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AB566,348,1210 (c) On the date shown on the return receipt, if sent by registered or certified
11mail, return receipt requested, and the receipt is signed by or on behalf of the
12addressee.
AB566,348,1413 (d) For notices from the department, upon successful transmission by e-mail
14as provided in this chapter.
AB566,348,16 15183.0104 Governing law. (1) The law of this state governs all of the
16following:
AB566,348,1717 (a) The internal affairs of a limited liability company.
AB566,348,1918 (b) The liability of a member as member and a manager as manager for a debt,
19obligation, or other liability of a limited liability company.
AB566,348,23 20(2m) Except as otherwise provided in ss. 183.0404 (1), 183.0407 (2) (b), and
21183.0707 (2) (b), the fact that one or more of the members of a limited liability
22company are, or are not, subject to tax on the income of the limited liability company
23shall, of itself, not alter the governing law applicable under sub. (1).
AB566,349,2 24(3m) The operating agreement may require, consistent with applicable
25jurisdictional requirements, that any or all claims involving the governing law

1applicable under sub. (1) shall be brought solely and exclusively in the courts of this
2state.
AB566,349,5 3183.0105 Operating agreement; scope, function, and limitations. (1)
4Except as otherwise provided in subs. (3) and (4), the operating agreement governs
5all of the following:
AB566,349,76 (a) Relations among the members as members and between the members and
7the limited liability company.
AB566,349,98 (b) The rights and duties under this chapter of a person in the capacity of
9manager.
AB566,349,1110 (c) The activities and affairs of the company and the conduct of those activities
11and affairs.
AB566,349,1212 (d) The means and conditions for amending the operating agreement.
AB566,349,1413 (e) Mergers, interest exchanges, conversions, and domestications under subch.
14X.
AB566,349,16 15(2) To the extent the operating agreement does not provide for a matter
16described in sub. (1), this chapter governs the matter.
AB566,349,17 17(3) An operating agreement may not do any of the following:
AB566,349,1818 (a) Vary the law applicable under s. 183.0104 or 183.0110.
AB566,349,1919 (am) Vary the provisions of this section.
AB566,349,2120 (b) Vary a limited liability company's capacity under s. 183.0109 to sue and be
21sued in its own name.
AB566,349,2322 (c) Vary any requirement, procedure, or other provision of this chapter
23pertaining to any of the following:
AB566,349,2524 1. Registered agents, except to require some form of vote or consent of the
25members notwithstanding s. 183.0116 (2).
AB566,350,2
12. The department, including provisions pertaining to records authorized or
2required to be delivered to the department for filing under this chapter.
AB566,350,33 (d) Vary the provisions of s. 183.0204.
AB566,350,54 (e) Alter or eliminate, or restrict the remedies for breach of, the duty of loyalty
5or the duty of care, except as otherwise provided in sub. (4).
AB566,350,96 (f) Eliminate, or restrict remedies for the breach of, the contractual obligation
7of good faith and fair dealing under s. 183.0409 (4), but a written operating
8agreement may prescribe the standards, if not manifestly unreasonable, by which
9the performance of the obligation is to be measured.
AB566,350,1110 (g) Relieve or exonerate a person from liability for conduct that constitutes any
11of the following:
AB566,350,1312 1. A willful failure to deal fairly with the company or its members in connection
13with a matter in which the person has a material conflict of interest.
AB566,350,1614 2. A violation of the criminal law, unless the person had reasonable cause to
15believe that the person's conduct was lawful or no reasonable cause to believe that
16the person's conduct was unlawful.
AB566,350,1717 3. A transaction from which the person derived an improper personal profit.
AB566,350,1818 4. Willful misconduct.
AB566,350,2419 (h) Vary the information required under s. 183.01075 or unreasonably restrict
20the duties and rights under s. 183.0410, but the operating agreement may impose
21reasonable restrictions on the availability and use of information obtained under
22that section and may define appropriate remedies, including liquidated damages
23and security for liquidated damages, for a breach of any reasonable restriction on
24use.
AB566,350,2525 (i) Vary the causes of dissolution specified in s. 183.0701 (1) (d).
AB566,351,2
1(j) Vary the requirement to wind up the company's activities and affairs as
2specified in s. 183.0702 (1), (2) (a), and (5).
AB566,351,43 (k) Unreasonably restrict the right of a member to maintain an action under
4subch. VIII.
AB566,351,85 (m) Vary the right of a member to approve a merger, interest exchange,
6conversion, or domestication under s. 183.1023 (1), 183.1033 (1), 183.1043 (1), or
7183.1053 (1), except by provision in a written operating agreement that does not
8impair the rights of a member under s. 183.1061.
AB566,351,119 (n) Vary the required contents of a plan of merger under s. 183.1022 (1), plan
10of interest exchange under s. 183.1032 (1), plan of conversion under s. 183.1042 (1),
11or plan of domestication under s. 183.1052 (1).
AB566,351,1312 (o) Except as otherwise provided in ss. 183.0106 and 183.0107 (2), restrict the
13rights under this chapter of a person other than a member or manager.
