ARTICLES OF ORGANIZATION
of [LEGAL NAME OF LLC]
(Organized under Chapter 183, Wisconsin Statutes)
[// GUIDANCE: This template is drafted to be filed with the Wisconsin Department of Financial Institutions (“DFI”) and simultaneously serve as the LLC’s initial charter and risk-allocation framework.
Sections I–III satisfy the statutory minimum content required by Wis. Stat. § 183.0202. All subsequent sections are permissible “other provisions” under § 183.0202(1)(c) and may be attached as “Exhibit A – Additional Provisions” if the filer prefers a lean public filing. Tailor or delete any bracketed language before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions (Statutory Requirements)
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Name. The name of the limited liability company is [LEGAL NAME OF LLC] (the “Company”).
[// GUIDANCE: Must contain “Limited Liability Company,” “LLC,” or “L.L.C.” per Wis. Stat. § 183.0103(1).]
1.2 Effective Date. These Articles become effective on [EFFECTIVE DATE] or, if left blank, upon filing with the DFI.
1.3 Formation. The Company is organized pursuant to and shall be governed by the Wisconsin Limited Liability Company Law, Wis. Stat. ch. 183 (the “Act”).
2. DEFINITIONS
For purposes of these Articles, capitalized terms have the meanings set forth below.
“Act” – Wis. Stat. ch. 183, as amended.
“Articles” – These Articles of Organization, as amended or restated.
“Business Court” – The Wisconsin state business court division having subject-matter jurisdiction.
“Company” – Defined in Section 1.1.
“DFI” – Wisconsin Department of Financial Institutions.
“Indemnified Person” – Any Member, Manager, officer, or employee entitled to indemnity under Section 7.1.
“Manager” – A Person designated as a manager pursuant to Section 3.6.
“Member” – One or more Persons admitted as members under the Act and the Operating Agreement.
“Operating Agreement” – The written or oral agreement of the Members under Section 3.9.
“Person” – An individual or entity as defined in Wis. Stat. § 183.0102(15).
3. OPERATIVE PROVISIONS (STATUTORY REQUIREMENTS)
3.1 Principal Office.
Address: [STREET ADDRESS, CITY, WI ZIP]
3.2 Registered Agent & Registered Office.
a. Registered Agent: [NAME]
b. Registered Office: [STREET ADDRESS, CITY, WI ZIP]
[// GUIDANCE: Must be a Wisconsin street address—not a P.O. Box—per Wis. Stat. § 183.0105.]
3.3 Duration. The Company shall exist perpetually unless dissolved in accordance with the Act or the Operating Agreement.
3.4 Purpose. The Company may engage in any lawful activity for which a limited liability company may be organized under Wisconsin law, including but not limited to [SPECIFIC BUSINESS PURPOSE].
3.5 Management Structure. The Company is ☐ Member-Managed ☐ Manager-Managed.
[// GUIDANCE: Check one box only; required by Wis. Stat. § 183.0202(1)(b)4.]
3.6 Initial Manager(s) / Member(s).
• [NAME & ADDRESS] – ☐ Member ☐ Manager
• [NAME & ADDRESS] – ☐ Member ☐ Manager
(Attach additional list if necessary.)
3.7 Limitation on Liability. No Member, Manager, or officer shall be personally liable to the Company or its Members for monetary damages except as otherwise required under the Act.
3.8 Publication. No publication is required under current Wisconsin law; accordingly, none is contemplated.
[// GUIDANCE: Retain or delete this acknowledgment for evidentiary clarity.]
3.9 Operating Agreement Mandate. Within thirty (30) days after the Effective Date, the Member(s) shall adopt an Operating Agreement consistent with the Act and these Articles. Failure to adopt shall not affect the Company’s validity but may enlarge default statutory rules.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority of Organizer(s). Each undersigned Organizer represents and warrants that he or she (a) is at least 18 years of age, (b) has full legal right, power, and authority to execute and file these Articles, and (c) has obtained all requisite consents.
4.2 Accuracy of Information. The information contained herein is true, correct, and complete as of the date of execution.
4.3 Survival. The representations and warranties in this Article 4 survive the filing of these Articles for a period of two (2) years.
5. COVENANTS & RESTRICTIONS
5.1 Compliance Covenant. The Company shall comply in all material respects with (a) the Act, (b) all other applicable laws, rules, and regulations, and (c) its Operating Agreement.
5.2 Capital Contributions. Members covenant to make the initial and any additional capital contributions set forth in the Operating Agreement on or before the dates therein specified.
