SB810,409,2525 5. Settle disputes by mediation or arbitration.
SB810,410,2
16. Deliver to the department for filing a statement of termination stating the
2name of the company and that the company is terminated.
SB810,410,33 7. Perform other acts necessary or appropriate to the winding up.
SB810,410,8 4(3) If a dissolved limited liability company has no members, the legal
5representative of the last person to have been a member may wind up the activities
6and affairs of the company. If the person does so, the person has the powers of a sole
7manager under s. 183.0407 (3) and is deemed to be a manager for the purposes of s.
8183.0304 (1).
SB810,410,13 9(4) If the legal representative under sub. (3) declines or fails to wind up the
10limited liability company's activities and affairs, a person may be appointed to do so
11by the consent of transferees owning a majority of the rights to receive distributions
12as transferees at the time the consent is to be effective. All of the following apply to
13a person appointed under this subsection:
SB810,410,1514 (a) The person has the powers of a sole manager under s. 183.0407 (3) and is
15deemed to be a manager for the purposes of s. 183.0304 (1).
SB810,410,1716 (b) The person shall deliver promptly to the department for filing an
17amendment to the company's articles of organization stating all of the following:
SB810,410,1818 1. That the company has no members.
SB810,410,2019 2. That the person has been appointed pursuant to this subsection to wind up
20the company.
SB810,410,2121 3. The street and mailing addresses of the person.
SB810,410,24 22(5) The circuit court may order judicial supervision of the winding up of a
23dissolved limited liability company, including the appointment of a person to wind
24up the company's activities and affairs, as follows:
SB810,410,2525 (a) On the application of a member, if the applicant establishes good cause.
SB810,411,1
1(b) On the application of a transferee, if all of the following apply:
SB810,411,22 1. The company does not have any members.
SB810,411,43 2. The legal representative of the last person to have been a member declines
4or fails to wind up the company's activities.
SB810,411,65 3. Within a reasonable time following the dissolution, a person has not been
6appointed pursuant to sub. (4).
SB810,411,77 (c) In connection with a proceeding under s. 183.0701 (1) (d) or (e).
SB810,411,11 8183.0703 Rescinding dissolution. (1) A limited liability company may
9rescind its dissolution, unless a statement of termination applicable to the company
10is effective, the circuit court has entered an order under s. 183.0701 (1) (d) dissolving
11the company, or the department has dissolved the company under s. 183.0708.
SB810,411,12 12(2) Rescinding dissolution under this section requires all of the following:
SB810,411,1313 (a) The affirmative vote or consent of each member.
SB810,411,1614 (b) If the limited liability company has delivered to the department for filing
15a statement of dissolution, delivery for filing of one of the following additional
16statements:
SB810,411,1917 1. If the statement of dissolution has not become effective, delivery to the
18department for filing of a statement of withdrawal under s. 183.0208 applicable to
19the statement of dissolution.
SB810,411,2220 2. If the statement of dissolution has become effective, delivery to the
21department for filing of a statement of rescission stating the name of the company
22and that dissolution has been rescinded under this section.
SB810,411,24 23(3) If a limited liability company rescinds its dissolution, all of the following
24apply:
SB810,412,2
1(a) The company resumes carrying on its activities and affairs as if dissolution
2had never occurred.
SB810,412,53 (b) Subject to par. (c), any liability incurred by the company after the
4dissolution and before the rescission is effective is determined as if dissolution had
5never occurred.
SB810,412,86 (c) The rights of a 3rd party arising out of conduct in reliance on the dissolution
7before the 3rd party knew or had notice of the rescission may not be adversely
8affected.
SB810,412,12 9183.0704 Known claims against dissolved limited liability company.
10(1)
Except as otherwise provided in sub. (4), a dissolved limited liability company
11may give notice of a known claim under sub. (2), which has the effect provided in sub.
12(3).
SB810,412,14 13(2) A dissolved limited liability company may in a record notify its known
14claimants of the dissolution. The notice must do all of the following: