Date of enactment: March 27, 2024
2023 Senate Bill 450 Date of publication*: March 28, 2024
2023 WISCONSIN ACT 246
AN ACT to repeal 242.02 (4); to renumber 242.08 (2) (a); to renumber and amend 242.08 (2) (b); to amend chapter
242 (title), 242.01 (3), 242.01 (9), 242.01 (12), 242.02 (2), 242.02 (3), 242.04 (title), 242.04 (1) (intro.), 242.05 (title),
242.05 (1), 242.05 (2), 242.06 (5) (b), 242.07 (1) (b), 242.08 (title), 242.08 (1), 242.08 (2) (intro.), 242.08 (5) (b),
402.402 (3) (b), 411.308 (2) (b), 705.07 (2), 815.18 (10) and 893.425; and to create 242.01 (6m), 242.01 (8m), 242.01
(10m), 242.01 (11m), 242.04 (3), 242.05 (3), 242.08 (2) (am) 2. b. and (bm), 242.08 (7) and (8), 242.094, 242.096,
242.12 and 242.13 of the statutes; relating to: adopting modifications to, and renaming, the Uniform Fraudulent
Transfer Act.
The people of the state of Wisconsin, represented in
senate and assembly, do enact as follows:
SECTION 1. Chapter 242 (title) of the statutes is
amended to read:
CHAPTER 242
UNIFORM FRAUDULENT TRANSFER ACT
VOIDABLE TRANSACTIONS LA W
SECTION 2. 242.01 (3) of the statutes is amended to
read:
242.01 (3) “Claim” “Claim,” except as used in “claim
for relief,” means a right to payment, whether or not the
right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undis-
puted, legal, equitable, secured or unsecured.
SECTION 3. 242.01 (6m) of the statutes is created to
read:
242.01 (6m) “Electronic” means relating to technol-
ogy having electrical, digital, magnetic, wireless, optical,
electromagnetic, or similar capabilities.
SECTION 4. 242.01 (8m) of the statutes is created to
read:
242.01 (8m) “Organization” means a person other
than an individual.
SECTION 5. 242.01 (9) of the statutes is amended to
read:
242.01 (9) “Person” means an individual, estate,
partnership, corporation, limited liability company, asso-
ciation, organization, trust, business or nonprofit entity,
public corporation, government or governmental subdi-
vision or, agency, business trust, estate, trust or instru-
mentality, or any other legal or commercial entity.
SECTION 6. 242.01 (10m) of the statutes is created to
read:
242.01 (10m) “Record” means information that is
inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceiv-
able form.
SECTION 7. 242.01 (11m) of the statutes is created to
read:
242.01 (11m) “Sign” means, with present intent to
authenticate or adopt a record, any of the following:
(a) To execute or adopt a tangible symbol.
* Section 991.11, WISCONSIN STATUTES: Effective date of acts. “Every act and every portion of an act enacted by the legislature over the governor’s
partial veto which does not expressly prescribe the time when it takes effect shall take effect on the day after its date of publication.” − 2 −2023 Wisconsin Act 246 2023 Senate Bill 450
(b) To attach to or logically associate with the record
an electronic symbol, sound, or process.
SECTION 8. 242.01 (12) of the statutes is amended to
read:
242.01 (12) “Transfer” means every mode, direct or
indirect, absolute or conditional, voluntary or involun-
tary, of disposing of or parting with an asset or an interest
in an asset, and includes payment of money, release,
lease, license, and creation of a lien or other encum-
brance.
SECTION 9. 242.02 (2) of the statutes is amended to
read:
242.02 (2) A debtor is insolvent if, at a fair valuation,
the sum of the debtor’s debts is greater than all the sum
of the debtor’s assets at a fair valuation.
SECTION 10. 242.02 (3) of the statutes is amended to
read:
242.02 (3) A debtor who is generally not paying the
debtor’s debts as they become due other than as a result
of a bona fide dispute is presumed to be insolvent. The
presumption imposes on the party against which the pre-
sumption is directed the burden of proving that the
nonexistence of insolvency is more probable than its
existence.
SECTION 11. 242.02 (4) of the statutes is repealed.
SECTION 12. 242.04 (title) of the statutes is amended
to read:
242.04 (title) Transfers fraudulent Transfer or
obligation voidable as to present and or future credi-
tors creditor.
SECTION 13. 242.04 (1) (intro.) of the statutes is
amended to read:
242.04 (1) (intro.) A transfer made or obligations
obligation incurred by a debtor is fraudulent voidable as
to a creditor, whether the creditor’s claim arose before or
after the transfer was made or the obligation was
incurred, if the debtor made the transfer or incurred the
obligation:
SECTION 14. 242.04 (3) of the statutes is created to
read:
242.04 (3) A creditor making a claim for relief under
sub. (1) has the burden of proving the elements of the
claim for relief by a preponderance of the evidence.
SECTION 15. 242.05 (title) of the statutes is amended
to read:
242.05 (title) Transfers fraudulent Transfer or
obligation voidable as to present creditors creditor.
