Wis. Stat. § 183.0404
Sharing of and right to distributions before dissolution
Redline — January 1, 2003 → current.View current text →
Current — January 1, 2021
As of January 1, 2003
(1) Unless otherwise provided in an operating agreement or this chapter, and subject to sub. (2) , an affirmative vote, approval or consent as follows shall be required to decide any matter connected with the business of a limited liability company:
(a) If management of a limited liability company is reserved to the members, an affirmative vote, approval or consent by members whose interests in the limited liability company represent contributions to the limited liability company of more than 50% of the value, as stated in the records required to be kept under s. 183.0405 (1) , of the total contributions made to the limited liability company.
(b) If the management of a limited liability company is vested in one or more managers, the affirmative vote, consent or approval of more than 50% of the managers.
(2) Unless otherwise provided in an operating agreement or this chapter, the affirmative vote, approval or consent of all members shall be required to do any of the following:
(a) Amend the articles of organization.
(b) Issue an interest in a limited liability company to any person.
(c) Adopt, amend or revoke an operating agreement.
(d) Allow a limited liability company to accept any additional contribution from a member.
(e) Allow a partial redemption of an interest in a limited liability company under s. 183.0603 .
(f) Value the contributions of members under s. 183.0501 (2) .
(fm) Convert to a new form of business entity under s. 183.1207 .
(g) Authorize a manager, member or other person to do any act on behalf of the limited liability company that contravenes an operating agreement, including any provision of the operating agreement that expressly limits the purpose or business of the limited liability company or the conduct of the business of the limited liability company.
(3) Unless otherwise provided in an operating agreement, if any member is precluded from voting with respect to a given matter, then the value of the contribution represented by the interest in the limited liability company with respect to which the member would otherwise have been entitled to vote shall be excluded from the total contributions made to the limited liability company for purposes of determining the 50% threshold under sub. (1) (a) for that matter.
(4) Unless otherwise provided in an operating agreement or this chapter, if all or part of an interest in the limited liability company is assigned under s. 183.0704 , all of the following apply:
(a) The assigning member shall be considered the owner of the assigned interest for purposes of determining the 50% threshold under sub. (1) (a) until the assignee of the interest in the limited liability company becomes a member under s. 183.0706 .
(b) If the assigning member ceases to be a member of the limited liability company, and until the assignee of the interest in the limited liability company becomes a member under s. 183.0706 , the contribution represented by the assigned interest shall be excluded from the total contributions made to the limited liability company for purposes of determining the 50% threshold under sub. (1) (a) .
(1) Except to the extent necessary to comply with any transfer effective under s. 183.0502 or charging order in effect under s. 183.0503 , any distributions made by a limited liability company before its dissolution and winding up must be made proportionally among members and dissociated members on the basis of the value of the contributions made by each such member, as stated in the records required to be kept under s. 183.0402 (2) , or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member as computed for tax reporting purposes.
(2) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(3) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in s. 183.0707 (4) , a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(4) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
Official source: Wisconsin State Legislature. Reproduced from public-domain Wisconsin statutes; confirm against the official source for the current text. Not legal advice.