LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Wisconsin Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Wisconsin Limited Liability Company Law, Wis. Stat. Chapter 183. IMPORTANT: Wisconsin is a COMMUNITY PROPERTY state (marital property). Annual reports required with the Department of Financial Institutions.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Wisconsin Limited Liability Company Law, Wis. Stat. Chapter 183 (the "Act") by filing Articles of Organization with the Wisconsin Department of Financial Institutions.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Wisconsin [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Wisconsin [ZIP]
1.5 Term
Perpetual, unless dissolved.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Marital Property
[// GUIDANCE: Wisconsin is a marital property (community property) state. Membership interests acquired during marriage may be marital property.]
(a) Each married Member represents the character of their Membership Interest.
(b) Spousal consent may be required for transfers.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per Wis. Stat. § 183.0403.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Wisconsin
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Wisconsin Limited Liability Company Law, Wis. Stat. Chapter 183. Wisconsin is a marital property (community property) state.