Wisconsin Rewrote Its LLC Law in 2023 and Changed the Money Rules Along the Way
2021 Wisconsin Act 258 repealed and replaced chapter 183 of the Wisconsin Statutes, and the new chapter took effect for every limited liability company on 1 January 2023 unless the company had filed a statement of nonapplicability before that date. Section 183.0110 sets out the mechanics, and it also provides that a statement of applicability, once filed, is irrevocable.
Most of the new chapter follows the revised uniform act. Two of its central rules do not. Section 183.0407(2)(b) gives each member management rights proportional to the value of that member's contributions, or to the partnership capital account where the company is taxed as a partnership, and section 183.0404(1) distributes money on the same basis. The model act divides both in equal shares. Wisconsin deliberately did not.
None of this is filed. The Department of Financial Institutions takes articles of organization and an annual report and has no channel and no fee for an operating agreement. General patterns are set out in the operating agreement essentials guide; the transactional page for this state is Wisconsin operating agreement.
What the new chapter 183 supplies when nobody wrote anything down
Votes follow capital. Section 183.0407(2)(b) makes management rights proportional to contribution values as recorded under section 183.0402(2), or to partnership capital accounts, and subsection (2)(c) decides differences by a majority of the members' transferable interests. A member with ten percent of the capital has ten percent of the say.
Money follows capital too. Section 183.0404(1) distributes proportionally on the same measure. That makes the contribution record and the capital account schedule the two most consequential documents the company keeps.
Manager management needs a written agreement. Section 183.0407(1) makes a company member-managed unless a written operating agreement says it is manager-managed, managed by managers, or that management is vested in managers. An oral understanding cannot create a manager in Wisconsin.
Seven decisions need every member. Section 183.0407(2)(d) covers amending the articles, issuing a transferable interest, accepting an additional contribution from a member, a partial redemption, valuing contributions, approving a merger or conversion, and authorising anything that contravenes the agreement. Subsection (2)(e) adds that the agreement itself can only be amended unanimously.
Leaving pays nothing. Section 183.0601(1) lets a person dissociate at any time, and section 183.0404(2) states that dissociation does not entitle the person to a distribution. There is no buyout in the act.
One member, and the subsection that hands over the whole company
Section 183.0503(6) is the provision every Wisconsin sole owner should read once. If a court orders foreclosure of a charging order lien against the sole member of a limited liability company, the court shall confirm the sale, the purchaser obtains the member's entire interest rather than only the transferable interest, the purchaser thereby becomes a member, and the person whose interest was foreclosed is dissociated as a member.
Subsection (3) sets the trigger: a showing that distributions under the charging order will not pay the judgment debt within a reasonable time. Subsections (4) and (5) leave two ways out, both requiring money, and subsection (5) lets the company or the unaffected members pay the judgment and step into the creditor's position. Whether the company may do that with its own funds, and who authorises it, is a drafting question with no statutory default. Federal and banking treatment is in the single-member LLC guide, with state detail on the Wisconsin single-member LLC page.
Ten Clauses, Written Against the New Chapter 183
Section 183.0105(1) makes the operating agreement govern relations among members, the rights and duties of a manager, the activities of the company and the means of amending the agreement. Subsections (3) and (4) mark the boundary, and Wisconsin's boundary carries language borrowed from its corporate law rather than from the uniform act.
Wisconsin at a glance
| Question | What Wis. Stat. chapter 183 says |
|---|---|
| Governing act | Wisconsin Uniform Limited Liability Company Law, Wis. Stat. chapter 183, as created by 2021 Act 258 |
| Required by statute? | No. Section 183.0105 is permissive |
| Form accepted | Written or oral, except that manager management requires a written agreement |
| Filed with the state? | Never. No form, no submission, no fee |
| Default voting | Proportional to contribution values or capital accounts, section 183.0407 |
| Default distributions | Proportional on the same basis, section 183.0404 |
| Dissociation | Permitted at any time, with no right to a distribution on leaving |
| Charging order | Exclusive remedy, but foreclosure is available and a sole member loses everything |
| Series | The chapter created by 2021 Act 258 contains no series provisions |
| State fees you do pay | $130 to form, $25 for the annual report. Nothing for the agreement |
1. Members, percentages, and the section 183.0402 record
List each member with a stated percentage, then build the record the statute reads. Section 183.0407(2)(b) and section 183.0404(1) both measure against contribution values recorded under section 183.0402(2) or against partnership capital accounts. A company with neither has disabled both of its own default rules.
