183.01075(7)(a)(a) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member.
183.01075(7)(b)(b) The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each member are to be made.
183.01075 HistoryHistory: 2021 a. 258.
183.0108183.0108Nature, purpose, and duration of limited liability company.
183.0108(1)(1)A limited liability company is an entity distinct from its member or members.
183.0108(2)(2)A limited liability company may have any lawful purpose, regardless of whether for profit. 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 is subject to all limitations of, the other chapter.
183.0108(3)(3)A limited liability company has perpetual duration.
183.0108(3m)(3m)An interest in a limited liability company may be a security, as specified in s. 551.102 (28) (e).
183.0108 HistoryHistory: 2021 a. 258.
183.0109183.0109Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
183.0109 HistoryHistory: 2021 a. 258.
183.0110183.0110Applicability.
183.0110(1)(1)This chapter applies to a limited liability company formed on or after January 1, 2023.
183.0110(2)(2)On January 1, 2023, this chapter applies to a limited liability company formed before January 1, 2023, except as follows:
183.0110(2)(a)(a) If the effective date of this paragraph is before January 1, 2023, and a limited liability company elects, in a manner allowed by law for amending the operating agreement, to be subject to this chapter as of any date after the effective date of this paragraph and before January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited liability company as of the date that the statement of applicability is effective under s. 183.0207.
183.0110(2)(b)(b) If a limited liability company elects, in a manner allowed by law for amending the operating agreement, to continue to be subject to ch. 183, 2019 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2023, the limited liability company shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. The limited liability company shall instead be and remain subject to ch. 183, 2019 stats. Thereafter, if the limited liability company elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the limited liability company as of the date that the statement of applicability is effective under s. 183.0207.
183.0110(2)(c)(c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited liability company shall be irrevocable upon such filing.
183.0110(2)(d)(d) Upon this chapter becoming applicable with respect to a limited liability company, all of the following apply:
183.0110(2)(d)1.1. This chapter shall not, and the corresponding provisions of ch. 183, 2019 stats., shall, be applicable with respect to obligations incurred by the limited liability company prior to such applicability.
183.0110(2)(d)2.2. Any provisions of an operating agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the limited liability company shall continue to be valid and applicable to the extent allowed under prior law.
183.0110 HistoryHistory: 2021 a. 258.
183.0111183.0111Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
183.0111 HistoryHistory: 2021 a. 258.
183.0112183.0112Permitted names.
183.0112(1)(1)The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “LLC” or “LC” or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation. “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.”
183.0112(2)(2)The name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the department from all of the following:
183.0112(2)(a)(a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.
183.0112(2)(b)(b) Any name of a limited liability partnership whose statement of qualification is in effect.
183.0112(2)(c)(c) Any name under which a person is registered to do business in this state by the filing of a record by the department.