reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0402 - Form of contribution.

183.0402
Form of contribution.
(1)
A contribution may consist of money or property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer money or property to, perform services for, or provide another benefit to the company.
(2)
The value of a member's contribution shall be determined in the manner provided in an operating agreement. If the operating agreement does not so provide, the value of a contribution shall be approved by the members under s. 183.0407 (2) (d). This value shall be properly reflected in the records and information kept by the limited liability company at its principal place of business or activity, and this value shall be binding and conclusive on the limited liability company and its members.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0403 - Liability for contributions.

183.0403
Liability for contributions.
(1)
A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination, or other inability to perform personally.
(2)
If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.
(3)
Unless otherwise provided in a written operating agreement, a member's obligation to provide tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed, as a contribution to the limited liability company may be compromised only by the written consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in sub. (1) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0404 - Sharing of and right to distributions before dissolution.

183.0404
Sharing of and right to distributions before dissolution.
(1)
Except to the extent necessary to comply with any transfer effective under s. 183.0502 or charging order in effect under s. 183.0503, any distributions made by a limited liability company before its dissolution and winding up must be made proportionally among members and dissociated members on the basis of the value of the contributions made by each such member, as stated in the records required to be kept under s. 183.0402 (2), or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member as computed for tax reporting purposes.
(2)
A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(3)
A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in s. 183.0707 (4), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(4)
If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0405 - Limitations on distributions.

183.0405
Limitations on distributions.
(1)
A limited liability company may not make a distribution, including a distribution under s. 183.0707, if after the distribution any of the following applies:
(a)
The company would not be able to pay its debts as they become due in the ordinary course of the company's activities and affairs.
(b)
The company's total assets would be less than or equal to the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members and transferees whose preferential rights are superior to the rights of persons receiving the distribution.
(2)
A limited liability company may base a determination that a distribution is not prohibited under sub. (1) on any of the following:
(a)
Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.
(b)
A fair valuation or other method that is reasonable under the circumstances.
(3)
Except as otherwise provided in sub. (5), the effect of a distribution under sub. (1) is measured as follows:
(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:
1.
The date money or other property is transferred or debt is incurred by the limited liability company.
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.
(b)
In the case of any distribution of indebtedness other than one under par. (a), as of the date the indebtedness is distributed.
(c)
In all cases other than those under par. (a) or (b), as of the following:
1.
The date the distribution is authorized, if the payment occurs not later than 120 days after that date.
2.
The date the payment is made, if the payment occurs more than 120 days after the distribution is authorized.
(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.
(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.
(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.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0406 - Liability for improper distributions.

183.0406
Liability for improper distributions.
(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.
(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.
(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.
(4)
A person against which an action is commenced because the person is liable under sub. (1) may do any of the following:
(a)
Implead any other person that is subject to liability under sub. (1) and seek to enforce a right of contribution from the person.
(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).
(5)
An action under this section is barred unless commenced not later than 2 years after the distribution.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0408 - Reimbursement; indemnification; advancement; and insurance.

183.0408
Reimbursement; indemnification; advancement; and insurance.
(1)
A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company, if the member or manager complied with ss. 183.0405, 183.0407, and 183.0409 in making the payment.
(2)
A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of s. 183.0405, 183.0407, or 183.0409.
(3)
In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under sub. (2).
(4)
A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under s. 183.0105 (3) (g), the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0502 - Transfer of transferable interest.

183.0502
Transfer of transferable interest.
(1)
Subject to s. 183.0503 (6), all of the following apply to a transfer, in whole or in part, of a transferable interest:
(a)
It is permissible.
(b)
It does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities and affairs.
(c)
Subject to s. 183.0504, it does not entitle the transferee to any of the following:
1.
Participate in the management or conduct of the company's activities and affairs.
2.
Except as otherwise provided in sub. (3) and s. 183.0410 (3), have access to records or other information concerning the company's activities and affairs.
(2)
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(3)
In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(4)
A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(5)
A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.
(6)
A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee knows or has notice of the restriction at the time of the intended transfer.
(7)
Except as otherwise provided in s. 183.0602 (5) (b), if a member transfers a transferable interest and the transferee does not become a member with respect to the transferred interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all the duties and obligations of a member.
(8)
If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under ss. 183.0403 and 183.0406 known to the transferee when the transferee becomes a member.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0503 - Charging order.