2. Contributions, and the valuation that is a unanimous act
Record the form, date and agreed value of every contribution. Note that section 183.0407(2)(d)5 makes valuing the contributions of members a decision requiring every member's consent, and subsection (2)(d)3 does the same for accepting any additional contribution. Both are worth reassigning to a manager or a supermajority.
3. Management, and the writing manager status requires
Section 183.0407(1) creates manager management only through a written operating agreement using the statutory words or words of similar import. Say it plainly, then set the manager's authority, term, compensation and removal, and define who may sign for the company and up to what amount.
4. Voting, and whether capital should really control
Wisconsin already weights the vote by capital, which is what most founders assume and few statutes actually do. The drafting question is the opposite of the usual one: decide whether a per-capita or unitised arrangement is wanted instead, and whether the seven-item unanimity list in section 183.0407(2)(d) should be trimmed.
5. Allocations, distributions and a tax draw
Separate the allocation of taxable income from the distribution of cash and add a mandatory tax distribution. Section 183.0404(2) gives no right to a distribution before dissolution unless the company decides to make one, and section 183.0405 sets the solvency limits that apply when it does.
6. Transfers, and the charged interest
Section 183.0502 already limits what a transferee receives. Add consent requirements, a right of first refusal, permitted estate transfers, and a mandatory purchase on death, divorce, bankruptcy or expulsion. Then write the redemption and subrogation mechanics in section 183.0503(4) and (5), including who authorises them and where the funds come from.
7. Dissociation, admission, and the buyout the act omits
Section 183.0602 lists the dissociation events and section 183.0404(2) confirms none of them produces a payment. Write the buyout: trigger events, valuation method, discounts, instalment terms and interest rate. Section 183.0504 also gives a deceased member's legal representative the rights of a transferee and the information rights needed to settle the estate, which is worth coordinating with the buyout.
8. Dissolution, succession, and the ninety-day window
Section 183.0701(1)(c) dissolves the company after ninety consecutive days with no members unless transferees owning a majority of distribution rights consent to admit someone and that person becomes a member. Section 183.0701(1)(d) also allows judicial dissolution for oppressive conduct, and subsection (2) lets the court order a remedy other than dissolution. The filing sits on the Wisconsin dissolution page, and a delinquent entity works through reinstatement.
9. Tax classification, and the records section 183.01075 demands
Record the federal classification and test the allocations against it, because the capital account measure in sections 183.0404 and 183.0407 is itself tied to partnership tax reporting. Section 183.01075 then requires the company to keep at its principal office a list of every past and present member and manager, the articles, three years of tax returns and financial statements, and a copy of all written operating agreements. The annual report is a separate obligation to the Department of Financial Institutions.
10. Duties, amendments, and the fair-dealing floor
Set the amendment vote, since section 183.0407(2)(e) otherwise requires every member. Then draft duties against section 183.0105(3), which blocks eliminating the duty of loyalty or care and refuses to exonerate anyone for a willful failure to deal fairly in a conflicted matter, a criminal violation, an improper personal profit or willful misconduct. Store the file with the articles and any Wisconsin articles of amendment.
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Which Version of Chapter 183 Applies to Your Company
Section 183.0110 is the first thing to check for any Wisconsin company formed before 2023, and it is the question most operating agreements written since then simply assume away.
Companies formed on or after 1 January 2023 are governed by the new chapter without any election. Companies formed before that date became subject to it on 1 January 2023, unless they elected in the manner allowed for amending an operating agreement to continue under chapter 183 of the 2019 statutes and filed a statement of nonapplicability with the Department before that date. Those companies remain under the old law, apart from filing and administrative requirements.
There was also an early opt-in. A company could file a statement of applicability to become subject to the new chapter before 1 January 2023, and section 183.0110(2)(c) makes that filing irrevocable. Section 183.0110(2)(d) preserves the old law for obligations incurred before the new chapter became applicable, and preserves operating agreement provisions that were valid at that time to the extent prior law allowed them.
The practical consequence is that two Wisconsin companies with identical documents can be governed by different statutes, and the difference shows up exactly where it matters: how the money is split and how a creditor reaches an interest. An agreement drafted after 2023 should say which chapter it is written against.
