How do I Change a Member on an LLC in WI?

By Salvatore Jackson

Wisconsin law regulates the creation and maintenance of all businesses organized in Wisconsin, including limited liability companies, or LLCs. The owners of an LLC are called members. During the life of an LLC, it may become necessary to either add or remove LLC members. Neither the Wisconsin Department of Financial Institutions nor the Wisconsin Department of Revenue requires LLCs to disclose either a list of their members or changes to the membership of an LLC.

Wisconsin law regulates the creation and maintenance of all businesses organized in Wisconsin, including limited liability companies, or LLCs. The owners of an LLC are called members. During the life of an LLC, it may become necessary to either add or remove LLC members. Neither the Wisconsin Department of Financial Institutions nor the Wisconsin Department of Revenue requires LLCs to disclose either a list of their members or changes to the membership of an LLC.

Step 1

Determine whether the LLC has an operating agreement that specifically regulates the admission and removal of members. An operating agreement is a written contract formed among members of an LLC that regulates the management of an LLC. An operating agreement will typically provide a method for adding and removing members. If there is no operating agreement, the Wisconsin Limited Liability Company Act provides default procedures for adding and removing members.

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Step 2

Follow the voting procedures of the operating agreement if there is one. Typically, an operating agreement will require either a majority or unanimous consent of members to admit a new member.

Step 3

Contract to have the new member acquire an interest in the LLC if there is no operating agreement and you are adding a member. Under the default procedures found in the Wisconsin LLC statute, any individual who acquires an interest in the LLC automatically becomes a member. There is no provision requiring a vote of LLC members to admit a new member.

Step 4

Have the member submit written notice of resignation to the LLC or conduct a vote among members of the LLC if there is no operating agreement and you are removing a member. Under the Wisconsin LLC statute, more than 50 percent of LLC members must approve of the removal of a member.

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References

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All 50 states and the District of Columbia authorize the use of a limited liability company entity structure for businesses. A majority of these jurisdictions have adopted the guiding principles of the Revised Uniform Limited Liability Company Act, or RULLCA, which provides LLCs with a perpetual and indefinite life. Perpetual existence of the LLC entity applies irrespective of the presence of active business operations.

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