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Wisconsin LLC Operating Agreement

The Wisconsin LLC Operating Agreement is the core document that is referred to when issues concerning a Wisconsin limited liability company (“LLC”) need to be resolved.

The LLC Operating Agreement is the most important document for your Wisconsin LLC.

In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.

With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of Wisconsin.

Need a LLC Operating Agreement for your Wisconsin LLC?

www.myLLCagreement.com will generate a customized LLC Operating agreement for your Wisconsin LLC in a matter of minutes.

Whether your LLC will have one or more members, will be managed by its members or by elected managers, or will be granting one or more members an interest in the LLC for the performance of services, myLLCagreement.com will generate a customized LLC operating agreement tailored to the needs of your business.

If you don’t want to spend thousands of dollars on a lawyer and don’t trust outdated internet forms, then let myLLCagreement.com help you create a customized LLC operating agreement for your Wisconsin LLC.

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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of Wisconsin will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.

Your Wisconsin Limited Liability Company

LLC Filing Office

Secretary of State
Department of Financial Institutions
345 W. Washington Ave.
3rd Floor
Madison, WI 53703
Tel: 608-261-7577
www.wdfi.org/corporations/
Check Name Availability

Entity or Franchise Level Tax

Wisconsin does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax based on net income.  However, Wisconsin requires partnerships, and LLCs electing partnership treatment, that have at least $4 million in gross receipts from all activities for the taxable year, to pay a recycling surcharge, computed as a percentage of net income.  A disregarded single-member LLC is not subject to the recycling surcharge.

State LLC Act

The Wisconsin LLC Act is contained in Chapter 183 of the Wisconsin Statutes.

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The Wisconsin LLC Act:

Important Statutory Rules


LLC Management

An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.

Admission of Members

Unless otherwise provided in the Operating Agreement, new LLC interests must be issued with the consent of all the members. The Operating Agreement shall govern how LLC members are admitted to the LLC.  Unless otherwise provided in the Operating Agreement, the admission of a transferee as a member must be approved by the unanimous consent of all the non-transferring members.

Amending the Operating Agreement

Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the approval of all members.

Dissolution

Unless otherwise specified in the Operating Agreement, approval of all members is required to voluntarily dissolve the LLC.

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