reglab/housing_qa huggingface dataset:
WI Stat § 183.0402 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0402 - Duties of managers and members.

183.0402  Duties of managers and members. Unless otherwise provided in an operating agreement: (1) No member or manager shall act or fail to act in a manner that constitutes any of the following:(a) A willful failure to deal fairly with the limited liability company or its members in connection with a matter in which the member or manager has a material conflict of interest.(b) A violation of criminal law, unless the member or manager had reasonable cause to believe that the person's conduct was lawful or no reasonable cause to believe that the conduct was unlawful.(c) A transaction from which the member or manager derived an improper personal profit.(d) Willful misconduct. (2) Every member and manager shall account to the limited liability company and hold as trustee for it any improper personal profit derived by that member or manager without the consent of a majority of the disinterested members or managers, or other persons participating in the management of the limited liability company, from any of the following:(a) A transaction connected with the organization, conduct or winding up of the limited liability company.(b) A use by 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. (3) An operating agreement may impose duties on its members and managers that are in addition to those provided under sub. (1).History:  1993 a. 112; 1995 a. 400.Reading ss. 183.0402 and 183.0404 together, members with a material conflict of interest are not prevented from voting their ownership interest with respect to a given matter. Rather, they are prohibited from acting in a manner that constitutes a willful failure to deal fairly with the LLC or its other members by willfully acting, or failing to act, in a manner that will have the effect of injuring the LLC or its other members. Gottsacker v. Monnier, 2005 WI 69, 281 Wis. 2d 361, 697 N.W.2d 436, 03-0457.Polishing Up Wisconsin's Fiduciary Duties in LLC Law to Attract New Suitors. Brunk. 101 MLR 863 (2018).The First LLC Case. Boucher & Kamperschroer. Wis. Law. Sept. 2005.Fiduciary Duties of LLC Members and Managers. Boucher & Kramer. Wis. Law. Jan. 2018.
WI Stat § 183.0403 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0403 - Limitation of liability and indemnification of members and managers.

183.0403  Limitation of liability and indemnification of members and managers. (1) In this section:(a) “Expenses" has the meaning given in s. 180.0850 (3).(b) “Liabilities" include the obligation to pay a judgment, settlement, forfeiture, or fine, including an excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses. (2) A limited liability company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager. (3) An operating agreement may alter or provide additional rights to indemnification of liabilities or allowance of expenses to members and managers. (4) Notwithstanding subs. (2) and (3), a limited liability company may not indemnify a member or manager for liabilities or permit a member or manager to retain any allowance for expenses provided under those subsections unless it is determined by or on behalf of the limited liability company that the liabilities or expenses did not result from the member's or manager's breach or failure to perform a duty to the limited liability company as provided in s. 183.0402. (5) Unless otherwise provided in an operating agreement, all of the following apply:(a) A member or manager who is a party to a proceeding because the person is a member or manager shall be conclusively presumed not to have breached or failed to perform a duty to the limited liability company to the extent that the member or manager has been successful on the merits or otherwise in the defense of the proceeding.(b) In situations not described in par. (a), the determination of whether a member or manager, who is a party to a proceeding because the person is a member or manager, has breached or failed to perform a duty to the limited liability company, or whether the liability or expenses resulted from the breach or failure, shall be made by the vote of the members that meets the requirements under s. 183.0404 (1) (a), except that the vote of any member who is a party to the same or a related proceeding shall be excluded unless all members are parties.History:  1993 a. 112; 1995 a. 400; 2003 a. 139.
WI Stat § 183.0501 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0501 - Contributions.

183.0501  Contributions. (1) A member's contributions to a 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. (2) The value of a member's contribution shall be determined in the manner provided in an operating agreement. If the members do not enter into an operating agreement or if an operating agreement does not so provide, the value of a contribution shall be approved by the members under s. 183.0404 (2) (f). That value shall be properly reflected in the records and information kept by the limited liability company under s. 183.0405 (1) and the value shall be binding and conclusive on the limited liability company and its members.History:  1993 a. 112.
WI Stat § 183.0502 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0502 - Liability for contribution.

183.0502  Liability for contribution. (1) An obligation of a member to provide cash or property or to perform services as a contribution to a limited liability company is not enforceable unless specified in a writing signed by the member. (2) Unless otherwise provided in an operating agreement, a member is obligated to a limited liability company to perform any enforceable promise to provide cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not provide cash, property or services as promised, the member is obligated at the option of the limited liability company to provide cash equal to that portion of the value, as stated in the records required to be kept under s. 183.0405 (1), of the stated contribution that has not been fulfilled. (3) Unless otherwise provided in an operating agreement, a member's obligation to provide cash or property or perform services as a contribution to the limited liability company may be compromised only by the written consent of all of the members.History:  1993 a. 112.
WI Stat § 183.0503 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0503 - Allocation of profits and losses.

