SB810,401,2
1183.0501 Nature of transferable interest. A transferable interest is
2personal property.
SB810,401,4 3183.0502 Transfer of transferable interest. (1) Subject to s. 183.0503 (6),
4all of the following apply to a transfer, in whole or in part, of a transferable interest:
SB810,401,55 (a) It is permissible.
SB810,401,76 (b) It does not by itself cause a member's dissociation or a dissolution and
7winding up of the limited liability company's activities and affairs.
SB810,401,98 (c) Subject to s. 183.0504, it does not entitle the transferee to any of the
9following:
SB810,401,1110 1. Participate in the management or conduct of the company's activities and
11affairs.
SB810,401,1312 2. Except as otherwise provided in sub. (3) and s. 183.0410 (3), have access to
13records or other information concerning the company's activities and affairs.
SB810,401,15 14(2) A transferee has the right to receive, in accordance with the transfer,
15distributions to which the transferor would otherwise be entitled.
SB810,401,18 16(3) In a dissolution and winding up of a limited liability company, a transferee
17is entitled to an account of the company's transactions only from the date of
18dissolution.
SB810,401,22 19(4) A transferable interest may be evidenced by a certificate of the interest
20issued by a limited liability company in a record, and, subject to this section, the
21interest represented by the certificate may be transferred by a transfer of the
22certificate.
SB810,401,24 23(5) A limited liability company need not give effect to a transferee's rights
24under this section until the company knows or has notice of the transfer.
SB810,402,3
1(6) A transfer of a transferable interest in violation of a restriction on transfer
2contained in the operating agreement is ineffective if the intended transferee knows
3or has notice of the restriction at the time of the intended transfer.
SB810,402,8 4(7) Except as otherwise provided in s. 183.0602 (5) (b), if a member transfers
5a transferable interest and the transferee does not become a member with respect
6to the transferred interest, the transferor retains the rights of a member other than
7the interest in distributions transferred and retains all the duties and obligations of
8a member.
SB810,402,12 9(8) If a member transfers a transferable interest to a person that becomes a
10member with respect to the transferred interest, the transferee is liable for the
11member's obligations under ss. 183.0403 and 183.0406 known to the transferee when
12the transferee becomes a member.
SB810,402,19 13183.0503 Charging order. (1) On application by a judgment creditor of a
14member or transferee, a court may enter a charging order against the transferable
15interest of the judgment debtor for the unsatisfied amount of the judgment. Except
16as otherwise provided in sub. (6), a charging order constitutes a lien on a judgment
17debtor's transferable interest and requires the limited liability company to pay over
18to the person to which the charging order was issued any distribution that otherwise
19would be paid to the judgment debtor.
SB810,402,21 20(2) To the extent necessary to effectuate the collection of distributions pursuant
21to a charging order in effect under sub. (1), the court may do any of the following:
SB810,402,2322 (a) Appoint a receiver of the distributions subject to the charging order, with
23the power to make all inquiries the judgment debtor might have made.
SB810,402,2424 (b) Make all other orders necessary to give effect to the charging order.
SB810,403,5
1(3) Upon a showing that distributions under a charging order will not pay the
2judgment debt within a reasonable time, the court may foreclose the lien and order
3the sale of the transferable interest. Except as otherwise provided in sub. (6), the
4purchaser at the foreclosure sale obtains only the transferable interest, does not
5thereby become a member, and is subject to s. 183.0502.
SB810,403,9 6(4) At any time before foreclosure under sub. (3), the member or transferee
7whose transferable interest is subject to a charging order under sub. (1) may
8extinguish the charging order by satisfying the judgment and filing a certified copy
9of the satisfaction with the court that issued the charging order.
SB810,403,13 10(5) At any time before foreclosure under sub. (3), a limited liability company
11or one or more members whose transferable interests are not subject to the charging
12order may pay to the judgment creditor the full amount due under the judgment and
13thereby succeed to the rights of the judgment creditor, including the charging order.
SB810,403,15 14(6) If a court orders foreclosure of a charging order lien against the sole member
15of a limited liability company, all of the following apply:
SB810,403,1616 (a) The court shall confirm the sale.
SB810,403,1817 (b) The purchaser at the sale obtains the member's entire interest, not only the
18member's transferable interest.
SB810,403,1919 (c) The purchaser thereby becomes a member.
SB810,403,2120 (d) The person whose interest was subject to the foreclosed charging order is
21dissociated as a member.
SB810,403,23 22(7) This chapter does not deprive any member or transferee of the benefit of any
23exemption law applicable to the transferable interest of the member or transferee.
SB810,404,3
1(8) This section provides the exclusive remedy by which a person seeking to
2enforce a judgment against a member or transferee may, in the capacity of judgment
3creditor, satisfy the judgment from the judgment debtor's transferable interest.
SB810,404,6 4183.0504 Power of legal representative of deceased member. If a
5member dies, the deceased member's legal representative may exercise all of the
6following rights: