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Wisconsin LLC Operating Agreement Forms

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The Wisconsin LLC operating agreement is a legal document that forms an organization/company that is member-managed by its contributing members. The document is designed to assist the members in outlining the many aspects of the entity, to include the degree of ownership and the duties and responsibilities of all members. It will also provide proper instruction with regard to the procedures and operations that must be unanimously agreed upon by all members. Most important is the fact that having an operating agreement in place will create a personal financial and asset separation between the business and the individual members, protecting the financial accounts and assets owned by the members in the event that there would be any failure in the company.

The members must thoroughly understand the information contained within the form, therefore a careful review of the document should be conducted, collectively with all members. In the event that the members are unsure of their interpretation of the document, they may wish to include the services of an attorney for clarification and/or assistance.

Definition – § 183.0102(16)

LawsChapter 183 (Limited Liability Companies)

Table of Contents

Types

Multi-Member – This is the appropriate form to be used if the business has more than just one (1) member.

Single-Member – Should this be a single ownership entity, this is the proper document to integrate and create a single member LLC.

How to Form an LLC in Wisconsin

You are encouraged to search for your business name in the State’s Records prior to filing to ensure that the name is unique and available for use; the State will not accept any duplicate or similar names. Proceed onto the filing steps below only after confirming the availability of your business name.

Step 1 – Choose a Registered Agent

The managing member(s) of the LLC must elect a Registered Agent for the purpose of forwarding service of process and legal notices to the company.

In Wisconsin, the Registered Agent shall be one of the following:

  • A person residing in the State
  • A business legally operating in the State

Step 2 – Which LLC Type

Select your LLC type from the following options and fill in the corresponding application:

Step 3 – Pay the Fee

With your application filled in, you will need to supply the fee before your filings can be processed. The exact fees are as follows:

  • Domestic LLC
    • Online – $130
    • Adobe PDF – $170
  • Foreign LLC
    • Online – $100
    • Adobe PDF – $100

Note:

  1. Online applications will be complete once payment has been accepted
  2. If filing a paper application, enclose a check made out to the ‘Department of Financial Institutions’ and send all items to the following address:

    State of WI Dept. of Financial Institutions, Box 93348, Milwaukee, WI 53293-0348

Step 4 – Operating Agreement 

LLC owners may use an operating agreement to establish any provision not initially defined in the formation articles. The agreement can be used to outline each member’s financial investment in the company as well as their rights and responsibilities.

Step 5 – Employer Identification Number (EIN)

An Employer Identification Number is a nine-digit identifier that the Internal Revenue Service issues to businesses for the purpose of reporting income tax information. It will be necessary to obtain an EIN if your business plans on hiring staff, opening company bank accounts, or partaking in any financial transaction/maneuver under the company name.

How to Write

Step 1 – Provide establishment of the company by submission of the company name into the line at the top of the document.

Step 2 – The Agreement – Enter the agreement’s effective date in dd/mm/yy format – Provide the following:

  • Check the applicable box
  • All required information
  • Single-Member – The company name. The state of the business’s location. Full name of the owner. Owner’s business address
  • Multi-Member – Names and addresses of all members

Step 3 – Name and Principal Place of Business – Enter the following:

  • The registered company name
  • The physical address of the business
  • The city of location

Review all remaining information. Submit any additional information requested.

Formation –

  • Read the following titles:
  • Purpose
  • Term

Member Capitol Contributions –

  • Check the applicable box
  • Single-Members – Review the information
  • Multi-Members – Enter each member’s name and amounts of contribution (respective)

Distributions –

  • Check the box that applies
  • Single-Members – Review the information
  • Multi-Members – Provide each member’s name with their Percentage Interests
  • Members – Review the information

Step 4 – Books, Records and Tax Returns –

  • Check the box
  • Review the information

Continue by reviewing the following titles:

  • Bank Accounts
  • Management of the Company
  • Select and check the applicable box
  • Single-Member – Review
  • Multi-Members – Read the information provided and proceed
  • Enter the member agreed limits into the paragraph

Step 5 – Titled Sections – Check the applicable box– Read the following:

  • Meetings of Members – Submit a date, when the members should expect to meet, annually
  • Assignment of Interests
  • Ownership of Company Property (Sole Proprietor)
  • Right of First Refusal
  • Admission of New Members
  • Withdrawal Events
  • Dissolution and Liquidation – Select a box that applies and review the appropriate information
  • Representations of Members
  • Certificates Evidencing Membership (Multi-Member) – Enter the company and effective date in dd/mm/yyyy format
  • Notices
  • Arbitration
  • Amendments
  • Indemnification – Owner
  • Miscellaneous

Step 6 – Signatures –

  • Enter the date of execution of the agreement
  • Company representative’s signature
  • Members’ signatures

All members must receive a personal copy of the document for their records.


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