AB566,351,15 14(4) Subject to sub. (3) (g), without limiting other terms that may be included in
15an operating agreement, the following rules apply:
AB566,351,1616 (a) The operating agreement may do any of the following:
AB566,351,1917 1. Specify the method by which a specific act or transaction that would
18otherwise violate the duty of loyalty may be authorized or ratified by one or more
19disinterested and independent persons after full disclosure of all material facts.
AB566,351,2120 2. Alter the prohibition in s. 183.0405 (1) (b) so that the prohibition requires
21only that the company's total assets not be less than the sum of its total liabilities.
AB566,352,222 (b) To the extent a written operating agreement of a member-managed limited
23liability company expressly relieves a member of a responsibility that the member
24otherwise would have under this chapter and imposes the responsibility on one or
25more other members, the written operating agreement also may eliminate or limit

1any fiduciary duty of the member relieved of the responsibility which would have
2pertained to the responsibility.
AB566,352,43 (c) Except as provided in sub. (3) (g), a written operating agreement may do any
4of the following:
AB566,352,65 1. Alter or eliminate the aspects of, or restrict remedies with respect to, the duty
6of loyalty stated in s. 183.0409 (2) and (9).
AB566,352,87 2. Identify specific types or categories of activities that do not violate the duty
8of loyalty or the contractual obligation of good faith and fair dealing.
AB566,352,109 3. Alter the duty of care, but may not authorize conduct described in sub. (3)
10(g).
AB566,352,1111 4. Alter or eliminate any other fiduciary duty.
AB566,352,19 12(5) The court shall decide as a matter of law whether a term of an operating
13agreement is manifestly unreasonable under sub. (3) (f). The court shall make its
14determination as of the time the challenged term became part of the operating
15agreement and by considering only circumstances existing at that time. The court
16may invalidate the term only if, in light of the purposes, activities, and affairs of the
17limited liability company, it is readily apparent that the objective of the term is
18unreasonable or that the term is an unreasonable means to achieve the term's
19objective.
AB566,352,23 20183.0106 Operating agreement; effect on limited liability company and
21person becoming member; preformation agreement.
(1) A limited liability
22company is bound by and may enforce the operating agreement, whether or not the
23company has itself manifested assent to the operating agreement.
AB566,352,25 24(2) A person that becomes a member is deemed to assent to the operating
25agreement.
AB566,353,6
1(3) Two or more persons intending to become the initial members of a limited
2liability company may make an agreement providing that upon the formation of the
3company the agreement will become the operating agreement. One person intending
4to become the initial member of a limited liability company may assent to terms
5providing that upon the formation of the company the terms will become the
6operating agreement.
AB566,353,12 7183.0107 Operating agreement; effect on 3rd parties and relationship
8to records effective on behalf of limited liability company.
(1) A written
9operating agreement may specify that its amendment requires the approval of a
10person that is not a party to the agreement or the satisfaction of a condition. An
11amendment is ineffective if its adoption does not include the required approval or
12satisfy the specified condition.
AB566,353,18 13(2) The obligations of a limited liability company and its members to a person
14in the person's capacity as a transferee or a person dissociated as a member are
15governed by the operating agreement. Subject only to a court order issued under s.
16183.0503 (2) (b) to effectuate a charging order, all of the following apply to an
17amendment to the operating agreement made after a person becomes a transferee
18or is dissociated as a member:
AB566,353,2119 (a) Except as provided in par. (b), the amendment is effective with regard to any
20debt, obligation, or other liability of the limited liability company or its members to
21the person in the person's capacity as a transferee or person dissociated as a member.
AB566,353,2422 (b) The amendment is not effective to the extent the amendment imposes a new
23debt, obligation, or other liability on the transferee or person dissociated as a
24member.
AB566,354,4
1(3) If a record delivered by a limited liability company to the department for
2filing becomes effective and contains a provision that would be ineffective under s.
3183.0105 (3) or (4) (c) if contained in the operating agreement, the provision is
4ineffective in the record.
AB566,354,7 5(4) Subject to sub. (3), if a record delivered by a limited liability company to the
6department for filing becomes effective and conflicts with a provision of the operating
7agreement, all of the following apply:
AB566,354,98 (a) The agreement prevails as to members, persons dissociated as members,
9transferees, and managers.
AB566,354,1110 (b) The record prevails as to other persons to the extent they reasonably rely
11on the record.
AB566,354,13 12183.01075 Required information. A limited liability company shall
13maintain at its principal office all of the following information:
AB566,354,15 14(1) A list showing the full name and last-known street and mailing addresses
15of each past and present member and, if applicable, manager, in alphabetical order.
AB566,354,18 16(2) A copy of the articles of organization and all amendments to and
17restatements of the articles, together with signed copies of any powers of attorney
18under which any articles, amendments, or restatements have been signed.
AB566,354,20 19(3) A copy of any filed articles of merger, interest exchange, conversion, or
20domestication.
