Articles of Organization

In the process of any Wisconsin LLC formation, articles of organization must be signed and delivered by one or more persons to the Wisconsin Secretary of State. To ensure proper Wisconsin LLC formation, state law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • A statement that the LLC is organized under this chapter
  • The street address of the registered office and the name of the registered agent at that office
  • A statement as to whether the LLC will be managed by managers
  • The name and address of each organizer of the LLC
  • The delayed effective date and time of the articles of organization, if applicable


Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy are delivered to the Secretary of State for filing. A filed document must include a signature by a member, manager, or attorney-in-fact and indicate the name and the title (capacity) of the person signing the document.

Additionally, the process of Wisconsin LLC formation generally requires inclusion and/or consideration of the following:

Operating Agreement

Although not required, LLC member may adopt an operating agreement to regulate the internal affairs of the company, which may be amended or repealed as allowed by the agreement or applicable law.


A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Procedure for Membership: The member may acquire an interest in the LLC prior to or during formation
    • Directly from the company upon formation or
    • In compliance with any operating agreement, or record, of the company
  • A member may acquire an interest in the LLC after formation of the LLC
    • With the consent of all members
  • An assignee acquires an interest in the LLC
    • in compliance with the operating agreement or
    • directly from the company as reflected in the records

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member must resign in accordance with the operating agreement if it so provides for resignation
  • A member with an interest for no or nominal consideration may not resign from a LLC except in accordance with the operating agreement of the company
  • A LLC may pursue certain remedies against a resigning member for damages caused by dissociation

Prohibited Acts: No member shall act or fail to act in any of the following ways:

  • A willful failure to deal fairly with the LLC or LLC members in connection with a material conflict of interest
  • A violation of criminal law unless the manager or member believed the act was lawful
  • A transaction providing improper personal profit
  • Willful misconduct

If the member or manager derives an improper personal profit from a transaction, he will be deemed a trustee for that amount and shall be accountable for

  • a transaction connected with the organization, conduct or winding up of the LLC and/or
  • a use a member or manager of the property of a limited liability company, including confidential or proprietary information or other matters entrusted to the person as a result of the person’s status as member or manager

An operating agreement may impose duties on its members and managers in addition to a transaction connected with the organization, conduct or winding up of the LLC


The contributions of a member to the limited liability company may consist of cash, property or services rendered, or promissory notes or other written obligations to provide cash or property or to perform services.