183.0503
Charging order.
(1)
On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in sub. (6), a charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(2)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under sub. (1), the court may do any of the following:
(a)
Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made.
(b)
Make all other orders necessary to give effect to the charging order.
(3)
Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. Except as otherwise provided in sub. (6), the purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to s. 183.0502.
(4)
At any time before foreclosure under sub. (3), the member or transferee whose transferable interest is subject to a charging order under sub. (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(5)
At any time before foreclosure under sub. (3), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(6)
If a court orders foreclosure of a charging order lien against the sole member of a limited liability company, all of the following apply:
(a)
The court shall confirm the sale.
(b)
The purchaser at the sale obtains the member's entire interest, not only the member's transferable interest.
(c)
The purchaser thereby becomes a member.
(d)
The person whose interest was subject to the foreclosed charging order is dissociated as a member.
(7)
This chapter does not deprive any member or transferee of the benefit of any exemption law applicable to the transferable interest of the member or transferee.
(8)
This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0504 - Power of legal representative of deceased member.

183.0504
Power of legal representative of deceased member.
If a member dies, the deceased member's legal representative may exercise all of the following rights:
(1)
The rights of a transferee provided in s. 183.0502 (3).
(2)
For the purposes of settling the estate, the rights the deceased member had under s. 183.0410.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0601 - Power to dissociate as member; wrongful dissociation.

183.0601
Power to dissociate as member; wrongful dissociation.
(1)
A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 183.0602 (1).
(2)
A person's dissociation as a member is wrongful only if any of the following applies:
(a)
The dissociation is in breach of an express provision of a written operating agreement.
(b)
The dissociation occurs before completion of the winding up of the limited liability company and any of the following applies:
1.
The person is expelled as a member by judicial order under s. 183.0602 (6).
2.
The person is dissociated under s. 183.0602 (8).
(3)
A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 183.0801, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the company or the other members.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0603 - Effect of dissociation.

183.0603
Effect of dissociation.
(1)
If a person is dissociated as a member, all of the following apply:
(a)
The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates.
(b)
The person's duties and obligations under s. 183.0409 as a member end with regard to matters arising and events occurring after the person's dissociation.
(c)
Subject to s. 183.0504 and subch. X, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation is owned by the person solely as a transferee.
(2)
A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0701 - Events causing dissolution.

183.0701
Events causing dissolution.
(1)
A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(a)
An event or circumstance that the operating agreement states causes dissolution.
(b)
The affirmative vote or consent of all the members.
(c)
The passage of 90 consecutive days during which the company has no members unless, before the end of the period, all of the following occur:
1.
Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective.
2.
At least one person becomes a member in accordance with the consent.
(d)
On application by a member, the entry by a court of competent jurisdiction of an order dissolving the company on any of the following grounds:
1.
That the conduct of all or substantially all the company's activities and affairs is unlawful.
2.
That it is not reasonably practicable to carry on the company's activities and affairs in conformity with the articles of organization and the operating agreement.
3.
That the managers or those members in control of the company have done any of the following:
a.
Acted, or are acting or will act, in a manner that is illegal or fraudulent.
b.
Acted, or are acting, in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(e)
The department has given notice of administrative dissolution under s. 183.0708 (3) (b), unless the limited liability company is subsequently reinstated under s. 183.0709 or pursuant to judicial review under ss. 227.52 to 227.58.
(2)
In a proceeding brought under sub. (1) (d) 3., the court may order a remedy other than dissolution.
History:  2021 a. 258.
When one limited liability company 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 under s. 183.0902 [now this section]. Decker v. Decker, 2006 WI App 247, 298 Wis. 2d 141, 726 N.W.2d 664, 04-3112.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0703 - Rescinding dissolution.