183.0503  Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members in the manner provided in an operating agreement. If the members do not enter into an operating agreement or the operating agreement does not so provide, profits and losses shall be allocated on the basis of value, as stated in the records required to be kept under s. 183.0405 (1), of the contributions made by each member.History:  1993 a. 112.
WI Stat § 183.0504 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0504 - Series of members, managers, or limited liability company interests.

183.0504  Series of members, managers, or limited liability company interests. An operating agreement may establish, or provide for the establishment of, designated series or classes of members, managers, or limited liability company interests that have separate or different preferences, limitations, rights, or duties, with respect to profits, losses, distributions, voting, property, or other incidents associated with the limited liability company.History:  2001 a. 44.
WI Stat § 183.0601 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0601 - Interim distributions.

183.0601  Interim distributions. Except as provided in this subchapter, a member is entitled to receive distributions from a limited liability company, before the member's dissociation from the limited liability company and before its dissolution and winding up, to the extent and at the times or upon the events specified in an operating agreement, or, if not otherwise provided in an operating agreement, to the extent and at the times determined by the members or managers under s. 183.0404 (1).History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0602 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0602 - Allocation of distributions.

183.0602  Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members as provided in an operating agreement. If the members do not enter into an operating agreement or the operating agreement does not so provide, distributions shall be allocated in the same manner that profits are allocated under s. 183.0503.History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0603 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0603 - Distribution upon partial redemption.

183.0603  Distribution upon partial redemption. Except as provided in this subchapter, upon the distribution in partial redemption by a limited liability company of a member's interest, the redeeming member is entitled to receive with respect to the redeemed interest any distribution to which the member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, within a reasonable time after the redemption, the redeeming member is entitled to receive the fair value of the redeemed interest as of the date of redemption based on the member's right to share in distributions from the limited liability company.History:  1993 a. 112.
WI Stat § 183.0604 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0604 - Distribution upon dissociation.

183.0604  Distribution upon dissociation. Except as otherwise provided in this subchapter, upon an event of dissociation under s. 183.0802 that does not cause dissolution of the limited liability company, a dissociating member is entitled to receive any distribution to which the member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, within a reasonable time after dissociation, the dissociating member is entitled to receive a distribution in complete redemption of the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company.History:  1993 a. 112.
WI Stat § 183.0605 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0605 - Distribution in kind.

183.0605  Distribution in kind. Unless otherwise provided in an operating agreement, all of the following apply: (1) A member may not demand and receive any distribution from a limited liability company in any form other than cash, regardless of the form of the member's contribution to the limited liability company. (2) A member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the member exceeds the percentage in which the member shares in distributions from the limited liability company.History:  1993 a. 112.
WI Stat § 183.0606 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0606 - Right to distribution.

183.0606  Right to distribution. At the time that a member becomes entitled to receive a distribution from a limited liability company, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.History:  1993 a. 112.
WI Stat § 183.0607 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0607 - Limitations on distribution.

183.0607  Limitations on distribution. (1) A limited liability company may not declare or make a distribution to any of its members if, after giving effect to the distribution, any of the following would occur:(a) The limited liability company would be unable to pay its debts as they become due in the usual course of business.(b) The fair value of the limited liability company's total assets would be less than the sum of its total liabilities plus, unless an operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members, if any, whose preferential rights are superior to those of the members receiving the distribution. (2) A limited liability company may base a determination that a distribution is not prohibited by sub. (1) on any of the following:(a) Financial statements and other financial data prepared on the basis of accounting practices and principles that are reasonable under the circumstances.(b) A fair valuation or other method that is reasonable under the circumstances. (3) Except as provided in sub. (5), the effect of a distribution for purposes of sub. (1) is measured as of the following date:(a) The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization.(b) The date on which payment is made if the payment occurs more than 120 days after the date of authorization. (4) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company's indebtedness to its general, unsecured creditors, except to the extent subordinated by written agreement. This subsection does not affect the validity or priority of a security interest in a limited liability company's property that is created to secure the indebtedness to the member. (5) Indebtedness of a limited liability company, including indebtedness issued as a distribution, is not considered a liability for purposes of a determination under sub. (1) if the terms of the indebtedness provide that payment of principal and interest is to be made only if, and to the extent that, payment of a distribution to members could then be made under this section. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date on which the payment is made.History:  1993 a. 112.
WI Stat § 183.0608 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0608 - Liability for wrongful distribution.

183.0608  Liability for wrongful distribution. (1) Except as provided in sub. (3), a member or manager who votes for or assents to a distribution in violation of s. 183.0607 or of an operating agreement is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating s. 183.0607 or the operating agreement. (2) Each member or manager who is liable under sub. (1) for a wrongful distribution is entitled to contribution from all of the following persons:(a) Every other member or manager who could be held liable under sub. (1) for the wrongful distribution.(b) Every member for the amount that the member received knowing that the distribution was made in violation of s. 183.0607 or of an operating agreement. (3) A proceeding under this section is barred unless it is brought within 2 years after the date on which the effect of the distribution was measured under s. 183.0607.History:  1993 a. 112.
WI Stat § 183.0701 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0701 - Ownership of limited liability company property.

