Section 183.0102 - DefinitionsIn this chapter:
(1) "Articles of organization" means the articles required by s. 183.0201. The term includes the articles as amended or restated.(1m) "Business" includes every trade, occupation, and profession.(2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in s. 183.0402 which is provided by a person to a limited liability company to become a member or in the person's capacity as a member.(3) "Debtor in bankruptcy" means a person that is the subject of any of the following: (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.(b) A comparable order under federal, state, or foreign law governing insolvency.(3m) "Department" means the department of financial institutions.(4)(a) Except as provided in par. (b), "distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term includes all of the following: 1. A redemption or other purchase by a limited liability company of a transferable interest.2. A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or have access to records or other information concerning the company's activities and affairs.(b) "Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to members for good and valuable consideration other than in their capacity as members.(4c) "Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.(4j) "Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.(4p) "Entity" means a person other than an individual.(4t) "Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.(5) "Foreign limited liability company" means an association that would be a limited liability company subject to this chapter but for the fact that its governing law is not the law of this state.(5g) "General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.(5m) "Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 183.0104 or the corresponding applicable law with respect to entities other than domestic limited liability companies.(5p) "Individual" includes the estate of an individual adjudicated incompetent or a deceased individual.(6) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.(7m) "Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.(8) "Limited liability company," except in the phrase "foreign limited liability company" and in subch. X, means an entity formed under this chapter or which becomes subject to this chapter under subch. X or s. 183.0110.(9) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in s. 183.0407 (3).(10) "Manager-managed limited liability company" means a limited liability company that qualifies under s. 183.0407 (1).(11) "Member" means a person to whom all of the following apply:(a) The person has become a member of a limited liability company under s. 183.0401 or was a member in a company when the company became subject to this chapter under s. 183.0110.(b) The person has not dissociated under s. 183.0602.(12) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.(13) "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in s. 183.0105 (1). The term includes the agreement as amended or restated.(14) "Organizer" means a person that acts under s. 183.0201 to form a limited liability company.(15) "Person" means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.(16) "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.(17) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.(18) "Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.(19) "Registered agent" means an agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company.(20) "Registered foreign limited liability company" means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the department.(21) "Sign" means, with present intent to authenticate or adopt a record, any of the following: (a) To execute or adopt a tangible symbol.(b) To attach to or logically associate with the record an electronic symbol, sound, or process.(22) "State" means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.(23) "Transfer" includes all of the following:(e) An encumbrance, including a mortgage or security interest.(g) A transfer by operation of law.(24) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.(25) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under s. 183.0603 (1) (c).(26) "Written operating agreement" means an operating agreement, or part thereof, that is set forth in a record.Amended by Acts 2021 ch, 258,s 616, eff. 4/17/2022.1993 a. 112; 1995 a. 27, 97. The Wisconsin Limited Liability Company: A Preliminary Analysis. Boucher & Sosnowski. Wis. Law. Dec. 1993. LLC and Corporation Law Revisions. Boucher & Sosnowski. Wis. Law. Oct. 1996. Shedding Light on Recent Developments Affecting LLCs. Boucher, Kamperschroer, & Knudson. Wis. Law. Aug. 2008.