Wisconsin Statutes 183.0701 – Events causing dissolution
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Terms Used In Wisconsin Statutes 183.0701
- 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
- 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
(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.