183.0701  Ownership of limited liability company property. (1) All property originally transferred to or subsequently acquired by or on account of a limited liability company is property of the limited liability company and not of the members individually. (2) Property acquired with limited liability company funds is presumed to be limited liability company property. (3) Property may be acquired, held and conveyed in the name of a limited liability company. Any interest in real property may be acquired in the name of a limited liability company and title to any interest so acquired shall vest in the limited liability company rather than in the members individually.History:  1993 a. 112.
WI Stat § 183.0702 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0702 - Transfer of property.

183.0702  Transfer of property. (1) Except as provided in sub. (2), property of a limited liability company held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company. (2) If management of a limited liability company is vested in one or more managers, all of the following apply:(a) Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company.(b) A member who is not a manager does not have authority, in the member's capacity as a member, to transfer title to property of the limited liability company.History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0703 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0703 - Nature of limited liability company interest.

183.0703  Nature of limited liability company interest. A limited liability company interest is personal property.History:  1993 a. 112.
WI Stat § 183.0704 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0704 - Assignment of limited liability company interest.

183.0704  Assignment of limited liability company interest. (1) Unless otherwise provided in an operating agreement, all of the following apply:(a) A limited liability company interest is assignable in whole or in part.(b) An assignment of a limited liability company interest entitles the assignee to receive only the distributions and to share in the allocations of profits and losses to which the assignor would be entitled with respect to the assigned interest.(c) An assignment of a limited liability company interest does not dissolve the limited liability company.(d) Unless and until the assignee becomes a member of the limited liability company under s. 183.0706, an assignment of a limited liability company interest does not entitle the assignee to participate in the management of the business of the limited liability company or to become or exercise any rights of a member nor does an assignment result in the assignee having liability as a member of the limited liability company as a result of the assignment.(e) Unless and until the assignee of a limited liability company interest becomes a member of the limited liability company under s. 183.0706, the assignor continues to be a member and to have the power to exercise the rights of a member, subject to the members' right to remove the assignor under s. 183.0802.(f) The assignor of a limited liability company interest is not released from any personal liability arising under this chapter as a member of the limited liability company solely as a result of the assignment. (2) An operating agreement may provide that a member's limited liability company interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the assignment or transfer of any interest represented by the certificate. (3) Unless otherwise provided in an operating agreement, the pledge of, or the granting of a security interest, lien or other encumbrance in or against any or all of a member's limited liability company interest is not an assignment and shall not cause the member to be an assignor or to cease to have the power to exercise any rights or powers of a member.History:  1993 a. 112.When Does a Member's Interest in an LLC Become a Security? Briska. Wis. Law. Sept. 1994.
WI Stat § 183.0705 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0705 - Rights of judgment creditor.

183.0705  Rights of judgment creditor. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's limited liability company interest with payment of the unsatisfied amount of the judgment. To the extent so charged, the judgment creditor has only the rights of an assignee of the member's limited liability company interest. This section does not deprive any member of the benefit of any exemption laws applicable to the limited liability company interest.History:  1993 a. 112.
WI Stat § 183.0706 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0706 - Right of assignee to become a member.

183.0706  Right of assignee to become a member. (1) Unless otherwise provided in an operating agreement, an assignee of a limited liability company interest may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument that is dated and signed by the member. (2) (a) An assignee of a limited liability company interest who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of the assignor under an operating agreement and this chapter. An assignee who becomes a member is liable for any of the assignor's obligations under an operating agreement and this chapter to the limited liability company.(b) Notwithstanding par. (a), an assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member or which could not be ascertained from any written records of the limited liability company kept under s. 183.0405 (1). (3) Unless otherwise provided in an operating agreement, an assignor of a limited liability company interest is not released from any liability of the assignor to the limited liability company under this chapter without the written consent of all of the members, whether or not the assignee becomes a member.History:  1993 a. 112; 1995 a. 400.
WI Stat § 183.0707 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 183 - Limited liability companies.|183.0707 - Powers of legal representative.

183.0707  Powers of legal representative. If a member who is an individual dies or is adjudged to be incompetent to manage his or her person or estate by a court of competent jurisdiction, the member's personal representative, administrator, guardian, conservator, trustee or other legal representative shall have all of the rights of an assignee of the member's interest. If a member is a corporation, trust, partnership, limited liability company or other entity and is dissolved or terminated, its legal representative or successor shall have all of the rights of an assignee of the member's interest.History:  1993 a. 112; 1995 a. 400.