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.
183.0102 Annotation
Shedding Light on Recent Developments Affecting LLCs. Boucher, Kamperschroer & Knudson. Wis. Law. Aug. 2008.
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(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)(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),
(1m), or
(3) for the applicant's exclusive use on the effective date of the application.
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, limited liability partnership, or corporation organized in this state or that has in effect a statement of qualification under
s. 178.0901, 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.
183.0105(5)
(5) The registered agent of a limited liability company may resign as registered agent by delivering to the department for filing a written statement that includes all of the following information:
183.0105(5)(a)
(a) The name of the limited liability company for which the registered agent is acting.
183.0105(5)(c)
(c) The street address of the limited liability company's current registered office and its principal office.
183.0105(5)(e)
(e) If applicable, a statement that the registered office is also discontinued.
183.0105(6)
(6) After filing the statement required under
sub. (5), the department shall mail a copy of the statement to the limited liability company at its principal office.
183.0105(7)
(7) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
183.0105(7)(b)
(b) The date on which the appointment of a successor registered agent is effective.
183.0105(8)(a)(a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice or demand required or permitted by law to be served on the limited liability company.
183.0105(8)(b)
(b) Except as provided in
par. (c), if a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under this paragraph at the earliest of the following:
183.0105(8)(b)1.
1. The date on which the limited liability company receives the mail.
183.0105(8)(b)2.
2. The date shown on the return receipt, if signed on behalf of the limited liability company.
183.0105(8)(b)3.
3. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
183.0105(8)(c)
(c) Except as provided in
s. 183.09025 (2) (d), if the address of the limited liability company's principal office cannot be determined from the records of the department, the limited liability company may be served by publishing a class 3 notice, under
ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the department, is located.
183.0105(8)(d)
(d) This subsection does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a limited liability company in any other manner permitted by law.
183.0106(1)
(1) A limited liability company may be organized under this chapter for any lawful purpose. A limited liability company engaging in a business that is subject to the provisions of another chapter may organize under this chapter only if not prohibited by, and subject to all limitations of, the other chapter.
183.0106(2)
(2) Unless otherwise provided in an operating agreement, a limited liability company organized and existing under this chapter has the same powers as an individual to do all things necessary and convenient to carry out its business, including but not limited to all of the following:
183.0106(2)(b)
(b) Purchase, take, receive, lease or otherwise acquire and own, hold, improve, use and otherwise deal in or with real or personal property, or any legal or equitable interest in real or personal property, wherever situated.
183.0106(2)(c)
(c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange and otherwise dispose of all or any part of its property.
183.0106(2)(d)
(d) Lend money, property and services to, and otherwise assist, its members or managers, if any.
183.0106(2)(e)
(e) Purchase, take, receive, subscribe for or otherwise acquire and own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other enterprise or entity.
183.0106(2)(f)
(f) Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income.
183.0106(2)(g)
(g) Lend money, invest and reinvest its funds, and receive and hold real or personal property as security for repayment.
183.0106(2)(h)
(h) Conduct its business, locate offices and exercise the powers granted by this chapter inside or outside this state.
183.0106(2)(i)
(i) Be a promoter, incorporator, partner, member, associate or manager of any enterprise or entity.
183.0106(2)(j)
(j) Elect or appoint managers, agents and employees of the limited liability company, define their duties and fix their compensation.
183.0106(2)(k)
(k) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of its current or former members, managers, employees and agents.
183.0106(2)(L)
(L) Make donations to and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
183.0106(2)(m)
(m) Indemnify a member, manager, employee, officer or agent or any other person.
183.0106(2)(n)
(n) Transact any lawful business that the members or the managers find to be in aid of governmental policy.
183.0106(2)(o)
(o) Make payments or donations, or do any other act not prohibited by law, that furthers the business of the limited liability company.
