2023 Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0201 - Formation of limited liability company; articles of organization.

183.0201 Formation of limited liability company; articles of organization.

(1) One or more persons may act as organizers to form a limited liability company by signing and delivering to the department for filing articles of organization.

(2) The articles of organization shall contain all of the following information:

(a) A statement that the limited liability company is organized under this chapter.

(b) The name of the limited liability company, which must comply with s. 183.0112.

(c) The street and mailing addresses of the company's principal office.

(d) The name and street and mailing and e-mail addresses of the initial registered agent of the limited liability company.

(e) The name and address of each organizer.

(f) If applicable, the delayed effective date and time of the articles of organization permitted under s. 183.0207.

(3) The articles of organization may set forth other information, including any of the following:

(a) If management of the limited liability company is vested in one or more managers, a statement to that effect.

(b) Provisions not inconsistent with law regarding any of the following:

1. The purpose or purposes for which the limited liability company is organized.

2. Managing the business and regulating the affairs of the limited liability company.

3. Defining, limiting, and regulating the powers of the limited liability company, its managers, and its members.

4. A par value for transferable interests or classes or series of transferable interests.

(c) Any provision that, under this chapter, is required or permitted to be set forth in a written operating agreement.

(4) All of the following rules apply:

(a) A limited liability company is formed when the articles of organization become effective under s. 183.0207.

(b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

(c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.

(d) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.

(e) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and as to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

History: 2021 a. 258.