183.0703(3)(b) (b) Subject to par. (c), any liability incurred by the company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred.

183.0703(3)(c) (c) The rights of a 3rd party arising out of conduct in reliance on the dissolution before the 3rd party knew or had notice of the rescission may not be adversely affected.

183.0703 History History: 2021 a. 258.

183.0704 183.0704 Known claims against dissolved limited liability company.

183.0704(1) (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).

183.0704(2) (2) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all of the following:

183.0704(2)(a) (a) Specify the information required to be included in a claim.

183.0704(2)(b) (b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent.

183.0704(2)(c) (c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is effective under s. 183.0103 (5).

183.0704(2)(d) (d) State that the claim will be barred if not received by the deadline.

183.0704(3) (3) A claim against a dissolved limited liability company is barred if the requirements of sub. (2) are met and any of the following applies:

183.0704(3)(a) (a) The claim is not received by the specified deadline.

183.0704(3)(b) (b) If the claim is timely received but rejected by the company, all of the following apply:

183.0704(3)(b)1. 1. The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the notice is effective under s. 183.0103 (5).

183.0704(3)(b)2. 2. The claimant does not commence the required action within 90 days after the notice of rejection is effective under s. 183.0103 (5).

183.0704(4) (4) This section does not apply to a claim based on an event occurring after the date of dissolution, a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.

183.0704 History History: 2021 a. 258.

183.0705 183.0705 Other claims against dissolved limited liability company.

183.0705(1) (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.

183.0705(2) (2) A notice under sub. (1) must satisfy all of the following:

183.0705(2)(a) (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.

183.0705(2)(b) (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.

183.0705(2)(c) (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.

183.0705(3) (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:

183.0705(3)(a) (a) A claimant that did not receive notice in a record under s. 183.0704.

183.0705(3)(b) (b) A claimant whose claim was timely sent to the company but not acted on.

183.0705(3)(c) (c) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

183.0705(4) (4) A claim not barred under this section or s. 183.0704 may be enforced against all of the following:

183.0705(4)(a) (a) A dissolved limited liability company, to the extent of its undistributed assets.