183.0120(3)
(3) A domestic limited liability company shall deliver its annual report to the department during the calendar quarter during which each anniversary of the effective date of the limited liability company's articles of organization under
s. 183.0111 occurs. A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.
183.0120(4)
(4) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
183.0120(5)
(5) An annual report is effective on the date that it is filed by the department.
183.0120 History
History: 1995 a. 27,
225;
2003 a. 33.
ORGANIZATION
183.0201
183.0201
Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the department for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter.
183.0201 History
History: 1993 a. 112;
1995 a. 27,
400.
183.0202
183.0202
Articles of organization. The articles of organization shall contain all of and only the following information:
183.0202(1)
(1) A statement that the limited liability company is organized under this chapter.
183.0202(3)
(3) The street address of the registered office and the name of the registered agent at that office.
183.0202(4)
(4) If management of the limited liability company is vested in one or more managers, a statement to that effect.
183.0202(5)
(5) The name and address of each person organizing the limited liability company.
183.0202(6)
(6) If applicable, the delayed effective date and time of the articles of organization permitted under
s. 183.0111 (2).
183.0202 History
History: 1993 a. 112;
1995 a. 400.
183.0203
183.0203
Amendment of articles of organization. 183.0203(1)(1) A limited liability company may amend its articles of organization at any time.
183.0203(2)
(2) A limited liability company amending its articles of organization shall deliver to the department for filing articles of amendment that include all of the following information:
183.0203(2)(b)
(b) The text of the amendment to the articles of organization.
183.0203 History
History: 1993 a. 112;
1995 a. 27.
183.0204
183.0204
Effect of delivery or filing of articles of organization and other documents. 183.0204(1)(a)(a) A limited liability company is formed when the articles of organization become effective under
s. 183.0111.
183.0204(1)(b)
(b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.
183.0204(1)(c)
(c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.
183.0204(2)
(2) The department's filing of the articles of organization of a foreign limited liability company under
s. 183.1004 shall be considered the certificate of authority for that foreign limited liability company to transact business in this state and is notice of all other facts set forth in the registration statement.
183.0204(3)(a)(a) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.
183.0204(3)(b)
(b) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.
183.0204 History
History: 1993 a. 112;
1995 a. 27;
2001 a. 44.
RELATIONS OF MEMBERS AND MANAGERS
TO PERSONS DEALING WITH THE
LIMITED LIABILITY COMPANY
183.0301
183.0301
Agency power of members and managers. 183.0301(1)(1) Except as provided in
sub. (2), all of the following apply:
183.0301(1)(a)
(a) Each member is an agent of the limited liability company, but not of the other members or any of them, for the purpose of its business.
183.0301(1)(b)
(b) The act of any member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the ordinary course of business the business of the limited liability company binds the limited liability company unless the member has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge that the member has no authority to act in the matter.
183.0301(2)
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
183.0301(2)(a)
(a) No member, solely by being a member, is an agent of the limited liability company or of the other members or any of them.
183.0301(2)(b)
(b) Each manager is an agent of the limited liability company, but not of the members or any of them, for the purpose of its business. The act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the ordinary course of business the business of the limited liability company binds the limited liability company unless the manager has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge that the manager has no authority to act in the matter.
183.0301(3)
(3) No act of a member or, if management of the limited liability company is vested in one or more managers, of a manager that is not apparently for the carrying on in the ordinary course of business the business of the limited liability company shall bind the limited liability company unless in fact authorized at the time of the transaction or at any other time.
183.0301 History
History: 1993 a. 112;
1995 a. 400.
183.0302
183.0302
Admissions of members and managers. 183.0302(1)(1) Except as provided in
sub. (2), an admission or representation made by any member concerning the business of a limited liability company within the scope of the member's actual authority as provided under
s. 183.0301 may be used as evidence against the limited liability company in any legal proceeding.
183.0302(2)
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
183.0302(2)(a)
(a) An admission or representation made by a manager concerning the business of a limited liability company within the scope of the manager's authority as provided under
s. 183.0301 may be used as evidence against the limited liability company in any legal proceeding.
183.0302(2)(b)
(b) The admission or representation of any member, acting solely in the member's capacity as a member, is not evidence against the limited liability company in any legal proceeding.
183.0302 History
History: 1993 a. 112.
183.0303
183.0303
Limited liability company charged with knowledge of or notice to member or manager. 183.0303(1)(1) Except as provided in
sub. (2), notice to any member of any matter relating to the business of a limited liability company, and the knowledge of a member acting in the particular matter, acquired while a member or known by the person at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated it to the acting member, operate as notice to or knowledge of the limited liability company.