Separateness, and the Records Wisconsin Actually Requires
Wisconsin courts disregard an entity only where the owner's control was so complete that the company had no separate mind or existence, the control was used to commit a wrong or dishonest act, and that control and breach proximately caused the injury complained of. All three elements have to be met, which is a demanding standard and one that turns almost entirely on records.
Chapter 183 supplies the checklist. Section 183.01075 requires the company to maintain at its principal office a list showing the full name and last-known address of each past and present member and manager in alphabetical order, the articles and all amendments, any filed merger or conversion records, three years of tax returns and financial statements, and a copy of all written operating agreements. Section 183.0105(3)(h) prevents an operating agreement from varying that requirement.
A company that keeps those records has answered most of the separateness question before it is asked, and it has done so with documents a statute told it to keep. A company that keeps none of them is arguing about capitalisation and commingling with nothing but bank statements.
For a group of related entities, the same file does double duty: written intercompany agreements at arm's length, separate accounts, and a current certificate of status for each company are worth more than any recital about independence.
Five Mistakes Wisconsin Owners Keep Making
Two of these come from the 2023 changeover. Three come from provisions that only bite when someone leaves or sues.
Mistake 1: Using a template written against the old chapter 183
Documents drafted before 2023 cite sections that no longer exist and describe defaults that no longer apply. A template that promises equal shares is describing the uniform act rather than Wisconsin, and one that creates managers without a written manager clause has not created managers at all under section 183.0407(1).
Mistake 2: Assuming a sole owner has nothing to write down
Section 183.0503(6) applies only where there is one member, which makes the document more important for a sole owner, not less. It is also the only place to make distributions discretionary, to authorise a redemption under subsection (5), and to name a successor before the ninety-day dissolution rule in section 183.0701(1)(c) runs.
Mistake 3: Never recording contribution values or capital accounts
Sections 183.0404(1) and 183.0407(2)(b) both measure against contribution values recorded under section 183.0402(2) or against partnership capital accounts. A company that recorded neither has no basis for either default, and valuing the contributions afterwards is itself a unanimous decision under section 183.0407(2)(d)5.
Mistake 4: Looking for the filing or the fee
There is neither. The operating agreement is never delivered to the Department of Financial Institutions, appears in no fee schedule and is not part of the formation packet. What Wisconsin charges is $130 to form the company and $25 for the annual report. The agreement does have to be kept at the principal office under section 183.01075.
Mistake 5: Planning a series structure under the current chapter
The chapter created by 2021 Act 258 contains no series provisions. Owners who want asset separation in Wisconsin do it the ordinary way, with separate limited liability companies, separate accounts and written intercompany agreements, and a plan built on a series that the current statute does not provide will not hold together.
Three Wisconsin Companies and the Clause That Decided It
Composite cases built from the patterns that recur under chapter 183.
Example 1: A Madison software company on the wrong side of the changeover
Three members formed a company in 2016 and adopted a short agreement citing the old chapter. In late 2022 an adviser filed a statement of nonapplicability to avoid disruption, and nobody told the founders what it meant. When a member left in 2025 expecting the new act's treatment of transferable interests, the company was still governed by chapter 183 of the 2019 statutes, and three years of documents assumed otherwise.
Example 2: A Green Bay distributor where a valuation could not be agreed
Four members built a wholesale food business. Two contributed cash of $300,000 and $150,000, two contributed trucks and warehouse space that were never valued. Both voting rights under section 183.0407(2)(b) and distributions under section 183.0404(1) run off contribution values, and setting those values after the fact required unanimous consent under section 183.0407(2)(d)5. The two cash members and the two asset members could not agree, and a $180,000 distribution sat undeclared for eighteen months.
Example 3: A Milwaukee property manager who lost the company
A sole owner ran a residential management business with roughly $600,000 of annual revenue. A guarantee on a family member's loan produced a $250,000 judgment. The creditor took a charging order and then applied under section 183.0503(3), showing that distributions would not clear the judgment in a reasonable time. Because the owner had never adopted an operating agreement, distributions were irregular and undocumented, and subsection (6) transferred the entire interest to the purchaser at the sale.
The Financial Consequence of Relying on Chapter 183
Wisconsin imposes no penalty for having no operating agreement. There is no fine and no compliance event attached to it. These are the amounts the defaults move.