SECTION 16. 242.05 (1) of the statutes is amended to
read:
242.05 (1) A transfer made or obligation incurred by
a debtor is fraudulent voidable as to a creditor whose
claim arose before the transfer was made or the obliga-
tion was incurred if the debtor made the transfer or
incurred the obligation without receiving a reasonably
equivalent value in exchange for the transfer or obliga-
tion and the debtor was insolvent at that time or the debtor
became insolvent as a result of the transfer or obligation.
SECTION 17. 242.05 (2) of the statutes is amended to
read:
242.05 (2) A transfer made by a debtor is fraudulent
voidable as to a creditor whose claim arose before the
transfer was made if the transfer was made to an insider
for an antecedent debt, the debtor was insolvent at that
time and the insider had reasonable cause to believe that
the debtor was insolvent.
SECTION 18. 242.05 (3) of the statutes is created to
read:
242.05 (3) Subject to s. 242.02 (3), a creditor making
a claim for relief under sub. (1) or (2) has the burden of
proving the elements of the claim for relief by a prepon-
derance of the evidence.
SECTION 19. 242.06 (5) (b) of the statutes is amended
to read:
242.06 (5) (b) If evidenced by a writing record, when
the writing executed record signed by the obligor is deliv-
ered to or for the benefit of the obligee.
SECTION 20. 242.07 (1) (b) of the statutes is amended
to read:
242.07 (1) (b) An attachment or other provisional
remedy against the asset transferred or other property of
the transferee in accordance with if available under chs.
810 to 813 or other applicable law.
SECTION 21. 242.08 (title) of the statutes is amended
to read:
242.08 (title) Defenses, liability, and protection of
transferee or obligee.
SECTION 22. 242.08 (1) of the statutes is amended to
read:
242.08 (1) A transfer or obligation is not voidable
under s. 242.04 (1) (a) against a person who took in good
faith and for a reasonably equivalent value given the
debtor or against any subsequent transferee or obligee.
SECTION 23. 242.08 (2) (intro.) of the statutes is
amended to read:
242.08 (2) (intro.) Except as otherwise provided in
this section, to To the extent a transfer is voidable in an
action by a creditor under s. 242.07 (1) (a), all of the fol-
lowing rules apply:
(am) Except as otherwise provided in this section, the
creditor may recover judgment for the value of the asset
transferred, as adjusted under sub. (3), or the amount nec-
essary to satisfy the creditor’s claim, whichever is less.
The judgment may be entered against any of the follow-
ing:
SECTION 24. 242.08 (2) (a) of the statutes is renum-
bered 242.08 (2) (am) 1.
SECTION 25. 242.08 (2) (am) 2. b. and (bm) of the
statutes are created to read:
242.08 (2) (am) 2. b. An immediate or mediate good
faith transferee of a person described in subd. 2. a. − 3 − 2023 Wisconsin Act 246 2023 Senate Bill 450
(bm) Recovery pursuant to s. 242.07 (1) (a) or (2) of
or from the asset transferred or its proceeds, by levy or
otherwise, is available only against a person described in
par. (am) 1. or 2.
SECTION 26. 242.08 (2) (b) of the statutes is renum-
bered 242.08 (2) (am) 2. (intro.) and amended to read:
242.08 (2) (am) 2. (intro.) Any subsequent An imme-
diate or mediate transferee of the first transferee, other
than a any of the following:
a. A good faith transferee who took for value or from
any subsequent transferee.
SECTION 27. 242.08 (5) (b) of the statutes is amended
to read:
242.08 (5) (b) Enforcement of a security interest in
compliance with ch. 409, other than acceptance of collat-
eral in full or partial satisfaction of the obligation it
secures.
SECTION 28. 242.08 (7) and (8) of the statutes are cre-
ated to read:
242.08 (7) The following rules determine the burden
of proving matters referred to in this section:
(a) A party that seeks to invoke sub. (1), (4), (5), or
(6) has the burden of proving the applicability of that sub-
section.
(b) Except as otherwise provided in pars. (c) and (d),
the creditor has the burden of proving each applicable
element of sub. (2) or (3).
(c) The transferee has the burden of proving the
applicability to the transferee of sub. (2) (am) 2. a. or b.
(d) A party that seeks adjustment under sub. (3) has
the burden of proving the adjustment.
(8) The standard of proof required to establish mat-
ters referred to in this section is preponderance of the evi-
dence.
SECTION 29. 242.094 of the statutes is created to read:
242.094 Governing law. (1) In this section, the fol-
lowing rules determine a debtor’s location:
(a) A debtor who is an individual is located at the
individual’s principal residence.
(b) A debtor that is an organization and has only one
place of business is located at its place of business.
(c) A debtor that is an organization and that has more
than one place of business is located at its chief executive
office.
(2) A claim for relief in the nature of a claim for relief
under this chapter is governed by the local law of the
jurisdiction in which the debtor is located when the trans-
fer is made or the obligation is incurred.
SECTION 30. 242.096 of the statutes is created to read:
242.096 Application to series organization. (1) In
this section:
(a) “Protected series” means an arrangement, how-
ever denominated, created by a series organization that,
pursuant to the law under which the series organization
is organized, has the characteristics set forth in par. (b).
