Wisconsin Statutes 183.0702 – Winding up
Current as of: 2023 | Check for updates
|
Other versions
Terms Used In Wisconsin Statutes 183.0702
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
(1) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in s. 183.0703, the limited liability company continues after dissolution only for the purpose of winding up.
(2)
(a) In winding up its activities and affairs, a limited liability company shall discharge the company’s debts, obligations, and other liabilities, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company.
(b) In winding up its activities and affairs, a limited liability company may do any of the following:
1. Deliver to the department for filing a statement of dissolution stating the name of the company and that the company is dissolved.
2. Preserve the company activities, affairs, and property as a going concern for a reasonable time.
3. Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.
4. Transfer the company’s property.
5. Settle disputes by mediation or arbitration.
6. Deliver to the department for filing a statement of termination stating the name of the company and that the company is terminated.
7. Perform other acts necessary or appropriate to the winding up.
(3) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under s. 183.0407 (3) and is deemed to be a manager for the purposes of s. 183.0304 (1).
(4) If the legal representative under sub. (3) declines or fails to wind up the limited liability company’s activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. All of the following apply to a person appointed under this subsection:
(a) The person has the powers of a sole manager under s. 183.0407 (3) and is deemed to be a manager for the purposes of s. 183.0304 (1).
(b) The person shall deliver promptly to the department for filing an amendment to the company’s articles of organization stating all of the following:
1. That the company has no members.
2. That the person has been appointed pursuant to this subsection to wind up the company.
3. The street and mailing addresses of the person.
(5) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company’s activities and affairs, as follows:
(a) On the application of a member, if the applicant establishes good cause.
(b) On the application of a transferee, if all of the following apply:
1. The company does not have any members.
2. The legal representative of the last person to have been a member declines or fails to wind up the company’s activities.
3. Within a reasonable time following the dissolution, a person has not been appointed pursuant to sub. (4).
(c) In connection with a proceeding under s. 183.0701 (1) (d) or (e).