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Keeping owners, managers, and stakeholders up to date on issues affecting their businesses.

Authority to Sue on Behalf of a Wisconsin LLC After Marx V Morris

In Marx v. Morris, 2019 WI 34, 386 Wis. 2d 122, 925 N.W.2d 112, the Wisconsin Supreme Court addressed the question of whether an LLC member has standing to assert a claim against another member of the same LLC based on an injury suffered primarily by the LLC (rather than by the individual member asserting the claim). That is, can an LLC member bring a claim on behalf of the LLC itself, or are they limited to "derivative claims," as are shareholders in a corporation? The court concluded that members do have standing to assert individual claims against other members and managers of the LLC based on harm to the LLC itself (in addition to claims based on harm to the individual member) and are not limited to derivative claims.

National Beneficial Ownership Reporting Coming for Wisconsin Limited Liability Companies and Other Entities

While Chapter 183 of the Wisconsin Statutes (Wisconsin’s Limited Liability Company Act) does not require listing the members of a limited liability company (LLC) in the LLC’s operating agreement or annual report, the Corporate Transparency Act, adopted as Title LXIV of the 2021 National Defense Authorization Act (the NDAA), requires the creation of a national database of the “beneficial ownership” of many entities, including LLCs. Therefore, federal reporting of certain LLC members will be required in the future.

Second Draw Paycheck Protection Program Loans

For certain eligible employers who have already received and used (or will use) the proceeds of a PPP Loan, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Act”) provides funding for a Second Draw PPP Loan until March 31, 2021. These Second Draw PPP Loans are generally subject to the same terms, conditions, and processes as First Draw PPP Loans.

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