183.0104 Governing law.
(1) The law of this state governs all of the following:
(a) The internal affairs of a limited liability company.
(b) The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company.
(2m) Except as otherwise provided in ss. 183.0404 (1), 183.0407 (2) (b), and 183.0707 (2) (b), the fact that one or more of the members of a limited liability company are, or are not, subject to tax on the income of the limited liability company shall, of itself, not alter the governing law applicable under sub. (1).
(3m) The operating agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the governing law applicable under sub. (1) shall be brought solely and exclusively in the courts of this state.
History: 2021 a. 258.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0105 - Operating agreement; scope, function, and limitations.
183.01075 - Required information.
183.0108 - Nature, purpose, and duration of limited liability company.
183.0111 - Supplemental principles of law.
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.
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.
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.
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.
183.0501 - Nature of transferable interest.
183.0502 - Transfer of transferable interest.
183.0504 - Power of legal representative of deceased member.
183.0601 - Power to dissociate as member; wrongful dissociation.
183.0602 - Events causing dissociation.
183.0603 - Effect of dissociation.
183.0701 - Events causing dissolution.
183.0703 - Rescinding dissolution.
183.0704 - Known claims against dissolved limited liability company.
183.0705 - Other claims against dissolved limited liability company.
183.0707 - Disposition of assets in winding up.
183.0708 - Administrative dissolution.
183.0710 - Appeal from denial of reinstatement.
183.0801 - Direct action by member.
183.0805 - Special litigation committee.
183.0806 - Proceeds and expenses.
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.
183.0909 - 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.
183.1002 - Relationship of this subchapter to other laws.
183.1005 - Reference to external facts.
183.1023 - Approval of merger; amendment; abandonment.
183.1024 - Filings required for merger; effective date.
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.
183.1101 - Uniformity of application and construction.
183.1102 - Relation to Electronic Signatures in Global and National Commerce Act.