Wisconsin Act 258 updates Operating Agreement Scope

Submitted by UCS on January 2, 2023

On April 15, 2022, Wisconsin enacted a new business entity law (2021 Wisconsin Act 258) effective as of January 1, 2023. Among other changes, the law restates Chapter 183 governing limited liability companies (LLCs) based on the Revised Uniform Limited Liability Company Act (RULLCA) already adopted by many other states. Below is information about the law’s effective date and key changes for Wisconsin LLCs.

Articles of Organization: An LLC’s management will no longer be governed by its Articles of Organization. Rather, an LLC will be member-managed by default unless its Operating Agreement provides in writing that it is manager-managed.

Operating Agreement: An LLC’s Operating Agreement was viewed as optional under the old law but now will appear to immediately exist upon formation. Such immediate existence reflects an Operating Agreement’s new forms; it is no longer limited to a written document but can also be verbal, implied, or any combination of the three. The new law also redefines an Operating Agreement’s scope by listing several topics that it can govern. Along with this list of topics, the new law includes a series of limitations on an Operating Agreement’s terms, with a carveout for actions allowed by an Operating Agreement despite such limitations and a “sub-carveout” for actions allowed by a written Operating Agreement.

Designation: The New Statute no longer requires a designation of whether the LLC is member-managed or manager-managed in the articles of organization, thereby eliminating the need to amend the articles should members decide to change the form of management. Members can opt to be member-managed or manager-managed simply by specifying the management form in the LLC’s operating agreement. If an LLC fails to designate a management structure in its operating agreement, the New Statute defaults to treating LLCs as member-managed.

Mergers, Conversion, Exchanges, and Domestication: Under the New Statute, all members must agree to effect a merger. A written operating statement that provides for the approval of a merger with less than unanimous consent can override this default rule.

For questions on how these changes will affect your company, feel free to contact a Client Service Representative by emailing us at info@unitedcorporate.com or speaking with us via chat or calling (800) 899-8648.

Additional Statute Changes effective January 1, 2023

California – Provisions for LLC SOI, Conversions, LLC Terminations & Certificate of Validation amended

Pennsylvania – All entities will be required to file an annual report beginning in 2024

Rhode Island – LLP statues updated

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