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(a) A dissolved limited liability company, to the extent of its undistributed
12assets.
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(b) Except as otherwise provided in s. 183.0706, if assets of the limited liability
14company have been distributed after dissolution, a member or transferee to the
15extent of that person's proportionate share of the claim or of the limited liability
16company's assets distributed to the member or transferee after dissolution,
17whichever is less, but a person's total liability for all claims under this paragraph
18may not exceed the total amount of assets distributed to the person after dissolution.
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19183.0706 Court proceedings. (1) A dissolved limited liability company that
20has published a notice under s. 183.0705 may file an application with the circuit
21court in the county where the company's principal office is located or, if the principal
22office is not located in this state, where the office of its registered agent is or was last
23located, for a determination of the amount and form of security to be provided for
24payment of claims that are reasonably expected to arise after the date of dissolution
25based on facts known to the company which, at the time of application, are contingent
1or have not been made known to the company or which are based on an event
2occurring after the date of dissolution.
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3(2) Security is not required for any claim that is or is reasonably anticipated
4to be barred under s. 183.0705.
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5(3) Not later than 10 days after the filing of an application under sub. (1), the
6dissolved limited liability company shall give notice of the proceeding to each
7claimant holding a contingent claim known to the company.
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8(4) In a proceeding under this section, the court may appoint a guardian ad
9litem to represent all claimants whose identities are unknown. The reasonable fees
10and expenses of the guardian, including all reasonable expert witness fees, must be
11paid by the dissolved limited liability company.
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12(5) A dissolved limited liability company that provides security in the amount
13and form ordered by the court under sub. (1) satisfies the company's obligations with
14respect to claims that are contingent, have not been made known to the company, or
15are based on an event occurring after the date of dissolution, and such claims may
16not be enforced against a member or transferee on account of assets received in
17liquidation.
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18183.0707 Disposition of assets in winding up. (1) In winding up its
19activities and affairs, a limited liability company shall apply its assets to discharge
20its obligations to creditors, including members that are creditors.
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21(2) After a limited liability company complies with sub. (1), any surplus must
22be distributed in the following order, subject to any charging order in effect under s.
23183.0503:
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(a) To members and dissociated members in satisfaction of liabilities for
25distributions previously approved under s. 183.0404.
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1(b) To members and dissociated members first for the return of their
2contributions in proportion to their respective values as specified in the records
3required to be kept under s. 183.0402 (2), or, in the case of a company treated as a
4partnership for tax purposes, the partnership capital account of each such member.
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(c) To members and dissociated members for their transferable interests in
6proportion to their respective rights to share in distributions from the limited
7liability company before dissolution, except to the extent necessary to comply with
8any transfer effective under s. 183.0502.
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9(3) If a limited liability company does not have sufficient surplus to comply
10with sub. (2) (a), any surplus must be distributed among the owners of transferable
11interests in proportion to the value of the respective unreturned contributions.
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12(4) All distributions made under subs. (2) and (3) must be paid in money.
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13183.0708 Administrative dissolution. (1) The department may commence
14a proceeding under sub. (2) to dissolve a limited liability company administratively
15if any of the following applies:
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(a) The company does not pay, within one year after they are due, any fees or
17penalties required to be paid to the department under this chapter.
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(b) The company does not have on file with the department its annual report
19within one year after it is due.
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(c) The company is without a registered agent in this state for at least one year.
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(d) The company does not notify the department within one year that its
22registered agent or registered office has been changed, that its registered agent has
23resigned, or that its registered office has been discontinued.
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(e) The company violates s. 940.302 (2) or 948.051 (2).
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1(2) If the department determines that one or more grounds exist for
2administratively dissolving a limited liability company, the department may give the
3company notice of the determination. The notice shall be in writing and addressed
4to the registered agent of the limited liability company.
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5(3) (a) Within 60 days after the notice under sub. (2) takes effect under s.
6183.0103 (5), the limited liability company shall, with respect to each ground for
7administrative dissolution, either correct it or demonstrate to the reasonable
8satisfaction of the department that it does not exist.
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(b) If the limited liability company fails to satisfy par. (a), the department may
10administratively dissolve the company. The department shall enter a notation in its
11records to reflect each ground for administrative dissolution and the effective date
12of dissolution and shall give the company notice of those facts. The notice shall be
13in writing and addressed to the registered agent of the limited liability company.
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14(3m) (a) If a notice under sub. (2) or (3) (b) is returned to the department as
15undeliverable, the department shall again give notice to the limited liability
16company. Except as provided under par. (b), this notice shall be in writing and
17addressed to the principal office of the company.
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(b) If the notice under par. (a) is returned to the department as undeliverable
19or if the limited liability company's principal office cannot be determined from the
20records of the department, the department shall give notice by posting the notice on
21the department's Internet site.
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22(4) A limited liability company that is administratively dissolved continues in
23existence as an entity but may not carry on any activities except as necessary to wind
24up its activities and affairs and liquidate its assets under ss. 183.0702, 183.0704,
25183.0705, 183.0706, and 183.0707, or to apply for reinstatement under s. 183.0709.
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1(4m) A limited liability company's right to the exclusive use of its name
2terminates on the date of the administrative dissolution under sub. (3) (b).
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3(5) The administrative dissolution of a limited liability company does not
4terminate the authority of its registered agent.
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5183.0709 Reinstatement. (1) A limited liability company that is
6administratively dissolved under s. 183.0708 may apply to the department for
7reinstatement. The application shall include all of the following: