LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Wisconsin

At a glance

Requirements one by one

First identify the current-law or 2019-law branch

Wis. Stat. § 183.0101 names the current chapter the Wisconsin Uniform Limited Liability Company Law. Under § 183.0110, it governs LLCs formed on or after January 1, 2023 and ordinarily governs older LLCs too.

A pre-2023 LLC that timely elected nonapplicability and filed its statement before 2023 instead remains under Chapter 183, 2019 statutes, until a later applicability election becomes effective. That is not a minor transition rule: the old statute used written-notice withdrawal and a default fair-value cashout, while current law uses notice-based dissociation and retained transferee economics without an automatic payout.

Wis. Stat. § 183.0105 makes the operating agreement govern member-company relations and company affairs subject to its mandatory limits. Those limits preserve governing law and applicability, filing rules, the information floor, specified dissolution and action rights, and liability for listed misconduct.

Current law separates the power to leave from rightfulness

Under § 183.0601(1), a person has the power to dissociate at any time, rightfully or wrongfully, by express will. Section 183.0602(1) makes the exit effective when the LLC knows or has notice of that express will, or on a later withdrawal date the person specifies.

The statute states no default writing, signature, acceptance, advance period, or other-member vote. The operating agreement may supply procedure and an express written term may make the departure wrongful, but it does not turn the fact of notice into a prediction that departure is liability-free.

Wis. Stat. § 183.0103 treats a fact as noticed when the person has reason to know it or is deemed to have notice, and says notification occurs through steps reasonably required to inform the other person in ordinary course.

Wrongfulness is a short, closed statutory list

Section 183.0601(2)-(3) makes dissociation wrongful only when it breaches an express provision of a written operating agreement or, before winding up is complete, the member is judicially expelled under § 183.0602(6) or dissociates through the member-managed insolvency events in § 183.0602(8).

The wrongfully dissociating person owes the LLC—and, subject to the direct- action provision, the other members—damages caused by the dissociation. That liability is additional to other debts, obligations, or liabilities; this page does not decide breach, causation, or amount.

Agreement expulsion and all-other-member expulsion are different routes

Sections 183.0602(2) and (4) recognize an agreement-stated dissociation event and expulsion under the agreement. Subsection (5) separately permits all the other members to expel only when continued membership is unlawful; the person transferred the entire transferable interest, subject to the security and unforeclosed-charging-order exceptions; a notified entity remains dissolved, revoked, or suspended after the 90-day cure period; or a dissolved unincorporated entity is winding up.

The closed list does not create a general majority or no-cause removal power.

Wisconsin has two judicial-expulsion grounds, not three

Under § 183.0602(6), the LLC or a member proceeding through a direct action under § 183.0801 may apply. A court may expel a member whose wrongful conduct has or will adversely and materially affect the company, or who has willfully or persistently committed a material breach of the agreement or § 183.0409 duties or obligations.

Wisconsin's enacted list omits the separate “not reasonably practicable to continue with the person” ground found in many revised-uniform states. Whether facts prove either enacted ground is outside this survey.

Personal, insolvency, entity, and foreclosure events depend on management form

Section 183.0602(3), (7)-(11), and (16) includes a sole member's entire- interest foreclosure under § 183.0503(6), individual death, entire trust or estate-interest distribution, nonindividual termination, and the LLC's completion of winding up.

Guardian, general-conservator, court-ordered incapacity, bankruptcy, creditor assignment, and requested trustee, receiver, or liquidator events apply only in a member-managed LLC. The current list states no separate merger, interest- exchange, conversion, or domestication dissociation event.

Management and future-member duties end, but earlier liabilities do not

Section 183.0603(1) ends management participation and § 183.0409 member duties for matters arising after dissociation. Section § 183.0407(3)(e) also removes a dissociated member-manager, while making clear that loss of manager office alone does not end membership.

Under § 183.0603(2), status exit does not discharge debts, obligations, or liabilities incurred to the LLC or other members while the person was a member. Separate employment, contract, authority, indemnity, and pre-exit-duty questions remain outside this status rule.

