A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.
Title: Wisconsin Sample Limited Liability Company LLC Operating Agreement with Capital Contributions Determining Interest Shares Keywords: Wisconsin LLC operating agreement, limited liability company, capital contributions, interest shares, agreement types Introduction: The Wisconsin Sample Limited Liability Company (LLC) Operating Agreement with Capital Contributions determining interest shares is a legally binding document that outlines the internal operations and guidelines for a Wisconsin-based LLC. This agreement helps guide the LLC's members, determine their ownership rights and responsibilities, and establish rules for capital contributions and the allocation of interest shares. 1. Operating Agreement Types: a. Single Member LLC Operating Agreement: This agreement is designed for LCS with only one member or owner. b. Multi-Member LLC Operating Agreement: This agreement caters to LCS with multiple members or owners. 2. Organizational Details and Name: The operating agreement outlines the LLC's name, principal place of business, purpose, effective date, and duration. It also defines the organizational structure, including the members' titles (managers or managing members) and their roles. 3. Initial Capital Contributions: This section details the initial capital contributions made by each member when the LLC is formed. It specifies the amounts contributed, payment methods, and the schedule for such contributions. 4. Capital Accounts: The operating agreement determines how capital accounts are maintained for each member. It explains how profits, losses, and distributions will be allocated among the members based on their capital contributions and agreed-upon percentages or interest shares. 5. Membership Interests: This section outlines each member's ownership percentage or interest share and their rights and responsibilities within the LLC. It covers voting rights, decision-making processes, and any limitations on transferring ownership interests. 6. Member Meetings and Voting: The operating agreement establishes rules for member meetings, voting requirements, and procedures to address major decisions or changes affecting the LLC. It may outline provisions for regular or special meetings, quorum requirements, and voting rights. 7. Profits and Losses Allocation: This section describes how profits and losses will be allocated among the members. It may outline a predetermined ratio or formula based on their interest shares or capital contributions. 8. Distributions: The agreement establishes the rules for distributing profits or available funds to the members. It can include guidelines for regular distributions, tax distributions, or special distributions as decided by the LLC's management. 9. Dissolution: The operating agreement outlines the conditions under which the LLC may be dissolved, including events such as member withdrawal, bankruptcy, or unanimous agreement. It also details the procedures for winding up the company's affairs and distributing the remaining assets. Conclusion: The Wisconsin Sample Limited Liability Company LLC Operating Agreement with Capital Contributions determining interest shares provides a comprehensive framework for managing and operating an LLC in Wisconsin. It ensures clarity, fairness, and transparency among members regarding their ownership interests, capital contributions, profits, and decision-making processes.
