Wis. Stat. § 183.0107
Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company
Redline — January 1, 2003 → current.View current text →
Current — January 1, 2021
As of January 1, 2003
(1g) In this section:
(a) "Electronic" has the meaning given in s. 183.0108 (1g) (b) .
(b) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
(c) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
(1r) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the department shall be executed by a manager, if management of the limited liability company is vested in a manager or managers, or any member, if management of the limited liability company is reserved to the members.
(2) The person executing the document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs.
(3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the department.
(1) A written operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under s. 183.0503 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(a) Except as provided in par. (b) , the amendment is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.
(b) The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(3) If a record delivered by a limited liability company to the department for filing becomes effective and contains a provision that would be ineffective under s. 183.0105 (3) or (4) (c) if contained in the operating agreement, the provision is ineffective in the record.
(4) Subject to sub. (3) , if a record delivered by a limited liability company to the department for filing becomes effective and conflicts with a provision of the operating agreement, all of the following apply:
(a) The agreement prevails as to members, persons dissociated as members, transferees, and managers.
(b) The record prevails as to other persons to the extent they reasonably rely on the record.
Official source: Wisconsin State Legislature. Reproduced from public-domain Wisconsin statutes; confirm against the official source for the current text. Not legal advice.