2023 Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0701 - Events causing dissolution.
183.0701 Events causing dissolution.
(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.
History: 2021 a. 258.
When one limited liability company member intentionally made an outrageous offer to buy out the other member, but did nothing to close the transaction when the other accepted and opposed every motion brought by the offeree, as well as those requested by the court appointed receiver, the offeror's behavior not only lacked good faith but also was oppressive under s. 183.0902 [now this section]. Decker v. Decker, 2006 WI App 247, 298 Wis. 2d 141, 726 N.W.2d 664, 04-3112.
