Chapter 183, UNIFORM LIMITED LIABILITY COMPANY LAW

183.0101 Short title. This chapter shall be known and may be cited as the “Wisconsin Uniform Limited Liability Company Law.” History: 2021 a. 258.

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 “rig…

183.0103 Knowledge; notice. (1) A person knows a fact if any of the following applies: (a) The person has actual knowledge of the fact. (b) The person is deemed to know the fact under law other than this chapter. (2) A person has notice of a fact if any of the following applies: …

183.0104 Governing law. (1) The law of this state governs all of the following: (a) The internal affairs of a limited liability company. (b) The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company. (2m…

183.0105 Operating agreement; scope, function, and limitations. (1) Except as otherwise provided in subs. (3) and (4), the operating agreement governs all of the following: (a) Relations among the members as members and between the members and the limited liability company. (b) T…

183.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement. (1) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agre…

183.0107 Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company. (1) A written operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfa…

183.01075 Required information. 183.0108 Nature, purpose, and duration of limited liability company. 183.0109 Powers. 183.0110 Applicability. 183.0111 Supplemental principles of law. 183.0112 Permitted names. 183.0113 Reservation of name. 183.0114 Registration of name. 183.0115 R…

183.0108 Nature, purpose, and duration of limited liability company. (1) A limited liability company is an entity distinct from its member or members. (2) A limited liability company may have any lawful purpose, regardless of whether for profit. A limited liability company engagi…

183.0109 Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. History: 2021 a. 258.

183.0110 Applicability. (1) This chapter applies to a limited liability company formed on or after January 1, 2023. (2) On January 1, 2023, this chapter applies to a limited liability company formed before January 1, 2023, except as follows: (a) If the effective date of this para…

183.0111 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History: 2021 a. 258.

183.0112 Permitted names. (1) The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “LLC” or “LC” or a variation of these abbreviations that differs only with respect to capitalization of letters or pu…

183.0113 Reservation of name. (1) A person may reserve the exclusive use of a name that complies with s. 183.0112, including a fictitious name for a foreign limited liability company whose company name is not available, by delivering an application to the department for filing. T…

183.0114 Registration of name. (1) A foreign limited liability company not registered to do business in this state under subch. IX may register its name, or a fictitious name adopted pursuant to s. 183.0906, if the name is distinguishable on the records of the department from the…

183.0115 Registered agent and registered office. (1) Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation o…

183.0116 Change of registered agent or registered office by limited liability company. (1) A limited liability company or registered foreign limited liability company may change its registered agent or registered office as provided in s. 183.0212 (5) or by delivering to the depar…

183.0117 Resignation of registered agent. (1) A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the department for filing a statement of resignation that states all of the following: (a) The nam…

183.0118 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s office changes, the registered agent may change the name or e-mail address of the registered agent or street ad…

183.0119 Service of process, notice, or demand. (1) A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written not…

183.0120 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (2) Delivery to the department is effective only when a record i…

183.0122 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record …

183.0201 Formation of limited liability company; articles of organization. (1) One or more persons may act as organizers to form a limited liability company by signing and delivering to the department for filing articles of organization. (2) The articles of organization shall con…

183.0202 Amendment or restatement of articles of organization. (1) Articles of organization may be amended or restated at any time. (2) To amend its articles of organization, a limited liability company must deliver to the department for filing an amendment stating all of the fol…

183.0203 Signing of records to be delivered for filing to the department. (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows: (a) Except as otherwise provided in pars. (b) and (c), a record signed by a limited liability company …

183.0204 Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of …

183.0205 Liability for inaccurate information in filed record. (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for …

183.0206 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following: (a) The filing of the record must be required or permitted by t…

183.0207 Effective date and time. Except as otherwise provided in s. 183.0208 and subject to s. 183.0209 (4), a record filed under this chapter is effective as follows: (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and a…

183.0208 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 183.1023 (2), 183.1033 (2), 183.1043 (2), and 183.1053 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department fo…

183.0209 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies: (a) The record at the time of filing was inaccurate. (b) The record was defectively signed. (c) The ele…

183.0210 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial. (2) When the…

183.0211 Certificate of status. (1) Any person may obtain from the department, upon request, a certificate of status for a limited liability company or registered foreign limited liability company. (2) A certificate of status shall include all of the following information: (a) Th…

183.0212 Annual report for department. (1) A limited liability company or registered foreign limited liability company shall deliver to the department for filing an annual report that states all of the following: (a) The name of the company or foreign company. (b) The street addr…

183.0301 No agency power of member as member. (1) A member is not an agent of a limited liability company solely by reason of being a member. (2) A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability …

183.0302 Statement of authority. (1) (a) A limited liability company may deliver to the department for filing a statement of authority. (b) The statement of authority must include the name of the company, the street address of the company’s registered office in this state, and th…

183.0303 Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following: (1) Provides the name of the limited liability company and the caption of t…

183.0304 Liability of members and managers. (1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. Except as provided in ss. 73.0306, 183.0403, and 183.0406, a member or manager is not personall…

183.0401 Becoming member. (1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, t…

183.0402 Form of contribution. (1) A contribution may consist of money or property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer money or property to, perform services for, or provide another benef…

183.0403 Liability for contributions. (1) A person’s obligation to make a contribution to a limited liability company is 183.0405 not excused by the person’s death, disability, termination, or other inability to perform personally. (2) If a person does not fulfill an obligation t…

183.0404 Sharing of and right to distributions before dissolution. (1) Except to the extent necessary to comply with any transfer effective under s. 183.0502 or charging order in effect under s. 183.0503, any distributions made by a limited liability company before its dissolutio…

183.0405 Limitations on distributions. (1) A limited liability company may not make a distribution, including a distribution under s. 183.0707, if after the distribution any of the following applies: (a) The company would not be able to pay its debts as they become due in the ord…

183.0406 Liability for improper distributions. (1) Except as otherwise provided in sub. (2), if a member of a membermanaged limited liability company or manager of a managermanaged limited liability company consents to a distribution made in violation of s. 183.0405 and in consen…

183.0407 Management of limited liability company. (1) A limited liability company is a member-managed limited liability company unless a written operating agreement provides any of the following or includes words of similar import: (a) That the company is or will be “manager-mana…

183.0408 Reimbursement; indemnification; advancement; and insurance. (1) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or man…

183.0409 Standards of conduct for members and managers. (1) A member of a member-managed limited liability company owes to the company and, subject to s. 183.0801, the other members the fiduciary duties of loyalty and care stated in subs. (2) and (3). (2) The duty of loyalty of a…

183.0410 Rights to information of member, manager, and person dissociated as member. (1) In a membermanaged limited liability company, the following rules apply: (a) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specif…

183.0501 Nature of transferable interest. A transferable interest is personal property. History: 2021 a. 258.

183.0502 Transfer of transferable interest. (1) Subject to s. 183.0503 (6), all of the following apply to a transfer, in whole or in part, of a transferable interest: (a) It is permissible. (b) It does not by itself cause a member’s dissociation or a dissolution and winding up of…