Wisconsin LLC Operating Agreement Template
Wisconsin registers LLCs through the Department of Financial Institutions rather than the Secretary of State, and it modernized its LLC statute in recent years with a new chapter based on the revised uniform act. Existing LLCs had to decide whether to opt in early.
Last updated: August 5, 2026
What Is a Wisconsin LLC Operating Agreement?
Wisconsin governs LLCs under Chapter 183 of the Wisconsin Statutes, which was substantially rewritten to adopt the revised uniform limited liability company framework. Companies formed before the new law took effect were given the choice of opting in early or being brought under the new chapter automatically on the transition date, which means older Wisconsin LLCs may have operating agreements written against a materially different default rulebook. Wisconsin is also unusual in assigning business registration to the Department of Financial Institutions rather than a Secretary of State corporate division. Wisconsin LLCs file an annual report, and the state maintains a straightforward online filing system. Single-member LLCs are recognized. Because the statutory defaults changed, reviewing and updating an older Wisconsin operating agreement is a genuinely worthwhile exercise rather than a formality.
An LLC operating agreement is the internal governing document of a limited liability company. It states who the members are, what percentage of the company each one owns, what each member contributed, how profits and distributions are handled, who has authority to act for the company, and what happens when a member wants to sell, dies, or is bought out. Filing articles of organization with the state creates the LLC, but it says almost nothing about how the company is run. The operating agreement is where that lives.
When to Use This Template
- ✓You just formed an LLC and need the internal governing document the state filing does not provide
- ✓Two or more members are contributing different amounts and need ownership and profit splits recorded
- ✓A bank, lender, payment processor, or investor is asking for the operating agreement of the LLC
- ✓You are a single-member LLC and want to reinforce the separation between yourself and the company
- ✓The members need to decide between member-managed and manager-managed governance
- ✓You want to restrict who can become a member and set a buyout process before a dispute arises
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Wisconsin LLC Operating Agreement
1. 1. Parties and Formation
This Limited Liability Company Operating Agreement (the "Agreement") is made effective as of [EFFECTIVE DATE] by and among [COMPANY NAME], a limited liability company organized under the laws of the State of [FORMATION STATE] (the "Company"), and the persons listed on Exhibit A as members of the Company (each a "Member" and collectively the "Members"). Articles of organization for the Company were filed with the [FILING OFFICE, e.g., Secretary of State] on [FORMATION DATE]. This Agreement governs the internal affairs of the Company and, to the fullest extent permitted by the [FORMATION STATE] Limited Liability Company Act, replaces the default provisions of that Act. Where a provision of this Agreement conflicts with a non-waivable provision of applicable law, the law controls and the rest of this Agreement remains in effect.
2. 2. Name, Purpose, Principal Office, and Term
The Company will operate under the name [COMPANY NAME] and may adopt one or more assumed names on approval under Section 8. The principal office is located at [PRINCIPAL OFFICE ADDRESS], and the registered agent for service of process in the state of formation is [REGISTERED AGENT NAME AND ADDRESS]. The purpose of the Company is to engage in [BUSINESS PURPOSE] and any lawful act or activity for which a limited liability company may be organized in the state of formation. The Company begins on the date its articles of organization were filed and continues perpetually unless dissolved under Section 13. The fiscal year of the Company ends on [FISCAL YEAR END].
3. 3. Members, Units, and Percentage Interests
The membership interests of the Company are divided into units (the "Units"). The name of each Member, the number of Units held, and the resulting Percentage Interest are listed on Exhibit A, which the Company will update whenever Units are issued, transferred, or redeemed. The Units are of a single class with identical rights unless the Company creates additional classes under Section 8, in which case the rights, preferences, and restrictions of each class must be stated in a written amendment to this Agreement. No Member has any right to specific Company property, and a membership interest is personal property. No Member is entitled to compensation for acting as a Member except as expressly provided in this Agreement or approved under Section 8.
4. 4. Capital Contributions and Capital Accounts
Each Member has contributed the cash, property, or services described on Exhibit A in exchange for the Units listed there, valued as stated on that exhibit. No Member is required to make any additional capital contribution, and no Member has any personal liability for the debts of the Company solely by reason of being a Member. If the Company needs additional capital, the Members may approve a capital call under Section 8, and any Member who declines to fund a capital call will have the Percentage Interest of that Member diluted proportionally as the sole consequence. The Company will maintain a capital account for each Member, increased by contributions and allocated profits and decreased by distributions and allocated losses. No Member is entitled to interest on a capital account or to demand the return of a capital contribution.
