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:
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(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.
183.0104
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(2)
(2) A person who has the right to exclusive use of a reserved name under
sub. (1) 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)(c)
(c) The registration expires annually on December 31. A foreign limited liability company may renew its registration by delivering to the department for filing a renewal application, which complies with
par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.
183.0104(4)
(4) A name is registered under
sub. (1) or
(3) for the applicant's exclusive use on the effective date of the application.
183.0104 History
History: 1993 a. 112;
1995 a. 27;
2001 a. 44.
183.0105
183.0105
Registered office and registered agent. 183.0105(1)(1) Each limited liability company shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be one of the following:
183.0105(1)(a)
(a) A natural person who resides in this state and whose business office is identical with the registered office.
183.0105(1)(b)
(b) A domestic corporation, limited liability company, limited partnership, registered limited liability partnership, or corporation organized or registered in this state, whose business office is identical with the registered office.
183.0105(1)(c)
(c) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
183.0105(2)
(2) A limited liability company may change its registered office or registered agent, or both, by doing any of the following:
183.0105(2)(a)
(a) Delivering to the department for filing a statement of change.
183.0105(2)(b)
(b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of organization or in articles of merger.
183.0105(2)(c)
(c) Including the name of its registered agent and the street address of its registered office, as changed, in its annual report under
s. 183.0120. This paragraph also applies to a foreign limited liability company. A change under this paragraph is effective on the date the annual report is filed by the department.
183.0105(3)
(3) A statement of change delivered under
sub. (2) (a) shall include all of the following information:
183.0105(3)(c)
(c) The street address of its registered agent, as changed.
183.0105(3)(d)
(d) A statement that after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
183.0105(4)
(4) If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any limited liability company for which that person is the registered agent. To make a change under this subsection, the registered agent shall notify the limited liability company in writing of the change and deliver to the department for filing a signed statement that complies with
sub. (3) and recites that the limited liability company has been notified of the change.
