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Wisconsin Statutes Corporations (Ch. 180 to 188) § 183.0703. Rescinding dissolution

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company is effective, the circuit court has entered an order under s. 183.0701(1)(d) dissolving the company, or the department has dissolved the company under s. 183.0708.

(2) Rescinding dissolution under this section requires all of the following:

(a) The affirmative vote or consent of each member.

(b) If the limited liability company has delivered to the department for filing a statement of dissolution, delivery for filing of one of the following additional statements:

1. If the statement of dissolution has not become effective, delivery to the department for filing of a statement of withdrawal under s. 183.0208 applicable to the statement of dissolution.

2. If the statement of dissolution has become effective, delivery to the department for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.

(3) If a limited liability company rescinds its dissolution, all of the following apply:

(a) The company resumes carrying on its activities and affairs as if dissolution had never occurred.

(b) Subject to par. (c), any liability incurred by the company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred.

(c) The rights of a 3rd party arising out of conduct in reliance on the dissolution before the 3rd party knew or had notice of the rescission may not be adversely affected.

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Cite this article: FindLaw.com - Wisconsin Statutes Corporations (Ch. 180 to 188) § 183.0703. Rescinding dissolution - last updated January 01, 2025 | https://codes.findlaw.com/wi/corporations-ch-180-to-188/wi-st-183-0703/

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