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ADMISSION AND DISSOCIATION OF MEMBERS
Admission of members.
Events of dissociation.
Administrative dissolution and reinstatement.
Agency power of managers or members after dissolution.
Distribution of assets.
Articles of dissolution.
Known claims against dissolved limited liability company.
Unknown or contingent claims against dissolved limited liability company.
FOREIGN LIMITED LIABILITY COMPANIES
Consequences of transacting business without registration.
Application for certificate of registration.
Amended certificate of registration.
Registered office and registered agent of foreign limited liability company.
Change of registered office or registered agent of foreign limited liability company.
Resignation of registered agent of foreign limited liability company.
Service on foreign limited liability company.
Withdrawal of registration.
Grounds for revocation.
Procedure for and effect of revocation.
Appeal from revocation.
SUITS BY AND AGAINST A LIMITED
Authority to sue on behalf of limited liability company.
Effect of lack of authority to sue.
Approval of merger.
Articles of merger.
Effects of merger.
Right to object.
Execution by judicial act.
Rules of construction.
Securities law application.
In this chapter, except as otherwise provided:
“Articles of organization" means articles filed under s. 183.0201
, and those articles as amended or restated.
“Corporation" includes a domestic corporation and a foreign corporation.
“Court" includes every court having jurisdiction in the case.
“Department" means the department of financial institutions.
“Distribution" means a direct or indirect transfer by a limited liability company of money or other property, other than an interest in the limited liability company, to or for the benefit of its members in respect of their interests.
“Event of dissociation" means an event that causes a person to cease to be a member, as provided in s. 183.0802
“Foreign limited liability company" means an organization that is all of the following:
Organized under a law other than the laws of this state.
Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity.
Not required to be registered or organized under any statute of this state other than this chapter.
“Limited liability company" or “domestic limited liability company" means, except as provided in s. 183.1201 (1)
, an organization formed under this chapter.
“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.
“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
“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.
“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.
“Organizer" means the person who signs and delivers the articles of organization for filing to the department.
“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.
“State" includes a state, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico.
History: 1993 a. 112
; 1995 a. 27
Wisconsin's Limited Liability Company. Emerging Issues and Prospects for the Future. Levinoff. 78 MLR 757.
The Wisconsin Limited Liability Company: A Preliminary Analysis. Boucher & Sosnowski. Wis. Law. Dec. 1993.
LLC and Corporation Law Revisions. Boucher & Sosnowski. Wis. Law. Oct. 1996.
Shedding Light on Recent Developments Affecting LLCs. Boucher, Kamperschroer, & Knudson. Wis. Law. Aug. 2008.
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)
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:
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.