2022 Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0602 - Events causing dissociation.
183.0602 Events causing dissociation. A person is dissociated as a member from a limited liability company when any of the following applies:
(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or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the jurisdiction of the person's governing law.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 The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, or the person's charter or the equivalent or right to conduct business has not been reinstated, within 90 days after the notification under subd.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.
History: 2021 a. 258.
