Wisconsin Statutes 183.0705 – Other claims against dissolved limited liability company
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Terms Used In Wisconsin Statutes 183.0705
- 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
- in writing: includes any representation of words, letters, symbols or figures. See Wisconsin Statutes 990.01
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(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.