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.
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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22and that dissolution has been rescinded under this section.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:
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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:
SB810,412,1515 (a) Specify the information required to be included in a claim.
SB810,412,1716 (b) State that a claim must be in writing and provide a mailing address to which
17the claim is to be sent.
SB810,412,1918 (c) State the deadline for receipt of a claim, which may not be less than 120 days
19after the date the notice is effective under s. 183.0103 (5).
SB810,412,2020 (d) State that the claim will be barred if not received by the deadline.
SB810,412,22 21(3) A claim against a dissolved limited liability company is barred if the
22requirements of sub. (2) are met and any of the following applies:
SB810,412,2323 (a) The claim is not received by the specified deadline.
SB810,412,2524 (b) If the claim is timely received but rejected by the company, all of the
25following apply:
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11. The company causes the claimant to receive a notice in a record stating that
2the claim is rejected and will be barred unless the claimant commences an action
3against the company to enforce the claim within 90 days after the notice is effective
4under s. 183.0103 (5).
SB810,413,65 2. The claimant does not commence the required action within 90 days after
6the notice of rejection is effective under s. 183.0103 (5).
SB810,413,10 7(4) This section does not apply to a claim based on an event occurring after the
8date of dissolution, a liability that on that date is contingent, or a liability for an
9additional assessment under s. 71.74 or for sales and use taxes determined as owing
10under s. 77.59.