Wisconsin Statutes 183.0602 – Events causing dissociation
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A person is dissociated as a member from a limited liability company when any of the following applies:
Terms Used In Wisconsin Statutes 183.0602
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Personal representative: means a person, however denominated, who is authorized to administer a decedent's estate. See Wisconsin Statutes 990.01
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- Trustee: A person or institution holding and administering property in trust.
(1) The limited liability company knows or has notice of the person’s express will to withdraw as a member, but, if the person has specified a withdrawal date later than the date the company knew or had notice, on that later date.
(2) An event stated in the operating agreement as causing the person’s dissociation occurs.
(3) The person’s entire interest is transferred in a foreclosure sale under s. 183.0503 (6).
(4) The person is expelled as a member pursuant to the operating agreement.
(5) The person is expelled as a member by the affirmative vote or consent of all the other members if any of the following applies:
(a) It is unlawful to carry on the limited liability company’s activities and affairs with the person as a member.
(b) There has been a transfer of all the person’s transferable interest in the company, other than a transfer for security purposes or the entry of a charging order that is in effect under s. 183.0503 and that has not been foreclosed.
(c) The person is an entity and all of the following apply:
1. The company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the jurisdiction of the person’s governing law.
2. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, or the person’s charter or the equivalent or right to conduct business has not been reinstated, within 90 days after the notification under subd. 1.
(d) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up.
(6) On application by the limited liability company or a member in a direct action under s. 183.0801, the person is expelled as a member by judicial order because any of the following applies:
(a) The person has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s activities and affairs.
(b) The person has willfully or persistently committed, or is willfully or persistently committing, a material breach of the operating agreement or the person’s duties or obligations under s. 183.0409.
(7) In the case of an individual, any of the following applies:
(a) The individual dies.
(b) In a member-managed limited liability company, any of the following applies:
1. A guardian or general conservator for the individual is appointed.
2. A court orders that the individual has otherwise become incapable of performing the individual’s duties as a member under this chapter or the operating agreement.
(8) In a member-managed limited liability company, any of the following applies:
(a) The person becomes a debtor in bankruptcy.
(b) The person signs an assignment for the benefit of creditors.
(c) The person seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property.
(9) In the case of a person that is a testamentary or living trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited liability company is distributed.
(10) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited liability company is distributed.
(11) In the case of a person that is not an individual, the existence of the person terminates.
(16) The limited liability company dissolves and completes winding up.