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2023 Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
SUBCHAPTER I
GENERAL PROVISIONS
formation; articles of organization and other filings
RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
DISSOCIATION
DISSOLUTION AND WINDING UP
ACTIONS BY MEMBERS
FOREIGN LIMITED LIABILITY COMPANIES
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
MISCELLANEOUS PROVISIONS
GENERAL PROVISIONS
- 183.0101 - Short title.
- 183.0102 - Definitions.
- 183.0103 - Knowledge; notice.
- 183.0104 - Governing law.
- 183.0105 - Operating agreement; scope, function, and limitations.
- 183.0106 - Operating agreement; effect on limited liability company and person becoming member; preformation agreement.
- 183.0107 - Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company.
- 183.01075 - Required information.
- 183.0108 - Nature, purpose, and duration of limited liability company.
- 183.0109 - Powers.
- 183.0110 - Applicability.
- 183.0111 - Supplemental principles of law.
- 183.0112 - Permitted names.
- 183.0113 - Reservation of name.
- 183.0114 - Registration of name.
- 183.0115 - Registered agent and registered office.
- 183.0116 - Change of registered agent or registered office by limited liability company.
- 183.0117 - Resignation of registered agent.
- 183.0118 - Change of name or address by registered agent.
- 183.0119 - Service of process, notice, or demand.
- 183.0120 - Delivery of record.
- 183.0122 - Filing fees; certified copies.
formation; articles of organization and other filings
- 183.0201 - Formation of limited liability company; articles of organization.
- 183.0202 - Amendment or restatement of articles of organization.
- 183.0203 - Signing of records to be delivered for filing to the department.
- 183.0204 - Signing and filing pursuant to judicial order.
- 183.0205 - Liability for inaccurate information in filed record.
- 183.0206 - Filing requirements.
- 183.0207 - Effective date and time.
- 183.0208 - Withdrawal of filed record before effectiveness.
- 183.0209 - Correcting filed record.
- 183.0210 - Duty of department to file; review of refusal to file; delivery of record by department.
- 183.0211 - Certificate of status.
- 183.0212 - Annual report for department.
RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY
- 183.0301 - No agency power of member as member.
- 183.0302 - Statement of authority.
- 183.0303 - Statement of denial.
- 183.0304 - Liability of members and managers.
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY
- 183.0401 - Becoming member.
- 183.0402 - Form of contribution.
- 183.0403 - Liability for contributions.
- 183.0404 - Sharing of and right to distributions before dissolution.
- 183.0405 - Limitations on distributions.
- 183.0406 - Liability for improper distributions.
- 183.0407 - Management of limited liability company.
- 183.0408 - Reimbursement; indemnification; advancement; and insurance.
- 183.0409 - Standards of conduct for members and managers.
- 183.0410 - Rights to information of member, manager, and person dissociated as member.
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
- 183.0501 - Nature of transferable interest.
- 183.0502 - Transfer of transferable interest.
- 183.0503 - Charging order.
- 183.0504 - Power of legal representative of deceased member.
DISSOCIATION
- 183.0601 - Power to dissociate as member; wrongful dissociation.
- 183.0602 - Events causing dissociation.
- 183.0603 - Effect of dissociation.
DISSOLUTION AND WINDING UP
- 183.0701 - Events causing dissolution.
- 183.0702 - Winding up.
- 183.0703 - Rescinding dissolution.
- 183.0704 - Known claims against dissolved limited liability company.
- 183.0705 - Other claims against dissolved limited liability company.
- 183.0706 - Court proceedings.
- 183.0707 - Disposition of assets in winding up.
- 183.0708 - Administrative dissolution.
- 183.0709 - Reinstatement.
- 183.0710 - Appeal from denial of reinstatement.
ACTIONS BY MEMBERS
- 183.0801 - Direct action by member.
- 183.0802 - Derivative action.
- 183.0803 - Proper plaintiff.
- 183.0804 - Pleading.
- 183.0805 - Special litigation committee.
- 183.0806 - Proceeds and expenses.
FOREIGN LIMITED LIABILITY COMPANIES
- 183.0901 - Governing law.
- 183.0902 - Registration to do business in this state.
- 183.0903 - Foreign registration statement.
- 183.0904 - Amendment or cancellation of foreign registration statement.
- 183.0905 - Activities not constituting doing business.
- 183.0906 - Noncomplying name of foreign limited liability company.
- 183.0907 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
- 183.0908 - Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.
- 183.0909 - Transfer of registration.
- 183.09101 - Grounds for termination.
- 183.09102 - Procedure for and effect of termination.
- 183.09103 - Appeal from termination.
- 183.0911 - Withdrawal of registration of registered foreign limited liability company.
- 183.0912 - Action by attorney general.
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
- 183.1001 - Definitions.
- 183.1002 - Relationship of this subchapter to other laws.
- 183.1003 - Existing purpose.
- 183.1004 - Nonexclusivity.
- 183.1005 - Reference to external facts.
- 183.1021 - Merger authorized.
- 183.1022 - Plan of merger.
- 183.1023 - Approval of merger; amendment; abandonment.
- 183.1024 - Filings required for merger; effective date.
- 183.1025 - Effect of merger.
- 183.1031 - Interest exchange authorized.
- 183.1032 - Plan of interest exchange.
- 183.1033 - Approval of interest exchange; amendment; abandonment.
- 183.1034 - Filings required for interest exchange; effective date.
- 183.1035 - Effect of interest exchange.
- 183.1041 - Conversion authorized.
- 183.1042 - Plan of conversion.
- 183.1043 - Approval of conversion; amendment; abandonment.
- 183.1044 - Filings required for conversion; effective date.
- 183.1045 - Effect of conversion.
- 183.1051 - Domestication authorized.
- 183.1052 - Plan of domestication.
- 183.1053 - Approval of domestication; amendment; abandonment.
- 183.1054 - Filings required for domestication; effective date.
- 183.1055 - Effect of domestication.
- 183.1061 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
MISCELLANEOUS PROVISIONS
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