Article 1 - Formation
- The Company was formed upon the filing of Articles of Organization with the Wisconsin Department of Financial Institutions under Wis. Stat. ch. 183 (the Wisconsin Uniform Limited Liability Company Act, as amended).
- The name of the Company is [[LLC Full Legal Name]]. The Company may conduct business under any assumed name permitted by law.
- The principal office of the Company is located at [[Principal Office Address]], or such other location as the Members may determine.
- The Company shall have perpetual duration unless dissolved earlier in accordance with this Agreement or applicable law.
Article 2 - Purpose
The purpose of the Company is to engage in any lawful business or activity for which limited liability companies may be organized under Wisconsin law, including without limitation [[Primary Business Purpose]] and any related or ancillary activities.
Article 3 - Members, Capital Contributions, and Capital Accounts
- The initial Members, their Percentage Interests, and their initial Capital Contributions are set forth in Schedule A.
- No Member shall be required to make additional Capital Contributions unless agreed in a writing signed by that Member.
- The Company shall maintain capital accounts for each Member in accordance with Treas. Reg. § 1.704-1(b) and applicable tax rules. Capital accounts shall be adjusted for contributions, allocations of profits and losses, and distributions.
- Percentage Interests shall be adjusted upon admission of new Members or upon additional contributions as agreed by the required vote of Members.
- No interest shall accrue or be payable on any Member's capital contribution or capital account balance unless otherwise agreed in writing.
Article 4 - Management and Voting
[[Select one: "The Company shall be member-managed." OR "The Company shall be manager-managed. The initial Manager(s) are: [[Manager Name(s)]]."]]
- In a member-managed Company, each Member has equal authority to bind the Company in the ordinary course of business, subject to any limitations in this Agreement.
- The following actions require the affirmative vote or written consent of Members holding at least [[Voting Threshold, e.g., "a majority" or "75%"]] of the Percentage Interests:
a. Admission of additional Members or issuance of new Interests.
b. Sale, lease, or encumbrance of substantially all Company assets.
c. Borrowing or incurring debt in excess of [[Debt Threshold Amount]].
d. Amendment of this Agreement or the Articles of Organization.
e. Merger, conversion, or voluntary dissolution of the Company.
f. Any other action designated as a "Major Decision" by this Agreement.
- Meetings may be called by any Member upon reasonable notice. Action may be taken without a meeting by written consent of the Members holding the required percentage of Interests.
- Each Member's voting power shall be proportionate to the Member's Percentage Interest unless otherwise provided in a written operating agreement or required by tax rules.
Article 5 - Allocations and Distributions
- Profits and losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, or as otherwise required to comply with Treas. Reg. § 1.704-1(b) (including qualified income offset, minimum gain chargeback, and partner nonrecourse deduction rules).
- Distributions shall be made at such times and in such amounts as the Members (or Manager, if applicable) determine, in their discretion, after reserving such amounts as they deem necessary for working capital, reserves, or anticipated liabilities.
- No distribution shall be made if, after giving effect to the distribution, the liabilities of the Company would exceed the fair market value of its assets.
Article 6 - Transfer of Interests; Right of First Refusal
- No Member may transfer, assign, pledge, or otherwise encumber all or any part of the Member's Interest without the prior written consent of Members holding at least [[Threshold, e.g., "a majority"]] of the Percentage Interests, except as provided in this Article.
- If a Member (the "Selling Member") receives a bona fide third-party offer to purchase all or part of the Selling Member's Interest, the Selling Member shall first offer such Interest to the Company and the other Members on the same terms and conditions pursuant to a right of first refusal procedure set forth in Schedule B or as agreed by the Members.
- Any permitted transferee shall be admitted as a Member only upon executing a joinder to this Agreement and satisfying any other conditions imposed by the Members.
Article 7 - Dissociation, Dissolution, and Liquidation
- A Member may dissociate from the Company only as permitted by Wis. Stat. ch. 183 and this Agreement. Wrongful dissociation may subject the dissociating Member to liability for resulting damages.