5. 5. Allocations of Profits and Losses
For each fiscal year, the net profits and net losses of the Company will be allocated among the Members in proportion to the Percentage Interests held during that year, adjusted for any Units issued or transferred during the year using a method permitted by applicable tax rules. Losses will not be allocated to a Member to the extent the allocation would create or increase a deficit capital account balance beyond any obligation of that Member to restore it, and any excess will be reallocated to the Members with positive balances. The Company intends its allocations to have substantial economic effect under the applicable federal income tax regulations, and the Members authorize the Company to make the technical adjustments necessary to achieve that result.
6. 6. Distributions
Distributions of available cash will be made to the Members in proportion to the Percentage Interests at the times and in the amounts determined under Section 8, after retaining reserves the Company reasonably considers necessary for operations, debt service, and anticipated liabilities. The Company will use commercially reasonable efforts to make tax distributions sufficient to cover the estimated income tax liability of each Member on allocated Company income, calculated at an assumed rate of [ASSUMED TAX RATE] and paid within [TAX DISTRIBUTION TIMING, e.g., 75 days after the end of each fiscal year]. No distribution will be made if, after giving effect to it, the Company would be unable to pay its debts as they come due or the total liabilities of the Company would exceed the fair value of its assets. Distributions in kind require approval under Section 8.
7. 7. Management Structure: Member-Managed or Manager-Managed
The Company is [SELECT ONE: MEMBER-MANAGED / MANAGER-MANAGED]. If the Company is member-managed, each Member is an agent of the Company for the purpose of its business and may bind the Company in transactions in the ordinary course, subject to the limits in Section 8. If the Company is manager-managed, management is vested exclusively in [MANAGER NAME(S)] (each a "Manager"), the Members have no authority to act for or bind the Company by reason of being Members, and only a Manager may execute contracts on behalf of the Company. A Manager serves until resignation, removal by [MANAGER REMOVAL THRESHOLD, e.g., Members holding a majority of the Percentage Interests], or death or incapacity, and a successor Manager is appointed by the same threshold. A Manager may but need not be a Member and may be compensated as approved under Section 8.
8. 8. Voting, Meetings, and Reserved Matters
Except where this Agreement requires otherwise, matters submitted to the Members are decided by the affirmative vote of Members holding more than [ORDINARY VOTE THRESHOLD, e.g., 50 percent] of the Percentage Interests. The following actions require the approval of Members holding at least [SUPERMAJORITY THRESHOLD, e.g., 75 percent] of the Percentage Interests: amending this Agreement or the articles of organization; admitting a new Member or issuing additional Units; approving a capital call; selling, leasing, or pledging substantially all of the assets of the Company; incurring indebtedness above [DEBT LIMIT]; merging, converting, or dissolving the Company; changing the tax classification of the Company; and any transaction with a Member or an affiliate of a Member. Meetings may be called by [MEETING CALL RIGHT, e.g., any Member holding at least 20 percent of the Percentage Interests] on [MEETING NOTICE, e.g., 10 days] written notice, may be held by any means allowing simultaneous communication, and any action that may be taken at a meeting may instead be taken by written consent signed by the Members holding the required Percentage Interests.
9. 9. Tax Treatment and Tax Matters
The Company will be treated as [TAX CLASSIFICATION, e.g., a partnership / a disregarded entity / an S corporation] for federal income tax purposes, and no Member will take a position inconsistent with that classification without approval under Section 8. The Company will designate [PARTNERSHIP REPRESENTATIVE NAME] as its partnership representative where the applicable federal rules require one, and that person is authorized to act for the Company in tax examinations and proceedings within the limits set by the Members. The Company will deliver to each Member the tax information necessary to prepare individual returns, including any applicable schedule, no later than [TAX INFORMATION DEADLINE, e.g., March 15] following the end of each fiscal year. Each Member is responsible for the tax on the allocated share of that Member whether or not cash is distributed.
10. 10. Books, Records, and Information Rights
The Company will maintain at its principal office complete books and records, including this Agreement and all amendments, the articles of organization, Exhibit A as updated, financial statements for the last [RECORD RETENTION PERIOD, e.g., six] fiscal years, and tax returns. Each Member may inspect and copy those records for a purpose reasonably related to the interest of that Member on [INSPECTION NOTICE, e.g., five business days] written notice during normal business hours, at the expense of the requesting Member. The Company will deliver [FINANCIAL REPORTING FREQUENCY, e.g., quarterly and annual] financial statements to the Members within [REPORTING DEADLINE] after the end of each period. Company funds will be held in accounts in the name of the Company and will never be commingled with the personal funds of any Member or Manager.
