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.
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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,
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agreement tailored to the needs of your business.
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you create a customized LLC operating agreement for your
Wisconsin LLC.
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.
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.
GET A CUSTOMIZED WISCONSIN
LLC OPERATING AGREEMENT IN MINUTES