(b) “Series organization” means an organization that,
pursuant to the law under which it is organized, has the
following characteristics:
1. The organic record of the organization provides for
creation by the organization of one or more protected
series, however denominated, with respect to specified
property of the organization, and for records to be main-
tained for each protected series that identify the property
of or associated with the protected series.
2. Debt incurred or existing with respect to the activi-
ties of, or property of or associated with, a particular pro-
tected series is enforceable against the property of or
associated with the protected series only, and not against
the property of or associated with the organization or
other protected series of the organization.
3. Debt incurred or existing with respect to the activi-
ties or property of the organization is enforceable against
the property of the organization only, and not against the
property of or associated with a protected series of the
organization.
(2) A series organization and each protected series of
the organization is a separate person for purposes of this
chapter, even if for other purposes a protected series is not
a person separate from the organization or other pro-
tected series of the organization.
SECTION 31. 242.12 of the statutes is created to read:
242.12 Relation to electronic signatures in global
and national commerce act. This chapter modifies,
limits, or supersedes the federal Electronic Signatures in
Global and National Commerce Act, 15 USC 7001 to
7031, but does not modify, limit, or supersede section 101
(c) of that act, 15 USC 7001 (c), or authorize electronic
delivery of any of the notices described in section 103 (b)
of that act, 15 USC 7003 (b).
SECTION 32. 242.13 of the statutes is created to read:
242.13 Short title. This chapter may be cited as the
Uniform Voidable Transactions Law.
SECTION 33. 402.402 (3) (b) of the statutes is
amended to read:
402.402 (3) (b) Where identification to the contract
or delivery is made not in current course of trade but in
satisfaction of or as security for a preexisting claim for
money, security or the like and is made under circum-
stances which under any rule of law of the state where the
goods are situated would apart from this chapter consti-
tute the transaction a fraudulent or voidable transfer or
voidable preference.
SECTION 34. 411.308 (2) (b) of the statutes is
amended to read:
411.308 (2) (b) The lease contract is made under cir-
cumstances that under any statute or rule of law apart
from this chapter would constitute the transaction a
fraudulent or voidable transfer or voidable preference.
SECTION 35. 705.07 (2) of the statutes is amended to
read: − 4 −2023 Wisconsin Act 246 2023 Senate Bill 450
705.07 (2) For purposes of ch. 242, a debtor party
shall be deemed to have made a transfer only at the time
some other party withdraws all or part of the sums on
deposit, or at the time of the debtor party’s death as to
sums not previously withdrawn. In the case of a with-
drawal while the debtor party is living, the sole grounds
for determining any such transfer to be fraudulent void-
able shall be whether the debtor party is or will be thereby
rendered insolvent under s. 242.05 (1) or whether the
debtor party is engaged or is about to engage in a business
or transaction for which the assets remaining in the
debtor party’s hands after the transfer are unreasonably
small under s. 242.04 (1) (b) 1. In the case of a transfer
by reason of the death of the debtor party, the sole ground
for determining any such transfer to be fraudulent void-
able shall be whether the debtor party’s estate subject to
administration is insolvent under s. 242.02. For purposes
of this subsection, the amount transferred shall be
deemed to consist of those assets which the creditors of
the debtor party could have made subject to their claims
immediately prior to the transfer, less any sums which
such creditors could have made so subject to their claims
immediately after the transfer.
SECTION 36. 815.18 (10) of the statutes is amended
to read:
815.18 (10) FRAUDULENT AND VOIDABLE TRANSFERS.
A conveyance or transfer of wholly exempt property
shall not be considered a fraudulent conveyance or a
fraudulent or voidable transfer. Property that is not
totally exempt in value under this section may be subject
to a fraudulent voidable transfer action under ch. 242 to
set aside that transfer to the extent that the property’s
value is not exempt under this section. If a court is
required to satisfy the claim of a creditor and if that relief
is demanded, the court may determine the manner of
dividing fraudulently transferred property or property for
which the transfer is voidable into exempt and nonex-
empt portions, or may order the sale of the whole prop-
erty and an accounting of the exempt portion. Any or all
of the exemptions granted by this section may be denied
if, in the discretion of the court having jurisdiction, the
debtor procured, concealed or transferred assets with the
intention of defrauding creditors.
SECTION 37. 893.425 of the statutes is amended to
read:
893.425 Fraudulent Voidable transfers and obli-
gations. An action with respect to a fraudulent transfer
or obligation under ch. 242 shall be barred unless the
action is commenced:
(1) Under s. 242.04 (1) (a), within not later than 4
years after the transfer is made or the obligation is
incurred or, if later, within not later than one year after the
transfer or obligation is or could reasonably have been
discovered by the claimant.
(2) Under s. 242.04 (1) (b) or 242.05 (1), within not
later than 4 years after the transfer is made or the obliga-
tion is incurred.
(3) Under s. 242.05 (2), within not later than one year
after the transfer is made or the obligation is incurred.