183.0102 Definitions. In this chapter: (1) “Articles of organization” means the articles required by s. 183.0201. The term includes the articles as amended or restated. (1m) “Business” includes every trade, occupation, and profession. (2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 183.0402 which is provided by a person to a limited liability company to become a member or in the person’s capacity as a member. (3) “Debtor in bankruptcy” means a person that is the subject of any of the following: (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application. (b) A comparable order under federal, state, or foreign law governing insolvency. (3m) “Department” means the department of financial institutions. (4) (a) Except as provided in par. (b), “distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member. The term includes all of the following: 1. A redemption or other purchase by a limited liability company of a transferable interest. 2. A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the company’s activities and affairs or have access to records or other information concerning the company’s activities and affairs. (b) “Distribution” does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to members for good and valuable consideration other than in their capacity as members. (4c) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state. (4j) “Electronic” means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (4p) “Entity” means a person other than an individual. (4t) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state. (5) “Foreign limited liability company” means an association that would be a limited liability company subject to this chapter but for the fact that its governing law is not the law of this state. (5g) “General cooperative association” means, with respect
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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Updated 23-24 Wis. Stats.
UNIFORM LIMITED LIABILITY COMPANY LAW
(18) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (19) “Registered agent” means an agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. (20) “Registered foreign limited liability company” means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the department. (21) “Sign” means, with present intent to authenticate or adopt a record, any of the following: (a) To execute or adopt a tangible symbol. (b) To attach to or logically associate with the record an electronic symbol, sound, or process. (22) “State” means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (23) “Transfer” includes all of the following: (a) An assignment. (b) A conveyance. (c) A sale. (d) A lease. (e) An encumbrance, including a mortgage or security interest. (f) A gift. (g) A transfer by operation of law. (24) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (25) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under s. 183.0603 (1) (c). (26) “Written operating agreement” means an operating agreement, or part thereof, that is set forth in a record. History: 2021 a. 258.