SB566: Bill Text

SB566,342,2 183.0101 Short title. This chapter shall be known and may be cited as the “Wisconsin Uniform Limited Liability Company Law."

SB566,342,3 183.0102 Definitions. In this chapter:

SB566,342,5 (1) “Articles of organization" means the articles required by s. 183.0201. The term includes the articles as amended or restated.

SB566,342,6 (1m) “Business" includes every trade, occupation, and profession.

SB566,342,9 (2) “Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 183.0402 which is provided by a person to a limited liability company to become a member or in the person's capacity as a member.

SB566,342,11 (3) “Debtor in bankruptcy" means a person that is the subject of any of the following:

SB566,342,13 (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

SB566,342,15 (b) A comparable order under federal, state, or foreign law governing insolvency.

SB566,342,16 (3m) “Department" means the department of financial institutions.

SB566,342,20 (4) (a) Except as provided in par. (b), “distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term includes all of the following:

SB566,342,22 1. A redemption or other purchase by a limited liability company of a transferable interest.

SB566,343,2 2. A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or have access to records or other information concerning the company's activities and affairs.

SB566,343,7 (b) “Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to members for good and valuable consideration other than in their capacity as members.

SB566,343,9 (4c) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.

SB566,343,11 (4j) “Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

SB566,343,12 (4p) “Entity" means a person other than an individual.

SB566,343,14 (4t) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.

SB566,343,17 (5) “Foreign limited liability company" means an association that would be a limited liability company subject to this chapter but for the fact that its governing law is not the law of this state.

SB566,343,19 (5g) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

SB566,343,24 (5m) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 183.0104 or the corresponding applicable law with respect to entities other than domestic limited liability companies.

SB566,344,2 (5p) “Individual" includes the estate of an individual adjudicated incompetent or a deceased individual.

SB566,344,4 (6) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

SB566,344,6 (7m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

SB566,344,9 (8) “Limited liability company," except in the phrase “foreign limited liability company" and in subch. X, means an entity formed under this chapter or which becomes subject to this chapter under subch. X or s. 183.0110.

SB566,344,12 (9) “Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in s. 183.0407 (3).

SB566,344,14 (10) “Manager-managed limited liability company" means a limited liability company that qualifies under s. 183.0407 (1).

SB566,344,15 (11) “Member" means a person to whom all of the following apply:

SB566,344,18 (a) The person has become a member of a limited liability company under s. 183.0401 or was a member in a company when the company became subject to this chapter under s. 183.0110.

SB566,344,19 (b) The person has not dissociated under s. 183.0602.

SB566,344,21 (12) “Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.

SB566,345,2 (13) “Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in s. 183.0105 (1). The term includes the agreement as amended or restated.

SB566,345,4 (14) “Organizer" means a person that acts under s. 183.0201 to form a limited liability company.

SB566,345,10 (15) “Person" means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

SB566,345,13 (16) “Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.

SB566,345,15 (17) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

SB566,345,18 (18) “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.

SB566,345,21 (19) “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.

SB566,345,24 (20) “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.

SB566,346,2 (21) “Sign" means, with present intent to authenticate or adopt a record, any of the following:

SB566,346,3 (a) To execute or adopt a tangible symbol.

SB566,346,5 (b) To attach to or logically associate with the record an electronic symbol, sound, or process.

SB566,346,8 (22) “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.

SB566,346,9 (23) “Transfer" includes all of the following:

SB566,346,10 (a) An assignment.

SB566,346,11 (b) A conveyance.

SB566,346,12 (c) A sale.

SB566,346,13 (d) A lease.

SB566,346,14 (e) An encumbrance, including a mortgage or security interest.

SB566,346,15 (f) A gift.

SB566,346,16 (g) A transfer by operation of law.

SB566,346,20 (24) “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.

SB566,346,23 (25) “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).

SB566,346,25 (26) “Written operating agreement" means an operating agreement, or part thereof, that is set forth in a record.

SB566,347,2 183.0103 Knowledge; notice. (1) A person knows a fact if any of the following applies:

SB566,347,3 (a) The person has actual knowledge of the fact.

SB566,347,4 (b) The person is deemed to know the fact under law other than this chapter.

SB566,347,5 (2) A person has notice of a fact if any of the following applies:

SB566,347,7 (a) The person has reason to know the fact from all the facts known to the person at the time in question.

SB566,347,8 (b) The person is deemed to have notice of the fact under sub. (2m) or (4) (b).

SB566,347,12 (2m) 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.

SB566,347,15 (3) 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.

SB566,347,17 (4) (a) 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).

SB566,347,19 (b) A person not a member is deemed to have notice of all of the following as follows:

SB566,347,21 1. A limited liability company's dissolution 90 days after a statement of dissolution under s. 183.0702 (2) (b) 1. becomes effective.

SB566,347,23 2. A limited liability company's termination 90 days after a statement of termination under s. 183.0702 (2) (b) 6. becomes effective.

SB566,348,3 3. 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 become effective.

SB566,348,6 (5) 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:

SB566,348,7 (a) When received.

SB566,348,9 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB566,348,12 (c) 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.

SB566,348,14 (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

SB566,348,16 183.0104 Governing law. (1) The law of this state governs all of the following:

SB566,348,17 (a) The internal affairs of a limited liability company.

SB566,348,19 (b) The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company.

SB566,348,23 (2m) 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).

SB566,349,2 (3m) 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.

SB566,349,5 183.0105 Operating agreement; scope, function, and limitations. (1) Except as otherwise provided in subs. (3) and (4), the operating agreement governs all of the following:

SB566,349,7 (a) Relations among the members as members and between the members and the limited liability company.

SB566,349,9 (b) The rights and duties under this chapter of a person in the capacity of manager.

SB566,349,11 (c) The activities and affairs of the company and the conduct of those activities and affairs.

SB566,349,12 (d) The means and conditions for amending the operating agreement.

SB566,349,14 (e) Mergers, interest exchanges, conversions, and domestications under subch. X.

SB566,349,16 (2) To the extent the operating agreement does not provide for a matter described in sub. (1), this chapter governs the matter.

SB566,349,17 (3) An operating agreement may not do any of the following:

SB566,349,18 (a) Vary the law applicable under s. 183.0104 or 183.0110.

SB566,349,19 (am) Vary the provisions of this section.

SB566,349,21 (b) Vary a limited liability company's capacity under s. 183.0109 to sue and be sued in its own name.

SB566,349,23 (c) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following:

SB566,349,25 1. Registered agents, except to require some form of vote or consent of the members notwithstanding s. 183.0116 (2).