2018 Wisconsin Statutes & Annotations
Chapter 183. Limited liability companies.
183.0301 Agency power of members and managers.
183.0301 Agency power of members and managers.
(1) Except as provided in sub. (2), all of the following apply:
(a) Each member is an agent of the limited liability company, but not of the other members or any of them, for the purpose of its business.
(b) The act of any member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the ordinary course of business the business of the limited liability company binds the limited liability company unless the member has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge that the member has no authority to act in the matter.
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
(a) No member, solely by being a member, is an agent of the limited liability company or of the other members or any of them.
(b) Each manager is an agent of the limited liability company, but not of the members or any of them, for the purpose of its business. The act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the ordinary course of business the business of the limited liability company binds the limited liability company unless the manager has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge that the manager has no authority to act in the matter.
(3) No act of a member or, if management of the limited liability company is vested in one or more managers, of a manager that is not apparently for the carrying on in the ordinary course of business the business of the limited liability company shall bind the limited liability company unless in fact authorized at the time of the transaction or at any other time.
History: 1993 a. 112; 1995 a. 400.