183.0303(2)
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
183.0303(2)(a)
(a) Notice to any manager of any matter relating to the business of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or known by the person at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated it to the acting manager, operate as notice to or knowledge of the limited liability company.
183.0303(2)(b)
(b) Notice to or knowledge of any member while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.
183.0303 History
History: 1993 a. 112.
183.0304
183.0304
Liability of members to 3rd parties. 183.0304(1)
(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company. Except as provided in
ss. 183.0502 and
183.0608, a member or manager of a limited liability company is not personally liable for any debt, obligation or liability of the limited liability company, except that a member or manager may become personally liable by his or her acts or conduct other than as a member or manager.
183.0304(2)
(2) Notwithstanding
sub. (1), nothing in this chapter shall preclude a court from ignoring the limited liability company entity under principles of common law of this state that are similar to those applicable to business corporations and shareholders in this state and under circumstances that are not inconsistent with the purposes of this chapter.
183.0304 History
History: 1993 a. 112;
1995 a. 400.
183.0304 Annotation
Personal Liability for Corporate Debt. Kelley. Wis. Law. Oct. 1994.
183.0304 Annotation
When Nonlawyers "Represent" LLCs. Mehl. Wis. Law. March 2009.
183.0305
183.0305
Parties to actions. A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except if any of the following situations exists:
183.0305(1)
(1) The object of the proceeding is to enforce a member's right against or liability to the limited liability company.
183.0305 History
History: 1993 a. 112.
RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
183.0401(1)(1) Unless the articles of organization vest management of a limited liability company in one or more managers, management of the limited liability company shall be vested in the members, subject to any provision in an operating agreement or this chapter restricting or enlarging the management rights and duties of any member or group of members.
183.0401(2)
(2) If the articles of organization vest management of a limited liability company in one or more managers, management of the business or affairs of the limited liability company shall be vested in the manager or managers, subject to any provisions in an operating agreement or this chapter restricting or enlarging the management rights and duties of any manager or group of managers. Unless otherwise provided in an operating agreement, the manager or managers:
183.0401(2)(a)
(a) Shall be designated, appointed, elected, removed or replaced by a vote of the members that meets the requirements under
s. 183.0404 (1) (a).
183.0401(2)(b)
(b) Need not be members of the limited liability company or individuals.
183.0401(2)(c)
(c) Shall hold office until a successor is elected and qualified, or until prior death, resignation or removal.
183.0401 History
History: 1993 a. 112;
1995 a. 400.
183.0402
183.0402
Duties of managers and members. Unless otherwise provided in an operating agreement:
183.0402(1)
(1) No member or manager shall act or fail to act in a manner that constitutes any of the following:
183.0402(1)(a)
(a) A willful failure to deal fairly with the limited liability company or its members in connection with a matter in which the member or manager has a material conflict of interest.
183.0402(1)(b)
(b) A violation of criminal law, unless the member or manager had reasonable cause to believe that the person's conduct was lawful or no reasonable cause to believe that the conduct was unlawful.
183.0402(1)(c)
(c) A transaction from which the member or manager derived an improper personal profit.
183.0402(2)
(2) Every member and manager shall account to the limited liability company and hold as trustee for it any improper personal profit derived by that member or manager without the consent of a majority of the disinterested members or managers, or other persons participating in the management of the limited liability company, from any of the following:
183.0402(2)(a)
(a) A transaction connected with the organization, conduct or winding up of the limited liability company.
183.0402(2)(b)
(b) A use by a member or manager of the property of a limited liability company, including confidential or proprietary information or other matters entrusted to the person as a result of the person's status as member or manager.
183.0402(3)
(3) An operating agreement may impose duties on its members and managers that are in addition to those provided under
sub. (1).
183.0402 History
History: 1993 a. 112;
1995 a. 400.
183.0402 Annotation
Reading ss. 183.0402 and 183.0404 together, members with a material conflict of interest are not prevented from voting their ownership interest with respect to a given matter. Rather, they are prohibited from acting in a manner that constitutes a willful failure to deal fairly with the LLC or its other members by willfully acting, or failing to act, in a manner that will have the effect of injuring the LLC or its other members. Gottsacker v. Monnier, 2005 WI 69,
281 Wis. 2d 361,
697 N.W.2d 436,
03-0457.
183.0402 Annotation
The First LLC Case. Boucher & Kamperschroer. Wis. Law. Sept. 2005.
183.0403
183.0403
Limitation of liability and indemnification of members and managers.
