Section DWD 115.01 - Business transfer; methods used in business transfers and in the ordinary course of business; transfer of an asset; transfer of a business activity; total or partial transfer(1) BUSINESS TRANSFER. Under s. 108.16(8) (a), Stats., a transfer of business occurs when any asset or business activity is transferred in whole or in part by a transferor to a transferee by any method other than in the ordinary course of business.(2) METHODS USED IN BUSINESS TRANSFERS. Methods of transferring assets or business activities include gift, sale, lease, inheritance, foreclosure, termination or cancellation of lease, bankruptcy sale, reorganization, merger or consolidation and receivership.(3) EVENTS WHICH ARE NOT BUSINESS TRANSFERS. Corporate name changes, the election or cancellation of subchapter S status under section 1362 of the internal revenue code by a corporation, the transfer of payroll function only and the transfer of employees between an employee service company and its clients or customers are not transfers of a business. The transfer of shares of corporate stock by a stockholder is not a transfer of business for the corporation which issued the shares. Sale of used equipment or furniture and fixtures which are being replaced or no longer being used are considered transfers in the ordinary course of business rather than business transfers under ch. 108, Stats.(4) TRANSFER OF AN ASSET. An asset is transferred if ownership, possession or use changes from the transferor to the transferee.(5) TRANSFER OF A BUSINESS ACTIVITY. For a transfer of a business activity to be a business transfer under this section and s. 108.16(8) (a), Stats., the business activity after the transfer shall be similar to the business activity before the transfer. In determining whether a business activity has been transferred, continued or resumed, the department shall consider factors which suggest a similarity in business activity including any of the following: (a) The existence of the same customers or the same type of customer after the transfer.(b) The closeness of the transferee's business location to that of the transferor when location is important to the business.(c) The continued use of the transferor's trade name by the transferee.(d) A lapse in operation of 6 months or less unless extensive remodeling is involved or the business is seasonal in nature but in no event shall the lapse be considered if greater than 2 years.(e) Few if any changes in the product or in brand names after the transfer.(f) The similarity in days and hours of the business under both the transferor and transferee.(g) The transfer of inventory, expensive plant machinery, heavy equipment or unique assets as opposed to general office furniture and fixtures.(h) The transfer of key employees or employees with highly technical professional skills.(i) The transfer of goodwill.(j) The existence of a noncompetition clause in the contract prohibiting the transferor from engaging in the same kind of business activity in the area.(k) The transfer of a license or a franchise.(6) TOTAL OR PARTIAL TRANSFER. The transfer of a business may be a total transfer or a partial transfer. If only a portion of a business is transferred, the department shall compute and apply the transfer percentage under s. DWD 115.09.Wis. Admin. Code Department of Workforce Development DWD 115.01
Cr. Register, January, 1992, No. 433, eff. 2-1-92.Amended by, CR 18-033: am. (5) (intro.), (a) to (j), (6) Register May 2019 No. 761, eff. 6/1/2019