183.0703
Rescinding dissolution.
(1)
A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company is effective, the circuit court has entered an order under s. 183.0701 (1) (d) dissolving the company, or the department has dissolved the company under s. 183.0708.
(2)
Rescinding dissolution under this section requires all of the following:
(a)
The affirmative vote or consent of each member.
(b)
If the limited liability company has delivered to the department for filing a statement of dissolution, delivery for filing of one of the following additional statements:
1.
If the statement of dissolution has not become effective, delivery to the department for filing of a statement of withdrawal under s. 183.0208 applicable to the statement of dissolution.
2.
If the statement of dissolution has become effective, delivery to the department for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.
(3)
If a limited liability company rescinds its dissolution, all of the following apply:
(a)
The company resumes carrying on its activities and affairs as if dissolution had never occurred.
(b)
Subject to par. (c), any liability incurred by the company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred.
(c)
The rights of a 3rd party arising out of conduct in reliance on the dissolution before the 3rd party knew or had notice of the rescission may not be adversely affected.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0704 - Known claims against dissolved limited liability company.

183.0704
Known claims against dissolved limited liability company.
(1)
Except as otherwise provided in sub. (4), a dissolved limited liability company may give notice of a known claim under sub. (2), which has the effect provided in sub. (3).
(2)
A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all of the following:
(a)
Specify the information required to be included in a claim.
(b)
State that a claim must be in writing and provide a mailing address to which the claim is to be sent.
(c)
State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is effective under s. 183.0103 (5).
(d)
State that the claim will be barred if not received by the deadline.
(3)
A claim against a dissolved limited liability company is barred if the requirements of sub. (2) are met and any of the following applies:
(a)
The claim is not received by the specified deadline.
(b)
If the claim is timely received but rejected by the company, all of the following apply:
1.
The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the notice is effective under s. 183.0103 (5).
2.
The claimant does not commence the required action within 90 days after the notice of rejection is effective under s. 183.0103 (5).
(4)
This section does not apply to a claim based on an event occurring after the date of dissolution, a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0705 - Other claims against dissolved limited liability company.

183.0705
Other claims against dissolved limited liability company.
(1)
A dissolved limited liability company may publish notice of its dissolution and request persons having claims, whether known or unknown, against the company to present them in accordance with the notice.
(2)
A notice under sub. (1) must satisfy all of the following:
(a)
It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none located in this state, in the county in which the office of the company's registered agent is or was last located.
(b)
It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.
(c)
It must state that a claim against the company is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice.
(3)
If a dissolved limited liability company publishes a notice in accordance with sub. (2), unless the claimant commences an action to enforce the claim against the company within 2 years after the publication date of the notice, the claim of each of the following claimants is barred:
(a)
A claimant that did not receive notice in a record under s. 183.0704.
(b)
A claimant whose claim was timely sent to the company but not acted on.
(c)
A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(4)
A claim not barred under this section or s. 183.0704 may be enforced against all of the following:
(a)
A dissolved limited liability company, to the extent of its undistributed assets.
(b)
Except as otherwise provided in s. 183.0706, if assets of the limited liability company have been distributed after dissolution, a member or transferee to the extent of that person's proportionate share of the claim or of the limited liability company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0706 - Court proceedings.

183.0706
Court proceedings.
(1)
A dissolved limited liability company that has published a notice under s. 183.0705 may file an application with the circuit court in the county where the company's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company which, at the time of application, are contingent or have not been made known to the company or which are based on an event occurring after the date of dissolution.
(2)
Security is not required for any claim that is or is reasonably anticipated to be barred under s. 183.0705.
(3)
Not later than 10 days after the filing of an application under sub. (1), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(4)
In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(5)
A dissolved limited liability company that provides security in the amount and form ordered by the court under sub. (1) satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a member or transferee on account of assets received in liquidation.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0707 - Disposition of assets in winding up.