- The Company shall dissolve and wind up upon the first to occur of: (a) the written consent of Members holding the required percentage of Interests; (b) entry of a decree of judicial dissolution; (c) the occurrence of an event that makes it unlawful for the Company to carry on its business; or (d) any other event causing dissolution under the Act or this Agreement.
- Upon dissolution, the Company's assets shall be liquidated and the proceeds applied first to pay creditors, then to return capital contributions, and finally distributed to Members in accordance with positive capital account balances or Percentage Interests, as required by tax rules and the Act.
Article 8 - Indemnification and Liability
- The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by Wis. Stat. ch. 183 and other applicable law against any loss, damage, or expense arising out of or in connection with the Company's business, except for acts or omissions involving gross negligence, willful misconduct, or a knowing violation of law.
- No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager.
Article 9 - Tax Matters and Elections
- The Company is intended to be classified as a partnership (or disregarded entity if single-member) for federal and state income tax purposes unless the Members elect otherwise.
- The Members may elect S corporation taxation under I.R.C. § 1362 or other available elections by the required vote and shall execute any required forms.
- The "partnership representative" (or tax matters partner) under I.R.C. § 6223 and applicable Wisconsin rules shall be [[Name of Partnership Representative]] or such other person as the Members designate.
Article 10 - Records and Accounting
The Company shall maintain at its principal office (or other designated location) complete and accurate books and records, including a current list of Members, copies of this Agreement and any amendments, tax returns, and financial statements. Each Member shall have reasonable access to such records upon request during normal business hours.
Article 11 - Miscellaneous
- This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings. It may be amended only by a written instrument signed by the required percentage of Members.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
- If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.
- This Agreement may be executed in counterparts and by electronic signature.
- Headings are for convenience only.
Schedule A - Initial Members, Percentage Interests, and Capital Contributions
| Member Name | Percentage Interest | Initial Capital Contribution | Capital Account (Initial) |
|-------------|---------------------|------------------------------|---------------------------|
| [[Member 1 Name]] | [[XX%]] | $[[Amount or Description of Property]] | $[[Amount]] |
| [[Member 2 Name]] | [[XX%]] | $[[Amount]] | $[[Amount]] |
| [[Member 3 Name]] | [[XX%]] | [[Description]] | [[Value]] |
Total: 100%
Schedule B - Right of First Refusal / Buy-Sell Procedures (Summary)
- Selling Member gives written notice of bona fide offer to Company and other Members.
- Company and/or remaining Members have [[30]] days to elect to purchase on same terms.
- If not purchased, Selling Member may complete the third-party sale on the offered terms within [[60]] days, subject to admission conditions.
- Valuation for other triggering events (death, disability, divorce) to be determined by agreed appraisal or formula set forth in a separate buy-sell agreement if desired.
Article 12 - Dispute Resolution
Any dispute arising under this Agreement shall first be attempted to be resolved through good-faith negotiation. If not resolved within 30 days, the dispute may be submitted to mediation or binding arbitration in [[City, Wisconsin]] under the rules of the American Arbitration Association, or litigated in Wisconsin courts at the election of the complaining party.
Article 13 - Confidentiality Among Members
Members shall keep confidential all non-public information regarding the Company, its business, finances, and other Members, except as required for Company business or legal compliance.
Sample template for Wisconsin - not legal advice. Provisions reference Wis. Stat. ch. 183 (Uniform LLC Act), Treas. Reg. § 1.704-1(b) capital account and allocation rules, and general Wisconsin business entity law as of June 2026. Single-member LLCs have special considerations for liability protection and taxation. This document should be reviewed by qualified Wisconsin counsel and a tax advisor before use. Operating agreements may be oral, written, or implied under the Act; a written agreement is strongly recommended.
Article 14 - Effective Date and Counterparts
This Agreement is effective as of the date first written above when signed by all initial Members. It may be executed in any number of counterparts.
Article 15 - Notices Among Members
All notices among Members shall be in writing and delivered by email with read receipt, certified mail, or hand delivery to the addresses on file with the Company. Notice is effective upon receipt or three business days after mailing.
Article 16 - Construction
This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument to be drafted. The headings are for reference only.