Wis. Stat. §§ 183.0301 and 183.0302 separately reject agency solely from membership and permit an optional filed statement of authority affecting a person's power to bind the LLC to nonmembers. Dissociation should not be treated as an automatic cancellation of a separately granted or filed authority.

Current law supplies no dissociation cashout

Section 183.0603(1)(c) leaves any transferable interest owned immediately before exit with the former member solely as a transferee. Under § 183.0404, predissolution distributions that the LLC decides to make include dissociated members under the statutory proportion, but dissociation itself does not entitle the person to a distribution.

Current Chapter 183 therefore creates no automatic redemption or fair-value buyout. An operating agreement may change the economics, and transaction or dissolution provisions may create separate rights.

Former-member information rights survive in a narrow form

Under § 183.0410(3)-(8), a person dissociated as a member may make a demand in a record received by the LLC at least 10 days before access. The information must concern the period of membership, the request must be in good faith, and the former member must satisfy the manager-managed member-demand requirements.

The LLC responds under the section's record procedure, may charge reasonable copying labor/material costs, and may impose reasonable confidentiality and use conditions. A transferee as such has no § 183.0410 right, subject to the deceased- member representative rule.

The old-law opt-out branch can require fair-value redemption

For an LLC still governed by the 2019 statute, former § 183.0802(3) generally allowed voluntary withdrawal at any time by written notice to the other members or on agreement terms. It restricted no/nominal-consideration interests, agreement-restricted interests, and definite-term or particular-undertaking LLCs, and it allowed wrongful-conduct damages and an offset.

Former § 183.0604 then entitled a dissociating member, when the LLC did not dissolve and the agreement did not otherwise provide, to complete redemption at fair value as of dissociation within a reasonable time. That old cashout rule must not be imported into a current-law LLC.

Memberless dissolution has a 90-day rescue

Section § 183.0701(1)(c) dissolves an LLC after 90 consecutive days without a member unless, before the period ends, transferees holding majority distribution rights consent to admit a specified person and at least one person becomes a member under that consent.

Chapter 183 has no standalone statement-of-dissociation filing. A statement of authority or denial, an annual report, transaction filing, and dissolution filing have their own effects and should not be treated as the internal status-exit event.

What trips people up

• A timely old-law opt-out changes the economics. The 2019 fair-value rule and current no-cashout rule point in opposite directions.
• Notice can cause exit even when exit is wrongful. Power and rightfulness are separate under § 183.0601.
• The insolvency events are management-form specific. Section 183.0602(8) applies to a member-managed LLC.
• Wisconsin omitted the third uniform judicial ground. The statute has adverse wrongful conduct and material breach, but no separate impracticable- continuation-with-person clause.

Common questions

Must a current-law withdrawal notice be written?

Not by the statutory default. The LLC must know or have notice of the express will, although the operating agreement may impose a writing or other procedure.

Can all other members expel someone after a complete transfer?

Yes under the current closed-list route, except when the transfer is only for security or is an effective charging order that has not been foreclosed.

Does the former member keep information rights?

Only the limited § 183.0410 historical right: a 10-day record demand, good faith, purpose connection, and information from the membership period.

What happens to a dissociated member's economics under current law?

The retained transferable interest becomes transferee-only property. The exit itself does not force a distribution or fair-value purchase.

Statutes and sources

• Wis. Stat. §§ 183.0101-.0105 and 183.0110 — current Act, definitions, agreement limits, and old-law nonapplicability branch. Current certified Chapter 183 PDF (accessed August 30, 2026).
• Wis. Stat. §§ 183.0404, 183.0407, and 183.0410 — distributions, member- manager separation, and former-member information rights. Official § 183.0404 and § 183.0410 (accessed August 30, 2026).
• Wis. Stat. §§ 183.0601-.0603 and 183.0701 — withdrawal power, wrongfulness, expulsion, automatic events, consequences, and memberless dissolution. Official § 183.0601, § 183.0602, § 183.0603, and § 183.0701 (accessed August 30, 2026).
• Wis. Stat. §§ 183.0802 and 183.0604 (2019 stats.) — old-law written- notice withdrawal, restrictions, wrongful-conduct offset, and fair-value redemption. Official archived § 183.0802 and § 183.0604 (accessed August 30, 2026).