How Wisconsin’s New Business Entity Law affects LLCs

June 8, 2022

• Posted By: Griffin E. Bliler & Joseph A. Camilli & Daniel S. Welytok

• Practice Area: Business and Corporate Law

On April 15, 2022, Wisconsin enacted a new business entity law (2021 Wisconsin Act 258). Among other changes, the law restates Chapter 183 governing limited liability companies (LLCs) based on the Revised Uniform Limited Liability Company Act (RULLCA) already adopted by many other states. Below is more information about the law’s effective date and key changes for Wisconsin LLCs.

Effective Date: On January 1, 2023, the new law will govern all existing and future LLCs. An LLC can elect to be governed by the new law earlier by amending its Operating Agreement and filing a Statement of Applicability with the Wisconsin Department of Financial Institutions (DFI). An LLC can also opt-out and remain governed by the old law by amending its Operating Agreement and filing a Statement of Nonapplicability with the DFI before January 1. Even if an LLC does not opt-out, any terms of its Operating Agreement that were valid under the old law will remain valid under the new law.

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