5.3 Transfer Restrictions. No Member may transfer a Membership Interest except (a) as permitted by the Operating Agreement, or (b) with unanimous written consent of the Members.
6. DEFAULT & REMEDIES
6.1 Events of Default. Each of the following constitutes an “Event of Default”:
a. Material breach of the Operating Agreement or these Articles;
b. Failure to make any required capital contribution within ten (10) days after written notice;
c. Bankruptcy or insolvency of a Member;
d. Judicial determination of gross misconduct or fraud by a Manager or Member.
6.2 Cure Period. Except for bankruptcy, the defaulting party has fifteen (15) days after written notice to cure.
6.3 Remedies. Upon an uncured Event of Default, the non-defaulting Members may pursue one or more of the following, in addition to remedies under law or equity:
1. Forced sale of the defaulting Member’s interest at fair market value less damages;
2. Specific performance;
3. Expulsion of the defaulting Member;
4. Recovery of attorney fees and costs.
7. RISK ALLOCATION
7.1 Indemnification. The Company shall indemnify, defend, and hold harmless each Indemnified Person against any claim, loss, liability, or expense (including reasonable attorney fees) arising from the Person’s status or activities on behalf of the Company, except to the extent arising from that Person’s willful misconduct or knowing violation of law.
7.2 Limitation of Liability. To the fullest extent permitted by the Act, the aggregate liability of any Indemnified Person to the Company and its Members is limited to the amount of that Person’s (a) unpaid capital contribution plus (b) distributions wrongfully received.
7.3 Insurance. The Company shall maintain appropriate general liability and errors & omissions insurance with minimum limits of [$____] per occurrence.
7.4 Force Majeure. No party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, governmental actions, or labor disputes, provided that the affected party gives prompt notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles and any dispute arising hereunder are governed by the laws of the State of Wisconsin without regard to its conflict-of-laws provisions.
8.2 Forum Selection. The parties submit to the exclusive jurisdiction of the Wisconsin state business court division (“Business Court”) located in [COUNTY], Wisconsin.
8.3 Arbitration (Optional). ☐ If checked, any dispute not resolved within thirty (30) days after written notice shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [CITY, WI]. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional). ☐ If checked, the parties irrevocably waive any right to a jury trial in any proceeding relating to these Articles.
8.5 Injunctive Relief. Nothing in this Article 8 limits a party’s right to seek provisional or injunctive relief from the Business Court to preserve the status quo or prevent irreparable harm.
9. GENERAL PROVISIONS
9.1 Amendment. These Articles may be amended only by (a) the filing of a duly executed Articles of Amendment with the DFI and (b) the approval thresholds set forth in the Operating Agreement or, absent such provision, by Members holding a majority of the Percentage Interests.
9.2 Waiver. Any waiver must be in writing and signed by the waiving party. A waiver on one occasion is not a waiver of any subsequent breach.
9.3 Assignment. Except as expressly permitted herein or in the Operating Agreement, no party may assign its rights or delegate its duties without prior written consent of all Members.
9.4 Severability. If any provision of these Articles is held unenforceable, the remaining provisions shall be enforced to the maximum extent permissible.
9.5 Entire Agreement. These Articles and any duly adopted Operating Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements.
9.6 Counterparts; Electronic Signatures. These Articles may be executed in one or more counterparts, each of which is deemed an original, and signatures transmitted electronically (e.g., PDF or DocuSign) are effective for all purposes.
10. EXECUTION BLOCK
Executed under penalties of perjury on the date(s) set forth below.
| Organizer / Authorized Person | Title | Date | Signature |
|---|---|---|---|
| [NAME] | ☐ Organizer ☐ Member ☐ Manager | [DATE] | ________ |
| [NAME] | ☐ Organizer ☐ Member ☐ Manager | [DATE] | ________ |
[// GUIDANCE:
1. Only one Organizer is required, but multiple are permissible.
2. Wisconsin does not require notarization for filing; add a notary block only if desired for evidentiary purposes in other jurisdictions.]
OPTIONAL NOTARY ACKNOWLEDGMENT
State of Wisconsin )
County of [COUNTY] )
Subscribed and sworn to before me on [DATE] by [NAME(S)].
Notary Public, State of Wisconsin
My commission expires: _____
[// GUIDANCE: File online through the DFI One-Stop portal or mail to:
Wisconsin DFI, Division of Corporate & Consumer Services, P.O. Box 7846, Madison, WI 53707-7846.
Include the statutory filing fee (currently $130 online / $170 paper).]