183.0903 Winding up. A dissolved limited liability company continues its legal existence but may not carry on any business except that which is appropriate to wind up and liquidate its business. Unless otherwise provided in an operating agreement:

(1) The business of the limited liability company may be wound up by any of the following:

(a) The members or managers who have authority under s. 183.0401 to manage the limited liability company before dissolution.

(b) If one or more of the members or managers who have authority to manage the limited liability company have engaged in wrongful conduct, or upon other cause shown, on application of any member or any member's legal representative or assignee, the circuit court for the county where the limited liability company's principal office, or, if none in this state, its registered office, is or was last located.

(2) The persons winding up the business of the limited liability company may do all of the following in the name of and on behalf of the limited liability company:

(a) Collect its assets.

(b) Prosecute and defend suits.

(c) Take any action necessary to settle and close the business of the limited liability company.

(d) Dispose of and transfer the property of the limited liability company.

(e) Discharge or make provision for discharging the liabilities of the limited liability company.

(f) Distribute to the members any remaining assets of the limited liability company.

(3) Dissolution of a limited liability company does not do any of the following:

(a) Transfer title to the limited liability company's property.

(b) Prevent transfer of all or part of a member's interest.

(c) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the limited liability company.

(d) Abate or suspend a civil, criminal, administrative or investigatory proceeding pending by or against the limited liability company at the time of dissolution.

(e) Terminate the authority of the registered agent of the limited liability company.

(f) Alter the limited liability of a member.

History: 1993 a. 112.