11. 11. Transfer Restrictions and Right of First Refusal
No Member may sell, assign, pledge, or otherwise transfer any Unit except as this Section permits, and any attempted transfer in violation of this Section is void. A Member who receives a bona fide written offer from a third party must first offer the Units to the Company, and if the Company declines within [COMPANY ELECTION PERIOD, e.g., 30 days], to the other Members pro rata for a further [MEMBER ELECTION PERIOD, e.g., 30 days], in each case on the same price and terms. If the rights are not fully exercised, the selling Member may complete the sale to the named third party on terms no more favorable to the buyer within [CLOSING WINDOW, e.g., 90 days], after which the restrictions apply again. A transferee who is not approved as a Member under Section 8 receives only the economic rights of the transferred Units and has no voting, management, or information rights. Permitted transfers to [PERMITTED TRANSFEREES, e.g., a revocable trust for estate planning] are exempt from the right of first refusal but remain subject to this Agreement.
12. 12. Withdrawal, Death, Disability, and Buyout of a Member
A Member may withdraw from the Company by giving [WITHDRAWAL NOTICE, e.g., 90 days] written notice, but a withdrawing Member is not entitled to any payment except as this Section provides. On the withdrawal, death, permanent disability, bankruptcy, or divorce-related transfer affecting a Member (each a "Triggering Event"), the Company has the option, and if it declines the other Members have the option, to purchase all Units held by or attributable to that Member. The purchase price is determined by [VALUATION METHOD, e.g., an agreed value updated annually by the Members, or if none, an independent appraisal] and is payable [BUYOUT PAYMENT TERMS, e.g., 20 percent at closing and the balance over 48 monthly installments with interest at the applicable federal rate]. If neither the Company nor the other Members purchase the Units within [PURCHASE ELECTION PERIOD], the transferee holds only economic rights as described in Section 11. The Company may maintain life or disability insurance to fund a purchase under this Section.
13. 13. Dissolution, Winding Up, and Indemnification
The Company will be dissolved on the approval of the Members under Section 8, the sale of substantially all of its assets, or the entry of a judicial decree of dissolution. The death, withdrawal, or bankruptcy of a Member does not dissolve the Company. On dissolution, the assets will be liquidated and the proceeds applied first to creditors other than Members, then to Members for loans made to the Company, then to the Members in proportion to positive capital account balances, and any remainder in proportion to the Percentage Interests. The Company will indemnify each Member and Manager against losses and reasonable expenses incurred in connection with the business of the Company, except for acts constituting fraud, intentional misconduct, a knowing violation of law, or a transaction from which the person derived an improper personal benefit, and may advance expenses on receipt of an undertaking to repay if indemnification is later found unavailable.
14. 14. Governing Law and General Provisions
This Agreement is governed by the laws of the State of [GOVERNING STATE], without regard to conflict of laws principles, and any dispute will be brought exclusively in the courts located in [VENUE COUNTY AND STATE] after the Members have attempted resolution through direct discussion and then mediation in [MEDIATION LOCATION]. This Agreement is the entire agreement among the Members regarding the Company and supersedes all prior understandings. Amendments require the approval stated in Section 8 and must be in writing. If any provision is held unenforceable, the remaining provisions stay in effect and that provision will be limited only to the extent necessary. The failure to enforce a provision on one occasion does not waive the right to enforce it later, and this Agreement binds and benefits the permitted successors and assigns of the Members.
15. 15. Signatures
By signing below, each Member acknowledges having read this Agreement, understanding it, and agreeing to be bound by it as of the Effective Date. COMPANY: [COMPANY NAME]. By: ______________________. Printed Name: [SIGNER NAME]. Title: [MEMBER OR MANAGER]. Date: [DATE]. MEMBER: [MEMBER 1 NAME]. Signature: ______________________. Units Held: [NUMBER]. Date: [DATE]. MEMBER: [MEMBER 2 NAME]. Signature: ______________________. Units Held: [NUMBER]. Date: [DATE]. This Agreement may be executed in counterparts, and electronic signatures have the same effect as original signatures on a single document.
16. Wisconsin LLC Act Highlights
A Wisconsin LLC is formed by filing Articles of Organization with the Department of Financial Institutions and maintaining a registered agent with a Wisconsin address. The rewritten Chapter 183 follows the revised uniform act, making the operating agreement the governing document for relations among members and managers and applying statutory defaults only where the agreement is silent. The revised defaults changed several things that older Wisconsin LLCs took for granted, including aspects of voting, distributions, fiduciary duties, and dissociation, so an agreement drafted under the prior chapter may now interact with the statute differently than intended. Members can override most defaults by allocating distributions by percentage interest, electing manager-managed governance with defined authority, restricting transfers to economic rights only, defining dissociation triggers and consequences, and setting a buyout valuation and payment schedule. Good faith and fair dealing and reasonable record access remain non-waivable. Single-member LLCs are recognized under the same chapter.