The sole-member foreclosure. This is the largest exposure in the chapter, because the measure is the whole business. On a company producing $600,000 of revenue, a $250,000 judgment against the owner can put the entire interest into a confirmed sale under section 183.0503(6), and the purchaser becomes the member. Discretionary distributions and a written redemption route change that arithmetic.
The valuation nobody can agree. Where contributions were never valued, both voting and distributions lose their measure, and fixing it needs unanimous consent. An $180,000 distribution frozen for eighteen months is eighteen months of members paying tax on income that stayed in the account.
The wrong statute. A company that filed a statement of nonapplicability and then operated for years on documents written for the new chapter has a mismatch that surfaces during a sale or a departure. Reconstructing which rules applied to which period is a five-figure legal exercise before anybody argues about the answer.
The costs the state does charge. Formation is $130 and the annual report is $25, so the calendar barely registers and nothing prompts a review of the governance file. A certificate of status pulled for a closing is often the first look in years, and trading in another state adds foreign qualification and a second calendar.
How File.Business Drafts a Wisconsin Operating Agreement
The intake starts with a question specific to this state: which version of chapter 183 governs the company. For anything formed before 2023 that means checking whether a statement of nonapplicability was ever filed, and saying in the document which statute it is written against.
The second pass is the contribution and capital account record, because sections 183.0404 and 183.0407 both depend on it and valuing contributions later is a unanimous act. From there the work covers the seven-item unanimity list, a real buyout to replace the one the act omits, discretionary distributions and a redemption route given that foreclosure is available, a successor arrangement for the ninety-day rule, and the section 183.01075 records pack. Delivery includes a member and contribution schedule formatted for a bank's beneficial ownership file, signature pages and an adopting consent. Adjacent work runs alongside: registered agent coverage, agent changes and trade name registration. The flat fee is $99 and no state fee attaches, because there is no filing.
Template or drafted document
A single-member Wisconsin company is the case that most needs a drafted document, because section 183.0503(6) applies to it alone and because the ninety-day rule has no answer without a named successor.
For a multi-member company the test takes one search. Open the template and look for the phrase capital account. If the document does not tie voting and distributions to a record the company actually keeps, it has left both to a measure that does not exist, and the first argument will be about arithmetic rather than about law.
Wisconsin Operating Agreement FAQ
Does Wisconsin require an LLC operating agreement?
No. Section 183.0105 sets out what an operating agreement governs and what it may not do, but nothing in chapter 183 requires one. The Department of Financial Institutions never asks to see it, although section 183.01075 requires the company to keep a copy of any written agreement at its principal office.
Do I file the operating agreement with the Wisconsin Department of Financial Institutions?
No. There is no form for it, no filing channel and no fee, because it is a private contract among the members. The state fees you do pay are $130 to form the company and $25 for the annual report.
Which version of Wisconsin chapter 183 applies to my LLC?
The chapter created by 2021 Wisconsin Act 258 applies to every limited liability company from 1 January 2023, unless the company filed a statement of nonapplicability before that date under section 183.0110, in which case chapter 183 of the 2019 statutes continues to govern it.
How are votes counted in a Wisconsin LLC with no operating agreement?
By capital. Section 183.0407(2)(b) gives each member rights in management proportional to the value of that member's contributions as recorded under section 183.0402(2), or to the partnership capital account where the company is taxed as a partnership, and differences are decided by a majority of the members' transferable interests.
Can a creditor foreclose on a Wisconsin membership interest?
Yes. Section 183.0503(3) allows a court to foreclose the charging order lien and order the sale of the transferable interest on a showing that distributions under the charging order will not pay the judgment debt within a reasonable time. Subsection (8) still makes the charging order the exclusive route.
What happens if a creditor forecloses against a single-member Wisconsin LLC?
The owner loses the company. Section 183.0503(6) provides that the court shall confirm the sale, the purchaser obtains the member's entire interest rather than only the transferable interest, the purchaser becomes a member, and the person whose interest was foreclosed is dissociated as a member.
Does Wisconsin allow series LLCs?
The chapter created by 2021 Act 258 contains no series provisions. Owners who want to separate assets and liabilities in Wisconsin generally use separate limited liability companies with separate records, separate accounts and written intercompany agreements.
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Doing this in Wisconsin specifically: Wisconsin operating agreement covers the state detail. There is no state form and no fee, because the document is never filed.
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