SB810,406,2020 1. A guardian or general conservator for the individual is appointed.
SB810,406,2321 2. A court orders that the individual has otherwise become incapable of
22performing the individual's duties as a member under this chapter or the operating
23agreement.
SB810,406,25 24(8) In a member-managed limited liability company, any of the following
25applies:
SB810,407,1
1(a) The person becomes a debtor in bankruptcy.
SB810,407,22 (b) The person signs an assignment for the benefit of creditors.
SB810,407,43 (c) The person seeks, consents to, or acquiesces in the appointment of a trustee,
4receiver, or liquidator of the person or of all or substantially all the person's property.
SB810,407,7 5(9) In the case of a person that is a testamentary or living trust or is acting as
6a member by virtue of being a trustee of such a trust, the trust's entire transferable
7interest in the limited liability company is distributed.
SB810,407,10 8(10) In the case of a person that is an estate or is acting as a member by virtue
9of being a personal representative of an estate, the estate's entire transferable
10interest in the limited liability company is distributed.
SB810,407,12 11(11) In the case of a person that is not an individual, the existence of the person
12terminates.
SB810,407,13 13(16) The limited liability company dissolves and completes winding up.
SB810,407,15 14183.0603 Effect of dissociation. (1) If a person is dissociated as a member,
15all of the following apply:
SB810,407,1716 (a) The person's right to participate as a member in the management and
17conduct of the limited liability company's activities and affairs terminates.
SB810,407,1918 (b) The person's duties and obligations under s. 183.0409 as a member end with
19regard to matters arising and events occurring after the person's dissociation.
SB810,407,2220 (c) Subject to s. 183.0504 and subch. X, any transferable interest owned by the
21person in the person's capacity as a member immediately before dissociation is
22owned by the person solely as a transferee.
SB810,408,2 23(2) A person's dissociation as a member of a limited liability company does not
24of itself discharge the person from any debt, obligation, or other liability to the

1limited liability company or the other members which the person incurred while a
2member.
SB810,408,33 subchapter VII
SB810,408,4 4DISSOLUTION AND WINDING UP
SB810,408,7 5183.0701 Events causing dissolution. (1) A limited liability company is
6dissolved, and its activities and affairs must be wound up, upon the occurrence of any
7of the following:
SB810,408,98 (a) An event or circumstance that the operating agreement states causes
9dissolution.
SB810,408,1010 (b) The affirmative vote or consent of all the members.
SB810,408,1211 (c) The passage of 90 consecutive days during which the company has no
12members unless, before the end of the period, all of the following occur:
SB810,408,1513 1. Consent to admit at least one specified person as a member is given by
14transferees owning the rights to receive a majority of distributions as transferees at
15the time the consent is to be effective.
SB810,408,1616 2. At least one person becomes a member in accordance with the consent.
SB810,408,1817 (d) On application by a member, the entry by a court of competent jurisdiction
18of an order dissolving the company on any of the following grounds:
SB810,408,2019 1. That the conduct of all or substantially all the company's activities and
20affairs is unlawful.
SB810,408,2221 2. That it is not reasonably practicable to carry on the company's activities and
22affairs in conformity with the articles of organization and the operating agreement.
SB810,408,2423 3. That the managers or those members in control of the company have done
24any of the following:
SB810,408,2525 a. Acted, or are acting or will act, in a manner that is illegal or fraudulent.
SB810,409,2
1b. Acted, or are acting, in a manner that is oppressive and was, is, or will be
2directly harmful to the applicant.