SUPPLEMENT UPDATE: Wisconsin Limited Liability Company: Forms and Practice Manual October 2023 (2.10)

by Jeffrey J. Storch, Esq. and Patrick P. Neuman, Esq. (2023)

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SUPPLEMENT UPDATE: Wisconsin Limited Liability Company: Forms and Practice Manual October 2023 (2.10)

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Jeffrey J. Storch is a partner in the Baraboo, Wisconsin office of Boardman & Clark LLP, where he focuses on business formation and operations, mergers and acquisitions, business taxation, and other regulatory compliance matters, and is the chair of the firm’s Agribusiness and Restaurant and Hospitality practice groups. As a former owner of a family business, he knows first-hand the many issues business owners face each day.

Jeff works with owners on all aspects of running their business, from initial startup to planning to transitioning the business to the next generation. He also advises employers on their employee benefits, such as 401(k) and other retirement plans, health plans, cafeteria plans, and executive compensation and benefits.

He is a member of the American Bar Association, State Bar of Wisconsin, and Sauk County Bar Association. Jeff has written and spoken on many legal issues in his areas of focus, including LLC and partnership agreement drafting, choice of business entity, business succession planning, nonqualified deferred compensation, and tax issues.

Jeff received a B.S. in French from the University of Wisconsin-Madison and his law degree magna cum laude from University of Wisconsin Law School, where he was elected to the Order of the Coif and served as Moot Court President.

Patrick P. Neuman is an associate in the Madison, Wisconsin office of Boardman & Clark LLP, where he focuses on business and banking matters.

Patrick works with limited liability companies, corporations, banks, and other business entities on general corporate matters including business formation, mergers and acquisitions, construction and lease agreements, private placement securities offerings, buy-sell agreements, service contracts, and state and federal tax matters.

In addition, Patrick works with banks on holding company and subsidiary formations, regulatory compliance, and loan forms drafting, and with non-profit organizations to obtain 501(c)(3) tax-exempt status.

Patrick graduated magna cum laude from the University of Wisconsin Law School, where he was elected to the Order of the Coif and received the Stewart Macaulay Award for Excellence and Leadership in Contract Law. He is a member of the American Bar Association (Business Law Section) and the State Bar of Wisconsin (Young Lawyers Division).

Patrick worked closely with area entrepreneurs in the inaugural year of the University’s Law and Entrepreneurship Clinic. Before going to law school, Patrick owned a general contracting firm. In 2012, he was recognized as an “Up and Coming Lawyer” by the Wisconsin Law Journal.

Important features of this year's supplement include:

  • A summary of Wisconsin's restatement of its LLC Act, which generally became effective January 1, 2023.
  • Updated citations, discussions, and forms throughout for the restated LLC Act, including:
      • Statutory clarification of the ability to have a "noneconomic member" and the new definition of a "transferable interest."
      • The new ability to customize a Wisconsin LLC's articles of organization.
      • Updated list of statutory information an LLC is required to maintain.
      • Changes in charging order remedies for single member LLCs versus multi-member LLCs.
      • Statutory duties and how some may be waived or limited.
      • Changes in members' default agency power and ways to provide notice of whom has authority to act on behalf of the LLC.
      • The new "Statement of Termination" in addition to the "Statement of Dissolution" and other items relating to the wind-up of an LLC.
  • A new form operating agreement under the restated LLC Act for a multi-member manager-managed LLC taxed as a partnership (Appendix H3).

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