Wisconsin Administrative Code › Department of Workforce Development › DWD 100-150 - Unemployment Insurance › Chapter DWD 115 - Business Transfers › Section DWD 115.01 - Business transfer; methods used in business transfers and in the ordinary course of business; transfer of an asset; transfer of a business activity; total or partial transfer

Current through June 24, 2024
(1) BUSINESS
				TRANSFER. Under s.
				108.16(8)
				(a), Stats., a transfer of business occurs
				when any asset or business activity is transferred in whole or in part by a
				transferor to a transferee by any method other than in the ordinary course of
				business.
(2) METHODS USED IN
				BUSINESS TRANSFERS. Methods of transferring assets or business activities
				include gift, sale, lease, inheritance, foreclosure, termination or
				cancellation of lease, bankruptcy sale, reorganization, merger or consolidation
				and receivership.
(3) EVENTS WHICH
				ARE NOT BUSINESS TRANSFERS. Corporate name changes, the election or
				cancellation of subchapter S status under section 1362 of the internal revenue
				code by a corporation, the transfer of payroll function only and the transfer
				of employees between an employee service company and its clients or customers
				are not transfers of a business. The transfer of shares of corporate stock by a
				stockholder is not a transfer of business for the corporation which issued the
				shares. Sale of used equipment or furniture and fixtures which are being
				replaced or no longer being used are considered transfers in the ordinary
				course of business rather than business transfers under ch. 108,
				Stats.
(4) TRANSFER OF AN ASSET. An
				asset is transferred if ownership, possession or use changes from the
				transferor to the transferee.
(5)
				TRANSFER OF A BUSINESS ACTIVITY. For a transfer of a business activity to be a
				business transfer under this section and s.
				108.16(8)
				(a), Stats., the business activity after the
				transfer shall be similar to the business activity before the transfer. In
				determining whether a business activity has been transferred, continued or
				resumed, the department shall consider factors which suggest a similarity in
				business activity including any of the following:
(a) The existence of the same customers or
				the same type of customer after the transfer.
(b) The closeness of the transferee's
				business location to that of the transferor when location is important to the
				business.
(c) The continued use of
				the transferor's trade name by the transferee.
(d) A lapse in operation of 6 months or less
				unless extensive remodeling is involved or the business is seasonal in nature
				but in no event shall the lapse be considered if greater than 2
				years.
(e) Few if any changes in
				the product or in brand names after the transfer.
(f) The similarity in days and hours of the
				business under both the transferor and transferee.
(g) The transfer of inventory, expensive
				plant machinery, heavy equipment or unique assets as opposed to general office
				furniture and fixtures.
(h) The
				transfer of key employees or employees with highly technical professional
				skills.
(i) The transfer of
				goodwill.
(j) The existence of a
				noncompetition clause in the contract prohibiting the transferor from engaging
				in the same kind of business activity in the area.
(k) The transfer of a license or a
				franchise.