a) The foreign limited liability company owns a controlling interest in a corporation that is transacting business in this state.(b) The foreign limited liability company is a limited partner of a limited partnership that is transacting business in this state.(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.(d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state. (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.History:  1993 a. 112; 1995 a. 27, 97.
WI Stat § 183.1003 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.1003 - Consequences of transacting business without registration.

183.1003  Consequences of transacting business without registration. (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. (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. (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. (4) The failure of a foreign limited liability company to obtain a certificate of registration does not do any of the following:(a) Impair the validity of any contract or act of the foreign limited liability company or its title to property in this state.(b) Affect the right of any other party to a contract to maintain any action, suit or proceeding on a contract.(c) Prevent the foreign limited liability company from defending any civil, criminal, administrative or investigatory proceeding in any court of this state. (5) (a) A foreign limited liability company that transacts business in this state without a certificate of registration is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of registration, in an amount equal to the sum of the following:1. All fees that would have been imposed by this chapter upon the foreign limited liability company had it applied for and received a certificate of registration.2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.(b) The foreign limited liability company shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the department any amount owed under par. (a). (6) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without a certificate of registration.History:  1993 a. 112; 1995 a. 27.