Wisconsin does not require a written operating agreement to form an LLC. But Chapter 183, rewritten by 2021 Wisconsin Act 258, gives the agreement broad power to replace many statutory default rules. When the agreement does not address an issue, Chapter 183 fills the gap, and some of those defaults may surprise LLC owners.
Choose the version that matches your Wisconsin LLC structure.
Does a Wisconsin LLC Need an Operating Agreement?
No. Wisconsin forms an LLC through Articles of Organization filed with the Department of Financial Institutions, not by filing an operating agreement. The DFI currently charges $130 for online formation and $170 for paper filing. See the Wisconsin DFI’s LLC filing directions.
A written agreement is still unusually important in Wisconsin because state law can recognize oral or implied terms, while some choices work only through a written operating agreement. There is also a Wisconsin-specific transition rule: an LLC formed before 2023 that timely filed a Statement of Nonapplicability can remain governed by the 2019 version of Chapter 183.
Notarization is not a condition for an operating agreement under the current statute. Wisconsin expressly recognizes agreements that can be oral or implied, not just formally executed records.
How Wisconsin Defines an LLC Operating Agreement
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in s. 183.0105 (1). The term includes the agreement as amended or restated.
Wisconsin defines an operating agreement broadly. It can consist of oral, implied, recorded, or combined terms, and the definition expressly includes an agreement of a sole member. § 183.0105 then establishes the matters the agreement may govern and the statutory rules that apply when it is silent.
Wisconsin does not limit an operating agreement to one signed document. Oral agreements, implied arrangements, records, or a combination of those forms can fall within the statutory definition.
The definition specifically includes a sole member, so Wisconsin law recognizes an operating agreement even when the LLC has only one member.
§ 183.0105(1)–(2) gives the operating agreement control over the matters it addresses, including member relationships, manager rights and duties, company affairs, amendment procedures, and certain entity transactions. When the agreement does not address one of those matters, Chapter 183 supplies the rule.
Wisconsin LLC Default Rules Under the Current Chapter 183
These are the current Chapter 183 rules most worth addressing in writing. One important exception applies to some older companies: a pre-2023 LLC that timely opted out can remain under the 2019 statute, so its defaults may differ. See Wis. Stat. § 183.0110 on applicability.
The LLC is member-managed unless a written operating agreement says it is manager-managed.
§ 183.0407(1)In a member-managed LLC, management rights follow contribution value, or partnership capital accounts for an LLC taxed as a partnership. Most non-reserved disagreements are decided by a majority of the members’ transferable interests.
§ 183.0407(2)(b)-(c)Simply being a member does not make someone an agent of the LLC. Wisconsin separately allows a statement of authority to establish or limit authority toward outsiders.
§§ 183.0301-183.0302Pre-dissolution distributions follow contribution value, or partnership capital accounts where applicable. Leaving the LLC does not itself create a right to a payout.
§ 183.0404A manager can be removed at any time, without notice or cause, by consent of a majority of the members’ transferable interests.
§ 183.0407(3)(d)If the agreement does not establish another amendment rule, the statutory default requires all members to consent.
§ 183.0407(2)(e), (3)(c)