183.0705 Rights of judgment creditor.
183.0706 Right of assignee to become a member.
183.0707 Powers of legal representative.
SUBCHAPTER VIII
ADMISSION AND DISSOCIATION OF MEMBERS
183.0801 Admission of members.
183.0802 Events of dissociation.
SUBCHAPTER IX
DISSOLUTION
183.0902 Judicial dissolution.
183.09025 Administrative dissolution and reinstatement.
183.0904 Agency power of managers or members after dissolution.
183.0905 Distribution of assets.
183.0906 Articles of dissolution.
183.0907 Known claims against dissolved limited liability company.
183.0908 Unknown or contingent claims against dissolved limited liability company.
183.0909 Enforcing claims.
SUBCHAPTER X
FOREIGN LIMITED LIABILITY COMPANIES
183.1002 Registration required.
183.1003 Consequences of transacting business without registration.
183.1004 Application for certificate of registration.
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.
SUBCHAPTER XI
SUITS BY AND AGAINST
A LIMITED LIABILITY COMPANY
183.1101 Authority to sue on behalf of limited liability company.
183.1102 Effect of lack of authority to sue.
SUBCHAPTER XII
MERGER; CONVERSION
183.1202 Approval of merger.
183.1204 Articles of merger.
183.1205 Effects of merger.
183.1206 Right to object.
SUBCHAPTER XIII
MISCELLANEOUS
183.1301 Execution by judicial act.
183.1302 Rules of construction.
183.1303 Securities law application.
183.1305 Interstate application.
GENERAL PROVISIONS
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(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(8)
(8) "Foreign limited liability company" means an organization that is all of the following:
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(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(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.
183.0103(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:
