Keeping owners, managers, and stakeholders up to date on issues affecting their businesses.
Wisconsin's LLC statutes were restated effective January 1, 2023. The restatement may not materially affect existing robust operating agreements, but it did introduce some new terms. If you are looking to amend or restate your LLC's current operating agreement or are drafting a new one, there are some changes to consider.
On March 1, 2024, the U.S. District Court of the Northern District of Alabama, Northeastern Division, granted summary judgment in National Small Business United v. Yellen. The case, filed by the National Small Business Association (NSBA) and others, alleged that the passage and enforcement of the Corporate Transparency Act (CTA) exceeded the U.S. Constitution’s limits on congressional power.
On September 29, 2022, the Financial Crimes Enforcement Network (FinCEN) issued a final rule (the Final Rule) implementing the Corporate Transparency Act’s beneficial ownership information (BOI) provisions.
A member’s right to payment after withdrawing from the LLC depends on what law or agreement governs the LLC. If the LLC is governed by the Old Law, a member would be entitled to cash out; if the LLC is governed by the New Law, the member is required to let it ride; and if the LLC has an operating agreement, the member is likely bound by the agreement made among the members. The stakes can be high for both the withdrawing member and the ongoing LLC business, and the parties’ rights are not always clear.
WDFI's last business day of 2022 with office hours is Friday, December 30, 2022 from 7:45am to 4:30pm. If you are planning to file a Statement of Nonapplicability with WDFI to opt out of Wisconsin's New LLC Law, acceptable Statements should be received by WDFI before then to be considered timely filed (notwithstanding that the instructions on the form say to file no later than December 31, 2022). WDFI's processing time is about five business days.
The New Law’s provisions will apply to all LLCs starting January 1, 2023 including LLCs that were formed prior to the effective date. If you do nothing, the New Law will govern your LLC beginning on the effective date.
This third article in Boardman Clark's Wisconsin Uniform Limited Liability Company Law Series highlights certain changes to Subchapters I and III of Chapter 183 that will be of interest to those doing business in Wisconsin.
This third article in Boardman Clark’s Wisconsin Uniform Limited Partnership Law Series highlights certain changes to Subchapter II of Chapter 179 that will be of interest to those doing business in Wisconsin.
This second article in Boardman Clark’s Wisconsin Uniform Limited Partnership Law Series highlights certain changes to Subchapter I of Chapter 179 that will be of interest to those doing business in Wisconsin.
This second article in Boardman Clark's Wisconsin Uniform Limited Liability Company Law Series highlights certain changes to Subchapters I and II of Chapter 183 that will be of interest to those doing business in Wisconsin.
On April 15, 2022, Tony Evers signed Senate Bill 566/Act 258 into law, repealing and recreating Chapter 183 (the Wisconsin Uniform Limited Liability Company Law, or "WULLCL"), which governs limited liability companies. Among the Act's various provisions, it generally adopts the Revised Uniform Limited Liability Company Act, subject to certain intentional differences. This article highlights certain changes in the WULLCL that will be of interest to those doing business in Wisconsin.
On April 15, 2022, Tony Evers signed Senate Bill 566/Act 258 into law. This article highlights certain changes in the WUPL that will be of interest to those doing business in Wisconsin.
When new entities such as limited liability companies (LLCs) are registered with the Wisconsin Department of Financial Institutions (WDFI), they may be put on a mailing list that can be purchased by third parties. We have had clients receive third-party solicitations within a day or two of their entity registering with WDFI.
For many business owners, there comes a time when it makes sense to move from a sole proprietorship or partnership to a more formal business entity, such as a limited liability company (LLC) or corporation. There are many possible reasons, but a common one is that the owners want to utilize the personal liability protection that those entities offer.
When starting a business, you should strongly consider forming a legal entity, such as a limited liability company (LLC), to operate the business.
Wisconsin partnerships, including limited liability partnerships, could be governed by new statutory rules after January 1, 2018, thanks to the passing of 2015 Wisconsin Act 295 (the “Act”).
A statutory close corporation allows for more flexibility than typically allowed with a “regular” corporation.