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The Wisconsin LLC operating agreement is a legal document that is recommended for individuals or partners that are opening a limited liability company. While not required, this document helps to organize the rights and responsibilities of each member, allows for filing articles, and outlines voting rights, ownership percentage, and more.

From WI Stat § 183.0102 (2019):

(16) “Operating agreement” means an agreement in writing, if any, among all of the members as to the conduct of the business of a limited liability company and its relationships with its members.

Wisconsin Operating Agreement Law

Per Sec. 183.0106 of the Wisconsin Statutes & Annotations:

(1) A limited liability company may be organized under this chapter for any lawful purpose. A limited liability company engaging in a business that is subject to the provisions of another chapter may organize under this chapter only if not prohibited by, and subject to all limitations of, the other chapter.
(2) Unless otherwise provided in an operating agreement, a limited liability company organized and existing under this chapter has the same powers as an individual to do all things necessary and convenient to carry out its business, including but not limited to all of the following:
(a) Sue and be sued, complain and defend in its name.
(b) Purchase, take, receive, lease or otherwise acquire and own, hold, improve, use and otherwise deal in or with real or personal property, or any legal or equitable interest in real or personal property, wherever situated.
(c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange and otherwise dispose of all or any part of its property.
(d) Lend money, property and services to, and otherwise assist, its members or managers, if any.
(e) Purchase, take, receive, subscribe for or otherwise acquire and own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other enterprise or entity.
(f) Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income.
(g) Lend money, invest and reinvest its funds, and receive and hold real or personal property as security for repayment.
(h) Conduct its business, locate offices and exercise the powers granted by this chapter inside or outside this state.
(i) Be a promoter, incorporator, partner, member, associate or manager of any enterprise or entity.
(j) Elect or appoint managers, agents and employees of the limited liability company, define their duties and fix their compensation.
(k) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of its current or former members, managers, employees and agents.
(L) Make donations to and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
(m) Indemnify a member, manager, employee, officer or agent or any other person.
(n) Transact any lawful business that the members or the managers find to be in aid of governmental policy.
(o) Make payments or donations, or do any other act not prohibited by law, that furthers the business of the limited liability company.
(p) Provide benefits or payments to members, managers, employees and agents of the limited liability company, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the members, managers, employees and agents of the limited liability company.

Forming an LLC in Wisconsin

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To qualify as an LLC, all Wisconsin LLCs need a legally registered business name that is unique to all businesses in the state, LLC or otherwise..

The name of the LLC must include:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company

The name may include restricted words that relate to the business type or profession (university, attorney, bank), as long as a licensed practitioner is part of the LLC.

The name cannot include government agencies such as Treasury, CIA, FBI, etc. You may not use “corp”, “inc”, or other business type identifiers.

To conduct the name search, use the Wisconsin Business Entity Search website.

Step 2: Choose Your Registered Agent

Every Wisconsin LLC must appoint a registered agent for the company. The registered agent is responsible for accepting legal documentation on behalf of the company.

The agent must:

  • Be a resident of the state, or
  • Be authorized to do business in Wisconsin (for agent services)
  • Be 18 years or older
  • Have a physical (not a P.O. Box) address in Wisconsin

Step 3: File Your Formation Articles

Depending on whether you are starting a new business or expanding to Wisconsin, you will need to file either articles of organization or a certificate of registration.

Domestic LLC formations (new businesses) can choose to file online or by mail.

Online Filing (Domestic):

  • $130 fee, plus optional $25 expedited service fee
  • Turnaround time: 5-7 business days, or 3-5 business days if expedited
  • Submit online

Mailed Filing (Domestic):

  • $170 fee, plus optional $25 expedited service fee
  • Turnaround time: 5-10 business days upon receipt, or 3-5 business days if expedited
  • Fill out the form online or after printing and mail to:

State of WI – Dept. of Financial Institutions
P.O. Box 93348
Milwaukee, WI 53293

Foreign LLC formations can also file online or by mail.

Online Filing (Foreign):

  • $100 filing fee, plus optional $25 expedited service fee
  • Turnaround time: 5-7 business days, or 3-5 business days if expedited
  • Submit online

Mailed Filing (Foreign):

  • $100 filing fee, plus optional $25 expedited processing fee
  • Turnaround time: 5-10 business days upon receipt, or 3-5 business days if expedited
  • Fill out the form online or after printing and mail to:

State of WI – Dept. of Financial Institutions
P.O. Box 93348
Milwaukee, WI 53293

Step 4: Draft a Wisconsin Operating Agreement

While not required, it is highly recommended to create an operating agreement for LLCs with a single or multiple directors. This legal documentation is recommended to document capital contributions, organization, voting rights, ownership percentage, responsibilities, profit and loss distribution, and more.

It may also be used to outline rules and regulations. It can settle disputes between multiple directors or act as proof in court when signed and acknowledged by all parties involved, as all directors are required to sign off on provisions. It is recommended that all directors each keep a copy, and that a copy is held with the other business records until needed.

The agreement does not need to be filed with the state.