Chapter 183, UNIFORM LIMITED LIABILITY COMPANY LAW

183.0503 Charging order. (1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in sub. (6), a chargi…

183.0504 Power of legal representative of deceased member. If a member dies, the deceased member’s legal representative may exercise all of the following rights: (1) The rights of a transferee provided in s. 183.0502 (3). (2) For the purposes of settling the estate, the rights th…

183.0601 Power to dissociate as member; wrongful dissociation. (1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 183.0602 (1). (2) A person’s dissociation as a member is wrongful only if…

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 specifi…

183.0603 Effect of dissociation. (1) If a person is dissociated as a member, all of the following apply: (a) The person’s right to participate as a member in the management and conduct of the limited liability company’s activities and affairs terminates. (b) The person’s duties a…

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 affirmativ…

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 activi…

183.0703 Rescinding dissolution. (1) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company is effective, the circuit court has entered an order under s. 183.0701 (1) (d) dissolving the company, or the department has d…

183.0704 Known claims against dissolved limited liability company. (1) Except as otherwise provided in sub. (4), a dissolved limited liability company may give notice of a known claim under sub. (2), which has the effect provided in sub. (3). (2) A dissolved limited liability com…

183.0705 Other claims against dissolved limited liability company. (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…

183.0706 Court proceedings. (1) A dissolved limited liability company that has published a notice under s. 183.0705 may file an application with the circuit court in the county where the company’s principal office is located or, if the principal office is not located in this stat…

183.0707 Disposition of assets in winding up. (1) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (2) After a limited liability company complies with sub.…

183.0708 Administrative dissolution. (1) The department may commence a proceeding under sub. (2) to dissolve a limited liability company administratively if any of the following applies: (a) The company does not pay, within one year after they are due, any fees or penalties requi…

183.0709 Reinstatement. (1) A limited liability company that is administratively dissolved under s. 183.0708 may apply to the department for reinstatement. The application shall include all of the following: (a) The name of the company and the effective date of its administrative…

183.0710 Appeal from denial of reinstatement. (1) If the department denies a limited liability company’s application for reinstatement under s. 183.0709, the department shall serve the company with a written notice, addressed to the registered agent of the company, that explains …

183.0801 Direct action by member. (1) Subject to sub. (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and protect the member’s interests, including rights and interests under the operati…

183.0802 Derivative action. A member may maintain a derivative action to enforce a right of a limited liability company if any of the following applies: (1) The member first makes a demand on the other members of a member-managed limited liability company, or the managers of a ma…

183.0803 Proper plaintiff. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and to which any of the following applies: (1) The person was a member when the conduct giving …

183.0804 Pleading. In a derivative action under s. 183.0802, the complaint must state with particularity one of the following: (1) The date and content of plaintiff’s demand and the response to the demand by the managers or other members. (2) Why demand should be excused as futil…

183.0805 Special litigation committee. (1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action …

183.0806 Proceeds and expenses. (1) (a) Except as otherwise provided in sub. (2), any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff. (b) Except as otherwise provi…

183.0901 Governing law. (1) The governing law of a foreign limited liability company governs all of the following: (a) The internal affairs of the company. (b) The liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company. …

183.0902 Registration to do business in this state. (1) A foreign limited liability company may not do business in this state until it registers with the department under this subchapter. (2) A foreign limited liability company doing business in this state may not maintain an act…

183.0903 Foreign registration statement. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the department for filing. The statement must state all of the following: (1) The name of the company and, if th…

183.0904 Amendment or cancellation of foreign registration statement. A registered foreign limited liability company shall deliver to the department for filing an amendment to, or cancellation of, as appropriate, its foreign registration statement if there is a change in any of t…

183.0905 Activities not constituting doing business. (1) Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include all of the following: (a) Maintaining, defending, mediating, arbitrating, or settling an a…

183.0906 Noncomplying name of foreign limited liability company. (1) A foreign limited liability company whose name does not comply with s. 183.0112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name t…

183.0907 Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership. A registered foreign limited liability company that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity w…

183.0908 Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership. (1) (a) A registered foreign limited liability company that has dissolved and completed winding up or has converted to, or merged into, a domestic or fore…

183.0909 Transfer of registration. (1) When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this sta…

183.09101 Grounds for termination. (1) The department may terminate the registration of a registered foreign limited liability company in the manner provided in s. 183.09102 if any of the following applies: (a) The foreign limited liability company fails to file its annual report…

183.09102 Procedure for and effect of termination. (1) If the department determines that one or more grounds exist under s. 183.09101 for termination of a foreign limited liability company’s registration, the department may give the foreign limited liability company notice of the…

183.09103 Appeal from termination. 183.0911 Withdrawal of registration of registered foreign limited liability company. 183.0912 Action by attorney general. SUBCHAPTER X MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION 183.1001 Definitions. 183.1002 Relationship of this s…

183.0911 Withdrawal of registration of registered foreign limited liability company. (1) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all o…

183.0912 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter. History: 2021 a. 258. SUBCHAPTER X MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTIC…

183.1001 Definitions. In this subchapter: (1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interest…

183.1002 Relationship of this subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter. (2) A transaction effected under this chapter may not create or impair a ri…

183.1003 Existing purpose. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for whi…

183.1004 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.

183.1005 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether …

183.1021 Merger authorized. (1) One or more domestic limited liability companies may merge with or into one or more other constituent entities pursuant to ss. 183.1021 to 183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity a…

183.1022 Plan of merger. (1) A plan of merger must be in a record and contain all of the following: (a) As to each constituent entity, its name, type of entity, and governing law. (b) The terms and conditions of the merger. (c) The manner and basis of converting the interests in …

183.1023 Approval of merger; amendment; abandonment. (1) Subject to s. 183.1061, a plan of merger must be approved by a vote or consent of all the members of each domestic limited liability company that is a constituent entity. (2) Subject to s. 183.1061 and the governing law of …

183.1024 Filings required for merger; effective date. (1) After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merg…

183.1025 Effect of merger. (1) When a merger becomes effective, all of the following apply: (a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases. (am) 1.…

183.1031 Interest exchange authorized. (1) A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 183.1031 to 183.1035 and a plan of interest exchange if the interest exchange is per…

183.1032 Plan of interest exchange. (1) A plan of interest exchange must be in a record and contain all of the following: (a) As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law. (b) The terms and conditions of the interest exchang…

183.1033 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 183.1061, a plan of interest exchange must be approved by a vote or consent of all the members of each domestic limited liability company that is an acquiring or acquired entity. (2) Subject to s. 1…

183.1034 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the depart…

183.1035 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply: (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former in…