183.0407 Management of limited liability company.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)A limited liability company is a member-managed limited liability company unless a written operating agreement provides any of the following or includes words of similar import:

(a)That the company is or will be “manager-managed.”

(b)That the company is or will be “managed by managers.”

(c)That management of the company is or will be “vested in managers.”

(2)In a member-managed limited liability company, all of the following rules apply:

(a)Except as expressly provided in this chapter, the management and conduct of the company are vested in the members.

(b)Each member has rights in the management and conduct of the company’s activities and affairs proportional to the value of the contributions made by each such member, as stated in the records required to be kept under s. 183.0402

(2), or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member.

(c)A difference arising among members as to a matter not described in par.

(d)may be decided by a majority of the members’ transferable interests.

(d)Except as otherwise provided in this chapter, the affirmative vote or consent of all members is required to do any of the following:

1. Amend the articles of organization.

2. Issue a transferable interest in the limited liability company to any person.

3. Allow the limited liability company to accept any additional contribution from a member.

4. Allow a partial redemption of a transferable interest in the limited liability company.

5. Value the contributions of members under s. 183.0402

(2).

6. Approve a merger, interest exchange, conversion, or domestication under subch. X .

7. Authorize a manager, member, or other person to do any act on behalf of the limited liability company that contravenes an operating agreement, including any provision of the operating agreement that expressly limits the purpose or business of the limited liability company or the conduct of the business of the limited liability company.

(e)The operating agreement may be amended only with the consent of all members.

(3)In a manager-managed limited liability company, all of the following rules apply:

(a)Except as expressly provided in this chapter, any matter relating to the activities and affairs of the company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers.

(b)Each manager has equal rights in the management and conduct of the company’s activities and affairs.

(c)The affirmative vote or consent of all members is required to do any of the following:

1. Sell, lease, exchange, or otherwise dispose of all or substantially all of the company’s property, with or without the goodwill, outside the ordinary course of the company’s activities.

2. Approve a merger, interest exchange, conversion, or domestication under subch. X .

3. Undertake any activity described in sub.

(d).

4. Amend the operating agreement.