17. Filing and Compliance in Wisconsin
Formation, registered agent changes, and annual reports are filed with the Wisconsin Department of Financial Institutions through its online business filing system, not with a Secretary of State office. Wisconsin LLCs file an annual report to remain in good standing, and missed reports can lead to administrative dissolution and a reinstatement process. The operating agreement is not filed and stays private. Businesses with employees or taxable sales register separately with the Wisconsin Department of Revenue. Confirm the current annual report deadline and fee with the Department of Financial Institutions, and if your LLC predates the Chapter 183 rewrite, check how the transition rules apply to your company.
18. Wisconsin Official Resources
For current statutes and official guidance, consult the Wisconsin Department of Financial Institutions, Division of Corporate and Consumer Services (https://www.wdfi.org). State law changes — verify any deadline, cap, or disclosure requirement against the current official text before relying on it.
19. Disclaimer
This template is provided for general informational purposes only and is not legal advice. LLC statutes differ meaningfully from state to state, particularly on default management rules, fiduciary duties, charging orders, and the effect of a member withdrawal, and the tax elections referenced here carry consequences that should be modeled before they are made. Review and adapt this document for your own facts, and consult a licensed attorney and a tax advisor in your state before relying on it. Use of this template does not create an attorney-client relationship with ScanContract.
Key Clauses Explained
What each important clause does — and what to watch out for before you sign.
Member-Managed vs Manager-Managed
Chooses whether every member can act for the company or whether authority sits with designated managers.
This single choice decides who can sign a lease or a loan on behalf of the company. In a member-managed LLC any member is an agent of the business, which is fine among two active founders and dangerous with passive investors in the mix. If you have members who only put in money, manager-managed is almost always the right structure, and the box needs to match what you told the state on the formation filing.
Capital Contributions and Capital Calls
Records what each member paid in and what happens if the company needs more money later.
Look at the consequence of declining a capital call. Dilution is the normal remedy; a personal obligation to fund is not, and a member should refuse language that turns a capital call into an enforceable debt. Members contributing property or services should confirm the agreed value on the exhibit, since that number drives both the capital account and the tax result.
Allocations vs Distributions
Separates the taxable income charged to a member each year from the cash actually paid out.
Members are taxed on allocated income even in a year when the company distributes nothing, which produces the classic phantom income problem. If you are a minority member without the votes to force a distribution, the tax distribution provision is the only thing standing between you and a tax bill on money you never received. Confirm it is mandatory rather than discretionary.
Reserved Matters and Voting Thresholds
Lists the major decisions that need a supermajority rather than a simple majority of interests.
A minority member with no reserved matters can be diluted, out-voted, and locked out entirely while still owing tax on allocated income. Push for consent rights over issuing new units, amending the agreement, and related-party transactions. A majority member should keep the list tight so routine business does not need unanimous sign-off.
Transfer Restrictions and Right of First Refusal
Prevents members from selling their stake to an outsider without first offering it to the company and the other members.
Check the election periods, because sixty days of combined waiting can kill a real offer. Also note the split between economic rights and membership rights: an unapproved buyer usually gets the cash flow but no vote, which is a serious discount a seller should understand before negotiating a price with a third party.
Buyout on a Triggering Event
Gives the company the option to buy back units when a member dies, becomes disabled, divorces, or exits.
The valuation method is the whole ballgame. An annually updated agreed value only works if the members actually update it, and a stale number can badly underpay an estate. On the other side, an appraisal-based buyout with a short payment schedule can drain the cash the business needs to survive the departure, so the installment terms deserve as much attention as the price.
Indemnification of Members and Managers
Commits the company to cover losses and legal costs of members and managers acting on its behalf.
Read the carve-outs. Fraud, intentional misconduct, and improper personal benefit are standard exclusions and should stay. Managers should confirm the company can advance expenses as they are incurred, since an indemnity that only reimburses after a case ends is worth much less than it sounds when the legal bills start arriving.
Frequently Asked Questions
Is an operating agreement required for a Wisconsin LLC?▾
Does a Wisconsin operating agreement need to be filed or notarized?▾
Does a single-member Wisconsin LLC need an operating agreement?▾
How did Wisconsin’s Chapter 183 rewrite affect existing LLCs?▾
Does a single-member LLC need an operating agreement?▾
Is an operating agreement required by law?▾
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