183.0707
Disposition of assets in winding up.
(1)
In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(2)
After a limited liability company complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 183.0503:
(a)
To members and dissociated members in satisfaction of liabilities for distributions previously approved under s. 183.0404.
(b)
To members and dissociated members first for the return of their contributions in proportion to their respective values as specified in the records required to be kept under s. 183.0402 (2), or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member.
(c)
To members and dissociated members for their transferable interests in proportion to their respective rights to share in distributions from the limited liability company before dissolution, except to the extent necessary to comply with any transfer effective under s. 183.0502.
(3)
If a limited liability company does not have sufficient surplus to comply with sub. (2) (a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(4)
All distributions made under subs. (2) and (3) must be paid in money.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0708 - Administrative dissolution.

183.0708
Administrative dissolution.
(1)
The department may commence a proceeding under sub. (2) to dissolve a limited liability company administratively if any of the following applies:
(a)
The company does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter.
(b)
The company does not have on file with the department its annual report within one year after it is due.
(c)
The company is without a registered agent in this state for at least one year.
(d)
The company does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(e)
The company violates s. 940.302 (2) or 948.051 (2).
(2)
If the department determines that one or more grounds exist for administratively dissolving a limited liability company, the department may give the company notice of the determination. The notice shall be in writing and addressed to the registered agent of the limited liability company.
(3)
(a)
Within 60 days after the notice under sub. (2) takes effect under s. 183.0103 (5), the limited liability company shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b)
If the limited liability company fails to satisfy par. (a), the department may administratively dissolve the company. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the company notice of those facts. The notice shall be in writing and addressed to the registered agent of the limited liability company.
(3m)
(a)
If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited liability company. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the company.
(b)
If the notice under par. (a) is returned to the department as undeliverable or if the limited liability company's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.
(4)
A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 183.0702, 183.0704, 183.0705, 183.0706, and 183.0707, or to apply for reinstatement under s. 183.0709.
(4m)
A limited liability company's right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b).
(5)
The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0709 - Reinstatement.

183.0709
Reinstatement.
(1)
A limited liability company that is administratively dissolved under s. 183.0708 may apply to the department for reinstatement. The application shall include all of the following:
(a)
The name of the company and the effective date of its administrative dissolution.
(b)
A statement that each ground for dissolution either did not exist or has been cured.
(c)
A statement that the company's name satisfies s. 183.0112.
(2)
(a)
Upon application, the department shall reinstate a limited liability company if the department determines all of the following:
1.
That the application contains the information required by sub. (1) and the information is correct.
2.
That all fees and penalties owed by the company to the department under this chapter have been paid.
(b)
Upon reinstatement of a limited liability company under par. (a), the department shall enter a notation in its records revising the notation specified in s. 183.0708 (3) (b) to reflect cancellation of the dissolution and reinstatement of the company. The notation shall state both the department's determination under par. (a) and the effective date of reinstatement. The department shall provide notice of the reinstatement to the company or its representative.
(4)
When reinstatement under this section is effective, all of the following rules apply:
(a)
Except as provided in par. (c), the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
(b)
Except as provided in par. (c), the limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.
(c)
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0710 - Appeal from denial of reinstatement.

183.0710
Appeal from denial of reinstatement.
(1)
If the department denies a limited liability company's application for reinstatement under s. 183.0709, the department shall serve the company with a written notice, addressed to the registered agent of the company, that explains each reason for the denial.
(2)
The company may appeal the denial of reinstatement to the circuit court for the county where the company's principal office or, if none in this state, the office of its registered agent is located, within 30 days after service of the notice of denial is effective under s. 183.0103 (5). To appeal, the company shall petition the court to set aside the administrative dissolution and attach to the petition copies of the department's notice of administrative dissolution under s. 183.0708 (3) (b), the company's application for reinstatement under s. 183.0709 (1), and the department's notice of denial under sub. (1).
(3)
The court may order the department to reinstate the company or may take other action that the court considers appropriate.
(4)
The court's final decision may be appealed as in other civil proceedings.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0801 - Direct action by member.

