Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0908 - Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.

183.0908 Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.
(1)
(a) A registered foreign limited liability company that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 183.0911.
(c) In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the limited liability company has converted or merged and the jurisdiction of its governing law.
(2) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to s. 183.0119, as provided in s. 183.0911 (2).
History: 2021 a. 258.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 183 - Uniform limited liability company law.

183.0101 - Short title.

183.0102 - Definitions.

183.0103 - Knowledge; notice.

183.0104 - Governing law.

183.0105 - Operating agreement; scope, function, and limitations.

183.0106 - Operating agreement; effect on limited liability company and person becoming member; preformation agreement.

183.0107 - Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company.

183.01075 - Required information.

183.0108 - Nature, purpose, and duration of limited liability company.

183.0109 - Powers.

183.0110 - Applicability.

183.0111 - Supplemental principles of law.

183.0112 - Permitted names.

183.0113 - Reservation of name.

183.0114 - Registration of name.

183.0115 - Registered agent and registered office.

183.0116 - Change of registered agent or registered office by limited liability company.

183.0117 - Resignation of registered agent.

183.0118 - Change of name or address by registered agent.

183.0119 - Service of process, notice, or demand.

183.0120 - Delivery of record.

183.0122 - Filing fees; certified copies.

183.0201 - Formation of limited liability company; articles of organization.

183.0202 - Amendment or restatement of articles of organization.

183.0203 - Signing of records to be delivered for filing to the department.

183.0204 - Signing and filing pursuant to judicial order.

183.0205 - Liability for inaccurate information in filed record.

183.0206 - Filing requirements.

183.0207 - Effective date and time.

183.0208 - Withdrawal of filed record before effectiveness.

183.0209 - Correcting filed record.

183.0210 - Duty of department to file; review of refusal to file; delivery of record by department.

183.0211 - Certificate of status.

183.0212 - Annual report for department.

183.0301 - No agency power of member as member.

183.0302 - Statement of authority.

183.0303 - Statement of denial.

183.0304 - Liability of members and managers.

183.0401 - Becoming member.

183.0402 - Form of contribution.

183.0403 - Liability for contributions.

183.0404 - Sharing of and right to distributions before dissolution.

183.0405 - Limitations on distributions.

183.0406 - Liability for improper distributions.

183.0407 - Management of limited liability company.

183.0408 - Reimbursement; indemnification; advancement; and insurance.

183.0409 - Standards of conduct for members and managers.

183.0410 - Rights to information of member, manager, and person dissociated as member.

183.0501 - Nature of transferable interest.

183.0502 - Transfer of transferable interest.

183.0503 - Charging order.

183.0504 - Power of legal representative of deceased member.

183.0601 - Power to dissociate as member; wrongful dissociation.

183.0602 - Events causing dissociation.

183.0603 - Effect of dissociation.

183.0701 - Events causing dissolution.

183.0702 - Winding up.

183.0703 - Rescinding dissolution.

183.0704 - Known claims against dissolved limited liability company.

183.0705 - Other claims against dissolved limited liability company.

183.0706 - Court proceedings.

183.0707 - Disposition of assets in winding up.

183.0708 - Administrative dissolution.

183.0709 - Reinstatement.

183.0710 - Appeal from denial of reinstatement.

183.0801 - Direct action by member.

183.0802 - Derivative action.

183.0803 - Proper plaintiff.

183.0804 - Pleading.

183.0805 - Special litigation committee.

183.0806 - Proceeds and expenses.

183.0901 - Governing law.

183.0902 - Registration to do business in this state.

183.0903 - Foreign registration statement.

183.0904 - Amendment or cancellation of foreign registration statement.

183.0905 - Activities not constituting doing business.

183.0906 - Noncomplying name of foreign limited liability company.

183.0907 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

183.0908 - Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.

183.0909 - Transfer of registration.

183.09101 - Grounds for termination.

183.09102 - Procedure for and effect of termination.

183.09103 - Appeal from termination.

183.0911 - Withdrawal of registration of registered foreign limited liability company.

183.0912 - Action by attorney general.

183.1001 - Definitions.

183.1002 - Relationship of this subchapter to other laws.

183.1003 - Existing purpose.

183.1004 - Nonexclusivity.

183.1005 - Reference to external facts.

183.1021 - Merger authorized.

183.1022 - Plan of merger.

183.1023 - Approval of merger; amendment; abandonment.

183.1024 - Filings required for merger; effective date.

183.1025 - Effect of merger.

183.1031 - Interest exchange authorized.

183.1032 - Plan of interest exchange.

183.1033 - Approval of interest exchange; amendment; abandonment.

183.1034 - Filings required for interest exchange; effective date.

183.1035 - Effect of interest exchange.

183.1041 - Conversion authorized.

183.1042 - Plan of conversion.

183.1043 - Approval of conversion; amendment; abandonment.

183.1044 - Filings required for conversion; effective date.

183.1045 - Effect of conversion.

183.1051 - Domestication authorized.

183.1052 - Plan of domestication.

183.1053 - Approval of domestication; amendment; abandonment.

183.1054 - Filings required for domestication; effective date.

183.1055 - Effect of domestication.

183.1061 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

183.1101 - Uniformity of application and construction.

183.1102 - Relation to Electronic Signatures in Global and National Commerce Act.