183.1001   Law governing.
183.1002   Registration required.
183.1003   Consequences of transacting business without registration.
183.1004   Application for certificate of registration.
183.1005   Name.
183.1006   Amended certificate of registration.
183.1007   Registered office and registered agent of foreign limited liability company.
183.1008   Change of registered office or registered agent of foreign limited liability company.
183.1009   Resignation of registered agent of foreign limited liability company.
183.1010   Service on foreign limited liability company.
183.1011   Withdrawal of registration.
183.1020   Grounds for revocation.
183.1021   Procedure for and effect of revocation.
183.1022   Appeal from revocation.
183.1101   Authority to sue on behalf of limited liability company.
183.1102   Effect of lack of authority to sue.
183.1200   Definitions.
183.1201   Merger.
183.1202   Approval of merger.
183.1203   Plan of merger.
183.1204   Articles of merger.
183.1205   Effects of merger.
183.1206   Right to object.
183.1207   Conversion.
183.1301   Execution by judicial act.
183.1302   Rules of construction.
183.1303   Securities law application.
183.1305   Interstate application.
subch. I of ch. 183 SUBCHAPTER I
183.0102 183.0102 Definitions. In this chapter, except as otherwise provided:
183.0102(1) (1)“Articles of organization" means articles filed under s. 183.0201, and those articles as amended or restated.
183.0102(2) (2)“Corporation" includes a domestic corporation and a foreign corporation.
183.0102(3) (3)“Court" includes every court having jurisdiction in the case.
183.0102(3m) (3m)“Department" means the department of financial institutions.
183.0102(4) (4)“Distribution" means a direct or indirect transfer by a limited liability company of money or other property, other than an interest in the limited liability company, to or for the benefit of its members in respect of their interests.
183.0102(5) (5)“Domestic corporation" has the meaning given in s. 180.0103 (5).
183.0102(6) (6)“Event of dissociation" means an event that causes a person to cease to be a member, as provided in s. 183.0802.
183.0102(7) (7)“Foreign corporation" has the meaning given in s. 180.0103 (9).
183.0102(8) (8)“Foreign limited liability company" means an organization that is all of the following:
183.0102(8)(a) (a) An unincorporated association.
183.0102(8)(b) (b) Organized under a law other than the laws of this state.
183.0102(8)(c) (c) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity.
183.0102(8)(d) (d) Not required to be registered or organized under any statute of this state other than this chapter.
183.0102(9) (9)“Foreign limited partnership" has the meaning given in s. 179.01 (4).
183.0102(10) (10)“Limited liability company" or “domestic limited liability company" means, except as provided in s. 183.1201 (1), an organization formed under this chapter.
183.0102(11) (11)“Limited liability company interest", “interest in the limited liability company" or “member's interest" means a member's rights in the limited liability company, including the member's share of the profits and losses of the limited liability company, the member's right to receive distributions of limited liability company assets, and the member's right to vote or participate in management of the limited liability company.
183.0102(12) (12)“Limited partnership" has the meaning given in s. 179.01 (7).
183.0102(13) (13)“Manager" or “managers" means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by one or more managers, the person or persons designated in accordance with s. 183.0401.
183.0102(15) (15)“Member" means a person who has been admitted to membership in a limited liability company as provided in s. 183.0801 and who has not dissociated from the limited liability company.
183.0102(16) (16)“Operating agreement" means an agreement in writing, if any, among all of the members as to the conduct of the business of a limited liability company and its relationships with its members.
183.0102(17) (17)“Organizer" means the person who signs and delivers the articles of organization for filing to the department.
183.0102(18) (18)“Person" includes an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.
183.0102(19) (19)“State" includes a state, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico.
183.0102 History History: 1993 a. 112; 1995 a. 27, 97.
183.0102 Annotation Wisconsin's Limited Liability Company. Emerging Issues and Prospects for the Future. Levinoff. 78 MLR 757.
183.0102 Annotation The Wisconsin Limited Liability Company. Boucher & Sosnowski. Wis. Law. Dec. 1993.
183.0102 Annotation LLC and Corporate Law Revisions. Boucher and Sosnowski. Wis. Law. Oct. 1996.
183.0102 Annotation Shedding Light on Recent Developments Affecting LLCs. Boucher, Kamperschroer & Knudson. Wis. Law. Aug. 2008.
183.0103 183.0103 Name.
183.0103(1)(1)The name of a limited liability company as set forth in its articles of organization must contain the words “limited liability company" or “limited liability co." or end with the abbreviation “L.L.C." or “LLC". The name may not contain language stating or implying that the limited liability company is organized for any purpose other than that permitted under s. 183.0106 (1).
183.0103(2) (2)Except as provided in sub. (4), the name of a domestic limited liability company shall be distinguishable upon the records of the department from all of the following names:
183.0103(2)(a) (a) The name of any other limited liability company, a corporation, a nonstock corporation, a limited partnership, a limited liability partnership, a cooperative association, or an unincorporated cooperative association existing under the laws of this state.
183.0103(2)(b) (b) The name of any foreign limited liability company, foreign corporation, foreign nonstock corporation, foreign limited partnership, foreign limited liability partnership, foreign cooperative association, or foreign unincorporated cooperative association, or the designated, registered or fictitious name under which any such entity is licensed to transact business in this state.
183.0103(2)(c) (c) Any name reserved or registered under ch. 179, 180, 181, 185, or 193.
183.0103(3) (3)The name of a limited liability company is not distinguishable from a name referred to in sub. (2) (a) to (c) if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) or of the words “corporation", “incorporated", “limited", “company", “limited partnership", “limited liability partnership" or “cooperative" or an abbreviation of these words.
183.0103(4) (4)A limited liability company may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2) (a) to (c). The department shall authorize use of the name applied for if any of the following occurs:
183.0103(4)(a) (a) The other limited liability company, corporation, nonstock corporation, limited partnership, limited liability partnership, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.
183.0103(4)(b) (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
183.0103 History History: 1993 a. 112; 1995 a. 27, 97; 2005 a. 441.
183.0104 183.0104 Reservation and registration of name.
183.0104(1)(1)A person may reserve the exclusive use of a limited liability company name, including a fictitious name for a foreign limited liability company whose name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the applicant's name and address and the name proposed to be reserved. If the department finds that the name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.
183.0104(1m) (1m)A domestic limited liability company or a foreign limited liability company authorized to transact business in this state may, upon merger, change of name, or dissolution, register its company name for no more than 10 years by delivering to the department for filing an application, executed by the domestic limited liability company or foreign limited liability company, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the company name or an application for an amended certificate of registration that changes the company name.
183.0104(2) (2)A person who has the right to exclusive use of a reserved name under sub. (1) or (1m) may transfer the reservation to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.
183.0104(3)(a)(a) A foreign limited liability company may register its name if the name is distinguishable upon the records of the department from the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability company delivers to the department for filing an application complying with par. (b).
183.0104(3)(b) (b) A foreign limited liability company's application to register a name shall be accompanied by a certificate of status or similar document from the state or other jurisdiction of organization and shall include all of the following information:
183.0104(3)(b)1. 1. The foreign limited liability company's name.
183.0104(3)(b)2. 2. The state or jurisdiction and the date of its organization.
183.0104(3)(b)3. 3. The street address of its principal office.
2017-18 Wisconsin Statutes updated through 2019 Wis. Act 50 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on December 6, 2019. Published and certified under s. 35.18. Changes effective after December 6, 2019, are designated by NOTES. (Published 12-6-19)