Understanding Wisconsin LLC Laws
The rules for starting and running a Wisconsin limited liability company (LLC) are laid out by Wisconsin's LLC laws.
In this guide, we offer simple explanations to Wisconsin LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
Wisconsin LLC Framework and Statutes
Wisconsin LLC laws set out the requirements for forming an LLC. The State of Wisconsin has created an online formation portal and PDF Articles of Organization form to simplify the process.
Wisconsin LLC Formation Statute
The following LLC formation statutes are from Wisconsin Statutes Chapter 183: Limited Liability Companies:
183.0202 Articles of organization. The articles of organization shall contain all of and only the following information:
(1) A statement that the limited liability company is organized under this chapter.
(2) A name for the limited liability company that satisfies s. 183.0103.
(3) The street address of the registered office and the name of the registered agent at that office.
(4) If management of the limited liability company is vested in one or more managers, a statement to that effect.
(5) The name and address of each person organizing the limited liability company.
(6) If applicable, the delayed effective date and time of the articles of organization permitted under s. 183.0111 (2).
183.0203 Amendment of articles of organization.
(1) A limited liability company may amend its articles of organization at any time.
(2) A limited liability company amending its articles of organization shall deliver to the department for filing articles of amendment that include all of the following information:
(a) The name of the limited liability company.
(b) The text of the amendment to the articles of organization.
(c) A statement that the amendment was adopted by the vote required under s. 183.0404 (2).
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What This Means: Key Takeaways*
The Wisconsin LLC statute provides the requirements for setting up (or forming) an LLC. The State of Wisconsin offers online and mail-in LLC filing to meet these requirements.
Required Information for Wisconsin LLC Formation:
- LLC’s name (Must meet Wisconsin LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and Wisconsin registered agent address
- A statement that the LLC was organized under the rules of the LLC statute
- If the LLC is managed by managers, the LLC organizer must mention on the articles of organization
- If the LLC is temporary, you must list the date it will be dissolved
Recommended: For help with completing the LLC formation forms, visit our Wisconsin LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Wisconsin LLC laws define the duties and appointment of the LLC registered agent.
Wisconsin LLC Registered Agent Statute
The following registered agent statutes are from Wisconsin Statutes Chapter 183: Limited Liability Companies:
183.0105 Registered office and registered agent.
(1) Each limited liability company shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. Except as provided in s. 165.68 (5) (f) 1., the registered agent shall be one of the following:
(a) A natural person who resides in this state and whose business office is identical with the registered office.
(b) A domestic corporation, limited liability company, limited partnership, limited liability partnership, or corporation organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.
(c) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
(2) A limited liability company may change its registered office or registered agent, or both, by doing any of the following:
(a) Delivering to the department for filing a statement of change.
(b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of organization or in articles of merger.
(c) Including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. This paragraph also applies to a foreign limited liability company. A change under this paragraph is effective on the date the annual report is filed by the department.
(3) A statement of change delivered under sub. (2) (a) shall include all of the following information:
(a) The name of the limited liability company.
(b) The name of its registered agent, as changed.
(c) The street address of its registered agent, as changed.
(d) A statement that after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
(4) If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any limited liability company for which that person is the registered agent. To make a change under this subsection, the registered agent shall notify the limited liability company in writing of the change and deliver to the department for filing a signed statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.
(5) The registered agent of a limited liability company may resign as registered agent by delivering to the department for filing a written statement that includes all of the following information:
(a) The name of the limited liability company for which the registered agent is acting.
(b) The name of the registered agent.
(c) The street address of the limited liability company's current registered office and its principal office.
(d) A statement that the registered agent resigns.
(e) If applicable, a statement that the registered office is also discontinued.
(6) After filing the statement required under sub. (5), the department shall mail a copy of the statement to the limited liability company at its principal office.
(7) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
(a) Thirty days after the date determined under s. 183.0111 (1).
(b) The date on which the appointment of a successor registered agent is effective.
(8)
(a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice or demand required or permitted by law to be served on the limited liability company.
(b) Except as provided in par. (c), if a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under this paragraph at the earliest of the following:
1. The date on which the limited liability company receives the mail.
2. The date shown on the return receipt, if signed on behalf of the limited liability company.
3. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
(c) Except as provided in s. 183.09025 (2) (d), if the address of the limited liability company's principal office cannot be determined from the records of the department, the limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the department, is located.
(d) This subsection does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a limited liability company in any other manner permitted by law.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Wisconsin registered agent must:
- Maintain a registered office in Wisconsin (i.e., no P.O. boxes)
- Be an individual, a Wisconsin corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Wisconsin. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Wisconsin LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from Wisconsin Statutes Chapter 183: Limited Liability Companies:
183.0102 Definitions. In this chapter, except as otherwise provided:
(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.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Wisconsin LLC laws set out the requirements for annual LLC reporting. The State of Wisconsin has created an online portal to simplify the process.
Wisconsin LLC Annual Report Statute
The following annual report statutes are from Wisconsin Statutes Chapter 183: Limited Liability Companies:
183.0120 Annual report.
(1) Each foreign limited liability company registered to transact business in this state and each domestic limited liability company shall file with the department an annual report that includes all of the following information:
(a) The name of the domestic or foreign limited liability company and, if a foreign limited liability company, the state or country under whose law it is organized.
(b) The address of the domestic or foreign limited liability company's registered office and the name of its registered agent at that office in this state.
(c) The address of the domestic or foreign limited liability company's principal office.
(d) If management of the domestic or foreign limited liability company is vested in one or more managers, the name and business address of each manager.
(e) If the company is a foreign limited liability company, the name and business address of each member of the foreign limited liability company.
(f) A brief description of the nature of the domestic or foreign limited liability company's business.
(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of the domestic or foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the domestic or foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the department.
(3) A domestic limited liability company shall deliver its annual report to the department during the calendar quarter during which each anniversary of the effective date of the limited liability company's articles of organization under s. 183.0111 occurs. A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.
(4) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
(5) An annual report is effective on the date that it is filed by the department.
What This Means: Key Takeaways*
You can file your Wisconsin annual report online.
Your Wisconsin LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- Registered agents name and registered office street address
- If managed by one or more managers, the manager(s) name and address
- Nature of the business being conducted by the LLC
Annual Report Due Dates:
- Annual reports are during the calendar quarter of the anniversary date of the LLC, each year
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.