AB566,354,22 21(4) A copy of the limited liability company's federal, state, and local income or
22franchise tax returns and financial statements, if any, for the 3 most recent years.
AB566,354,24 23(5) A copy of all written operating agreements and any amendments to and
24restatements of such written operating agreements.
AB566,355,3
1(6) A copy of any record made by the company during the past 3 years of any
2consent given by or vote taken of any member or manager pursuant to this chapter
3or the operating agreement.
AB566,355,5 4(7) Unless contained in a written operating agreement, a record stating all of
5the following:
AB566,355,76 (a) A description and statement of the agreed value of contributions other than
7money made and agreed to be made by each member.
AB566,355,98 (b) The times at which, or events upon the occurrence of which, any additional
9contributions agreed to be made by each member are to be made.
AB566,355,11 10183.0108 Nature, purpose, and duration of limited liability company.
11 (1) A limited liability company is an entity distinct from its member or members.
AB566,355,15 12(2) A limited liability company may have any lawful purpose, regardless of
13whether for profit. A limited liability company engaging in a business that is subject
14to the provisions of another chapter may organize under this chapter only if not
15prohibited by, and is subject to all limitations of, the other chapter.
AB566,355,16 16(3) A limited liability company has perpetual duration.
AB566,355,18 17(3m) An interest in a limited liability company may be a security, as specified
18in s. 551.102 (28) (e).
AB566,355,21 19183.0109 Powers. A limited liability company has the capacity to sue and be
20sued in its own name and the power to do all things necessary or convenient to carry
21on its activities and affairs.
AB566,355,23 22183.0110 Applicability. (1) This chapter applies to a limited liability
23company formed on or after January 1, 2023.
AB566,355,25 24(2) On January 1, 2023, this chapter applies to a limited liability company
25formed before January 1, 2023, except as follows:
AB566,356,7
1(a) If the effective date of this paragraph is before January 1, 2023, and a
2limited liability company elects, in a manner allowed by law for amending the
3operating agreement, to be subject to this chapter as of any date after the effective
4date of this paragraph and before January 1, 2023, and files with the department a
5statement of applicability to that effect, this chapter applies to the limited liability
6company as of the date that the statement of applicability is effective under s.
7183.0207.
AB566,356,198 (b) If a limited liability company elects, in a manner allowed by law for
9amending the operating agreement, to continue to be subject to ch. 183, 2019 stats.,
10and files with the department a statement of nonapplicability to that effect prior to
11January 1, 2023, the limited liability company shall not be subject to this chapter,
12except for requirements relating to filing or obtaining copies of records with the
13department, receiving or responding to notices from the department, and complying
14with administrative rules promulgated under this chapter. The limited liability
15company shall instead be and remain subject to ch. 183, 2019 stats. Thereafter, if
16the limited liability company elects, in such manner, to be subject to this chapter as
17of any subsequent date and files with the department a statement of applicability to
18that effect, this chapter applies to the limited liability company as of the date that
19the statement of applicability is effective under s. 183.0207.
AB566,356,2120 (c) Any statement of applicability to be subject to this chapter pursuant to a
21valid election by the limited liability company shall be irrevocable upon such filing.
AB566,356,2322 (d) Upon this chapter becoming applicable with respect to a limited liability
23company, all of the following apply:
AB566,357,3
11. This chapter shall not, and the corresponding provisions of ch. 183, 2019
2stats., shall, be applicable with respect to obligations incurred by the limited liability
3company prior to such applicability.
AB566,357,74 2. Any provisions of an operating agreement that were valid and in effect
5immediately prior to this chapter becoming applicable with respect to the limited
6liability company shall continue to be valid and applicable to the extent allowed
7under prior law.
AB566,357,9 8183.0111 Supplemental principles of law. Unless displaced by particular
9provisions of this chapter, the principles of law and equity supplement this chapter.
AB566,357,14 10183.0112 Permitted names. (1) The name of a limited liability company
11must contain the phrase “limited liability company" or “limited company" or the
12abbreviation “LLC" or “LC" or a variation of these abbreviations that differs only
13with respect to capitalization of letters or punctuation. “Limited" may be
14abbreviated as “Ltd.," and “company" may be abbreviated as “Co."
AB566,357,17 15(2) The name of a limited liability company, and the name under which a
16foreign limited liability company may register to do business in this state, must be
17distinguishable on the records of the department from all of the following:
AB566,357,1918 (a) Any name of an existing person whose formation required the filing of a
19record by the department and which is not at the time administratively dissolved.
AB566,357,2120 (b) Any name of a limited liability partnership whose statement of qualification
21is in effect.
AB566,357,2322 (c) Any name under which a person is registered to do business in this state by
23the filing of a record by the department.
AB566,357,2524 (d) Any name reserved under s. 183.0113 or other law of this state providing
25for the reservation of a name by the filing of a record by the department.
AB566,358,2
1(e) Any name registered under s. 183.0114 or other law of this state providing
2for the registration of a name by the filing of a record by the department.
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