“Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
“Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
“Registered agent" means an agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company.
“Registered foreign limited liability company" means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the department.
“Sign" means, with present intent to authenticate or adopt a record, any of the following:
To attach to or logically associate with the record an electronic symbol, sound, or process.
“State" means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
An encumbrance, including a mortgage or security interest.
“Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
“Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under s. 183.0603 (1) (c)
“Written operating agreement" means an operating agreement, or part thereof, that is set forth in a record.
History: 2021 a. 258
A person knows a fact if any of the following applies:
The person is deemed to know the fact under law other than this chapter.
A person has notice of a fact if any of the following applies:
The person has reason to know the fact from all the facts known to the person at the time in question.
A statement of authority under s. 183.0302
or statement of denial under s. 183.0303
on file in the office of the department is notice of the matters identified in such statements. Except as otherwise provided in sub. (4)
, such statements are not notice of any other fact.
Subject to s. 183.0210 (6)
, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
A person not a member is deemed to know of a limitation on authority to transfer real property as provided in s. 183.0302 (7)
A person not a member is deemed to have notice of all of the following as follows:
A limited liability company's participation in a merger, interest exchange, conversion, or domestication 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. X
This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:
Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
For notices from the department, upon successful transmission by e-mail as provided in this chapter.
History: 2021 a. 258
The law of this state governs all of the following:
The internal affairs of a limited liability company.
The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company.
Except as otherwise provided in ss. 183.0404 (1)
, 183.0407 (2) (b)
, and 183.0707 (2) (b)
, the fact that one or more of the members of a limited liability company are, or are not, subject to tax on the income of the limited liability company shall, of itself, not alter the governing law applicable under sub. (1)
The operating agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the governing law applicable under sub. (1)
shall be brought solely and exclusively in the courts of this state.
History: 2021 a. 258
Operating agreement; scope, function, and limitations. 183.0105(1)(1)
Except as otherwise provided in subs. (3)
, the operating agreement governs all of the following:
Relations among the members as members and between the members and the limited liability company.
The rights and duties under this chapter of a person in the capacity of manager.
The activities and affairs of the company and the conduct of those activities and affairs.
The means and conditions for amending the operating agreement.
Mergers, interest exchanges, conversions, and domestications under subch. X
To the extent the operating agreement does not provide for a matter described in sub. (1)
, this chapter governs the matter.
An operating agreement may not do any of the following:
Vary a limited liability company's capacity under s. 183.0109
to sue and be sued in its own name.
Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:
The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.
Alter or eliminate, or restrict the remedies for breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4)
Eliminate, or restrict remedies for the breach of, the contractual obligation of good faith and fair dealing under s. 183.0409 (4)
, but a written operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured.
Relieve or exonerate a person from liability for conduct that constitutes any of the following:
A willful failure to deal fairly with the company or its members in connection with a matter in which the person has a material conflict of interest.
A violation of the criminal law, unless the person had reasonable cause to believe that the person's conduct was lawful or no reasonable cause to believe that the person's conduct was unlawful.
A transaction from which the person derived an improper personal profit.
Vary the information required under s. 183.01075
or unreasonably restrict the duties and rights under s. 183.0410
, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages and security for liquidated damages, for a breach of any reasonable restriction on use.
Unreasonably restrict the right of a member to maintain an action under subch. VIII
Subject to sub. (3) (g)
, without limiting other terms that may be included in an operating agreement, the following rules apply:
The operating agreement may do any of the following:
Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
Alter the prohibition in s. 183.0405 (1) (b)
so that the prohibition requires only that the company's total assets not be less than the sum of its total liabilities.
To the extent a written operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under this chapter and imposes the responsibility on one or more other members, the written operating agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility which would have pertained to the responsibility.
Except as provided in sub. (3) (g)
, a written operating agreement may do any of the following:
Identify specific types or categories of activities that do not violate the duty of loyalty or the contractual obligation of good faith and fair dealing.
The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under sub. (3) (f)
. The court shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time. The court may invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that the objective of the term is unreasonable or that the term is an unreasonable means to achieve the term's objective.