LRB-3605/2
CTS:kjf:pg
2007 - 2008 LEGISLATURE
January 17, 2008 - Introduced by Law Revision Committee. Referred to
Committee on Veterans and Military Affairs, Biotechnology and Financial
Institutions.
SB391,1,4
1An Act to renumber 183.0906 (intro.); and
to create 183.0906 (2m) and
2183.0906 (3m) of the statutes;
relating to: revoking the voluntary dissolution
3of a limited liability company (suggested as remedial legislation by the
4Department of Financial Institutions).
Analysis by the Legislative Reference Bureau
Current law generally provides for the creation, operation, and dissolution of
limited liability companies (LLCs). This bill authorizes an LLC to revoke a
dissolution that was authorized by the consent of the members of the LLC if the
revocation is authorized in the same manner that the dissolution was authorized.
For further information, see the Notes provided by the Law Revision
Committee of the Joint Legislative Council.
Law Revision Committee prefatory note: This bill is a remedial legislation
proposal, requested by the Department of Financial Institutions and introduced by the
Law Revision Committee under s. 13.83 (1) (c) 4., stats. After careful consideration of the
various provisions of the bill, the Law Revision Committee has determined that this bill
makes minor substantive changes in the statutes, and that these changes are desirable
as a matter of public policy.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB391, s. 1
1Section
1. 183.0906 (intro.) of the statutes is renumbered 183.0906 (1m)
2(intro.).
SB391, s. 2
3Section
2. 183.0906 (2m) of the statutes is created to read:
SB391,2,114
183.0906
(2m) A limited liability company may revoke a dissolution of the
5limited liability company under s. 183.0901 (1) within 120 days after the effective
6date of the dissolution. Revocation of the dissolution shall be authorized in the same
7manner that the dissolution was authorized. After the revocation of the dissolution
8is authorized, the limited liability company may revoke the dissolution by delivering
9to the department for filing a copy of the limited liability company's articles of
10dissolution and articles of revocation of dissolution, which shall include all of the
11following:
SB391,2,1212
(a) The name of the limited liability company.
SB391,2,1313
(b) The effective date of the dissolution that is being revoked.
SB391,2,1414
(c) The date on which the revocation of the dissolution was authorized.
SB391,2,1715
(d) A statement that the revocation of dissolution was authorized in the same
16manner as the dissolution or a statement that the revocation of dissolution was
17authorized under sub. (1m) (c).
Note: Allows a limited liability company (LLC) that has voluntarily filed articles
of dissolution with the Department of Financial Institutions (DFI) to revoke the
dissolution by filing a revocation of voluntary dissolution with DFI within 120 days after
the effective date of the dissolution. Current law contains no provision concerning
revocation of a voluntary LLC dissolution. The proposed language is based on language
that currently applies to corporations organized under chs. 180 and 181, stats. See ss.
180.1404 and 181.1404, stats.
DFI indicates that revocation of a voluntary dissolution of an LLC is likely to occur
when the dissolution was initiated by a disgruntled LLC member or resulted from
mistake. Without opportunity to revoke a voluntary dissolution, a dissolved LLC that
intends to continue must begin the organization process again and risks losing its name
in the interim.
SB391, s. 3
18Section
3. 183.0906 (3m) of the statutes is created to read:
SB391,3,4
1183.0906
(3m) On the effective date of articles of revocation of dissolution
2under sub. (2m), the revocation of dissolution shall relate back to, and take effect as
3of, the effective date of the dissolution, and the limited liability company may resume
4carrying on its business as if the dissolution never occurred.