183.0801
Direct action by member.
(1)
Subject to sub. (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
(2)
A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0802 - Derivative action.

183.0802
Derivative action.
A member may maintain a derivative action to enforce a right of a limited liability company if any of the following applies:
(1)
The member first makes a demand on the other members of a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the limited liability company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time.
(2)
A demand under sub. (1) would be futile.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0803 - Proper plaintiff.

183.0803
Proper plaintiff.
A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and to which any of the following applies:
(1)
The person was a member when the conduct giving rise to the action occurred.
(2)
The person's status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0804 - Pleading.

183.0804
Pleading.
In a derivative action under s. 183.0802, the complaint must state with particularity one of the following:
(1)
The date and content of plaintiff's demand and the response to the demand by the managers or other members.
(2)
Why demand should be excused as futile.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0805 - Special litigation committee.

183.0805
Special litigation committee.
(1)
If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from doing any of the following:
(a)
Enforcing a person's right to information under s. 183.0410.
(b)
Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(2)
A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members.
(3)
(a)
In a member-managed limited liability company, a special litigation committee may be appointed as follows:
1.
By the affirmative vote or consent of a majority of the transferable interests of the members not named as parties in the proceeding.
2.
If all members are named as parties in the proceeding, by a majority of the transferable interests of the members named as defendants.
(b)
In a manager-managed limited liability company, a special litigation committee may be appointed as follows:
1.
By a majority of the managers not named as parties in the proceeding.
2.
If all managers are named as parties in the proceeding, by a majority of the managers named as defendants.
(4)
After appropriate investigation, a special litigation committee may determine that any of the following is in the best interests of the limited liability company:
(a)
That the proceeding continue under the control of the plaintiff.
(b)
That the proceeding continue under the control of the committee.
(c)
That the proceeding be settled on terms approved by the committee.
(d)
That the proceeding be dismissed.
(5)
After making a determination under sub. (4), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under sub. (1) and allow the action to continue under the control of the plaintiff.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0806 - Proceeds and expenses.

183.0806
Proceeds and expenses.
(1)
(a)
Except as otherwise provided in sub. (2), any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff.
(b)
Except as otherwise provided in sub. (2), if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(2)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0901 - Governing law.

183.0901
Governing law.
(1)
The governing law of a foreign limited liability company governs all of the following:
(a)
The internal affairs of the company.
(b)
The liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company.
(2)
A foreign limited liability company is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state.
(3)
Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0902 - Registration to do business in this state.

183.0902
Registration to do business in this state.
(1)
A foreign limited liability company may not do business in this state until it registers with the department under this subchapter.
(2)
A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(3)
The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability company or its title to property in this state or preclude it from defending an action or proceeding in this state.
(4)
A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state.
(5)
Section 183.0901 (1) and (2) applies even if a foreign limited liability company fails to register under this subchapter.
(6)
(a)
A foreign limited liability company that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:
1.
All fees and other charges that would have been imposed by this chapter on the foreign limited liability company had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.
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, and the department may not file a foreign registration statement for 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 this subsection.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0903 - Foreign registration statement.

183.0903
Foreign registration statement.
To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the department for filing. The statement must state all of the following:
(1)
The name of the company and, if the name does not comply with s. 183.0112, a fictitious name adopted pursuant to s. 183.0906 (1).
(2)
That the company is a foreign limited liability company.
(3)
The jurisdiction of the company's governing law.
(4)
The street and mailing addresses of the company's principal office and, if the company's governing law requires the company to maintain an office in the jurisdiction of such governing law, the street and mailing addresses of the required office.
(5)
The address of the company's registered office in this state and the name and e-mail address of its registered agent at that office.
History:  2021 a. 258.