Operating Agreement Template Wisconsin

OPERATING AGREEMENT FOR A LIMITED LIABILITY COMPANY (WISCONSIN)

Document ID: LLC-WI-OPS-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Wisconsin (Chapter 183, Wis. Stats.)

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1. LEGAL DISCLAIMER

This document is a template provided for informational purposes only and does not constitute legal advice or an attorney-client relationship. Wisconsin Limited Liability Company law (Chapter 183 of the Wisconsin Statutes) is subject to frequent legislative updates. Users must review this document with qualified legal counsel to ensure compliance with specific operational requirements, tax elections, and the evolving statutory landscape of the State of Wisconsin.

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2. IDENTIFICATION OF PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members identified below:

Company Name: [Company Full Legal Name]
Principal Business Address: [Full Street Address, City, State, ZIP]
Members:

1. [Member 1 Full Name], residing at [Address] (“Member”)
2. [Member 2 Full Name], residing at [Address] (“Member”)

The Members desire to form a Limited Liability Company under the laws of the State of Wisconsin and hereby adopt this Agreement to govern the affairs of the Company.

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3. OPERATIVE CLAUSES

ARTICLE I: FORMATION AND PURPOSE

1.1 Formation. The Company has been organized as a Wisconsin limited liability company by the filing of Articles of Organization with the Wisconsin Department of Financial Institutions.
1.2 Purpose. The Company is formed for the purpose of engaging in any lawful business, trade, or activity for which a limited liability company may be organized under Wisconsin law.

ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Contributions. The Members have contributed the amounts set forth in Exhibit A hereto.
2.2 Ownership Interests. The Membership Interest of each Member shall be proportional to their capital contribution, unless otherwise agreed in writing.
2.3 Liability. No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management. The Company shall be [Member-Managed / Manager-Managed]. Decisions shall be made by a majority vote of the Members based on their respective ownership interests.
3.2 Authority. No Member, acting alone, shall have the authority to bind the Company unless specifically authorized by the Members.

ARTICLE IV: DISTRIBUTIONS AND TAXES

4.1 Distributions. Net profits and losses shall be allocated to the Members in proportion to their ownership interests. Distributions shall be made at such times and in such amounts as determined by the Members.
4.2 Tax Classification. The Company shall be taxed as a [Partnership/Disregarded Entity/Corporation] for federal and state tax purposes.

ARTICLE V: TRANSFER OF INTERESTS

5.1 Restriction on Transfer. No Member may sell, assign, or encumber their interest in the Company without the prior written consent of all other Members.
5.2 Right of First Refusal. If a Member desires to sell their interest, the remaining Members shall have the right of first refusal to purchase said interest at fair market value.

ARTICLE VI: TERM AND DISSOLUTION

6.1 Term. The Company shall continue in perpetuity unless dissolved in accordance with this Agreement.
6.2 Dissolution. The Company shall dissolve upon the unanimous written agreement of the Members or upon the entry of a decree of judicial dissolution under Wisconsin law.

ARTICLE VII: INDEMNIFICATION

7.1 Indemnification. The Company shall indemnify any Member or Manager to the fullest extent permitted by Wisconsin law against all expenses, judgments, and amounts paid in settlement incurred in connection with the defense of any legal action brought against them by reason of their status as a Member or Manager.

ARTICLE VIII: GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
8.2 Dispute Resolution. Any dispute arising out of this Agreement shall be submitted to mandatory mediation in [County Name], Wisconsin, prior to the commencement of any litigation.

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4. EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY LEGAL NAME]: Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [MEMBER 2 / COUNTERPARTY]: Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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5. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use the "Find and Replace" function to populate all bracketed fields (e.g., [Company Full Legal Name]).
2. Review: Ensure the Management structure (Article 3.1) accurately reflects whether the Company is run by Members or an appointed Manager.
3. Execution: Print two original copies. All Members must sign in the presence of a notary public if required by your internal bylaws or banking requirements.
4. Digital Execution: If using DocuSign or Adobe Sign, ensure the "Audit Trail" feature is enabled to verify the identity of the signatories.
5. Record Retention:
   • Keep the original signed version in the Company’s "Minute Book" or official records binder.
   • Provide a digital copy to all Members.
   • You are not required to file this Operating Agreement with the Wisconsin Department of Financial Institutions, but you must keep it at the Company’s registered office for inspection by members or taxing authorities.