By:  Attorney Samuel J. Spurney

In April of 2022, Governor Tony Evers signed into law 2021 Wisconsin Act 258, introducing significant changes to the law governing Wisconsin limited liability companies (LLCs). On January 1, 2023, the Revised Uniform Limited Liability Company Act will govern Wisconsin LLCs (WULLCL).

How Does This Change Affect My Current LLC?

For currently formed Wisconsin LLCs or LLCs created on or before December 31, 2022, you have three options:

1) File a Statement of Nonapplicability with the Wisconsin Department of Financial Institutions (WDFI) by December 31, 2022. Such Statement of Nonapplicability is an election that will allow your LLC to continue to be governed by the current version of Chapter 183 and your LLC will not be subject to the WULLCL as of January 1, 2023;

2) File a Statement of Applicability, which is an election allowing you to “opt in” and be subject to the WULLCL prior to January 1, 2023; or

3) Take no action.  Taking no action will mean that on January 1, 2023, your LLC will be automatically opted in and governed by WULLCL.

How Does This Change Affect any LLCs I form on or after January 1, 2023?

All Wisconsin LLCs formed on or after January 1, 2023 will be governed by the WULLCL.  There is no ability to file a Statement of Nonapplicability on or after January 1, 2023.  Note that if an LLC files a statement of Nonapplicability on or before December 31, 2022, such LLC can choose to opt into being governed by the WULLCL at a later date.

How do I file a Statement of Nonapplicability /Statement of Applicability?

The WDFI website is the place to make such elections, and links to each form can be found here:

Statement of Applicability: https://www.wdfi.org/_resources/indexed/site/corporations/dfi-corp-399-599.pdf

Statement of Non-Applicability:       https://www.wdfi.org/_resources/indexed/site/corporations/dfi-corp-398-598.pdf

What Are Suggested Next Steps?

If you file a statement of Applicability and elect for your LLC to be governed by WULLCL or if you intend to take no action and be subject to the WULLCL starting on January 1, 2023, it is crucial that you review your operating agreement to determine if there are any provisions that will be affected or nullified by the WULLCL.

LLCs that timely file a Statement of Nonapplicability and choose to opt out of governance under the WULLCL likely do not need to review or make changes to their current operating agreement, however, it is crucial that a  Statement of Nonapplicability is timely submitted to and filed by the WDFI by December 31, 2022.

If you have questions or would like to discuss the effect of the LLC law change on your business, please do not hesitate to contact Steimle Birschbach, LLC.  We would be honored to represent you and your business.  Straight Talk. Solid Advice.  That’s our way of doing business.

This blog post is provided for informational purposes only and by its very nature is very general.  This information is not intended as legal advice.

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