SB810,413,14 183.0705 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.

SB810,413,15 (2) A notice under sub. (1) must satisfy all of the following:

SB810,413,19 (a) It must be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none located in this state, in the county in which the office of the company's registered agent is or was last located.

SB810,413,22 (b) It must describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.

SB810,413,25 (c) It must state that a claim against the company is barred unless an action to enforce the claim is commenced not later than 2 years after publication of the notice.

SB810,414,4 (3) If a dissolved limited liability company publishes a notice in accordance with sub. (2), unless the claimant commences an action to enforce the claim against the company within 2 years after the publication date of the notice, the claim of each of the following claimants is barred:

SB810,414,5 (a) A claimant that did not receive notice in a record under s. 183.0704.

SB810,414,6 (b) A claimant whose claim was timely sent to the company but not acted on.

SB810,414,8 (c) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

SB810,414,10 (4) A claim not barred under this section or s. 183.0704 may be enforced against all of the following:

SB810,414,12 (a) A dissolved limited liability company, to the extent of its undistributed assets.

SB810,414,18 (b) Except as otherwise provided in s. 183.0706, if assets of the limited liability company have been distributed after dissolution, a member or transferee to the extent of that person's proportionate share of the claim or of the limited liability company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.

SB810,415,2 183.0706 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 state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company which, at the time of application, are contingent or have not been made known to the company or which are based on an event occurring after the date of dissolution.

SB810,415,4 (2) Security is not required for any claim that is or is reasonably anticipated to be barred under s. 183.0705.

SB810,415,7 (3) Not later than 10 days after the filing of an application under sub. (1), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.

SB810,415,11 (4) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.

SB810,415,17 (5) A dissolved limited liability company that provides security in the amount and form ordered by the court under sub. (1) satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a member or transferee on account of assets received in liquidation.

SB810,415,20 183.0707 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.

SB810,415,23 (2) After a limited liability company complies with sub. (1), any surplus must be distributed in the following order, subject to any charging order in effect under s. 183.0503:

SB810,415,25 (a) To members and dissociated members in satisfaction of liabilities for distributions previously approved under s. 183.0404.

SB810,416,4 (b) To members and dissociated members first for the return of their contributions in proportion to their respective values as specified in the records required to be kept under s. 183.0402 (2), or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member.

SB810,416,8 (c) To members and dissociated members for their transferable interests in proportion to their respective rights to share in distributions from the limited liability company before dissolution, except to the extent necessary to comply with any transfer effective under s. 183.0502.

SB810,416,11 (3) If a limited liability company does not have sufficient surplus to comply with sub. (2) (a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.

SB810,416,12 (4) All distributions made under subs. (2) and (3) must be paid in money.

SB810,416,15 183.0708 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:

SB810,416,17 (a) The company does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter.

SB810,416,19 (b) The company does not have on file with the department its annual report within one year after it is due.

SB810,416,20 (c) The company is without a registered agent in this state for at least one year.

SB810,416,23 (d) The company does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.