2023 Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0702 - Winding up.

183.0702 Winding up.

(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).

History: 2021 a. 258.