Dec. 17, 2014 – In 1994 the Wisconsin legislature enacted the limited liability company act. That same year the State Bar of Wisconsin published the original Limited Liability Company Handbook, written by the same attorneys who had drafted those original LLC laws. Attorney Joseph W. Boucher served as lead author for that original book, a responsibility he has assumed for every subsequent edition, including this fifth edition. This year he is joined by attorneys Steven R. Battenberg, Chris A. Jenny, Debra Sadow Koenig, Marcus S. Loden, Sarah E. McNally, Douglas J. Patch, Bret A. Roge, and Jed Roher.
Much has changed since 1994, as has the Handbook. Limited liability partnerships and single-member LLCs were added to the mix, the Supreme Court amended its Rules to permit lawyers to adopt limited liability formats, and the IRS adopted "check-the-box" regulations, which made pass-through tax treatment the default status for LLCs and LLPs. The 2014 edition, of course, incorporates all changes since the 2011.
And more change is expected.
As set out in the “Legislative Alert” in the 2014 edition of LLCs and LLPs: A Wisconsin Handbook, the Wisconsin Legislature is expected to make major changes in the limited liability law in the 2015-16 session, including the following:
The question of member and manager authority to bind the LLC would be governed by agency law, rather than by status as members or managers.
Fiduciary duties of loyalty and due care would be presumed for managers, but those duties could be limited or eliminated by the operating agreement unless the changes are “manifestly unreasonable.”
Determination of member- or manager-managed status would be made in the operating agreement, rather than in the certificate of organization, and if the operating agreement does not indicate a management status, the LLC would be member-managed by default.
Except for those few provisions that must be memorialized in writing and approved by all members, a single, written operating agreement would no longer be required to reflect an agreement between members.
Members could vest authority in any management structure they desire, including a board of directors and officers similar to that of a corporation.
Thanks to PINNACLE’s automatic supplementation service, purchasers of this book will be among the first to know of these or other changes.
Available in both print and electronically via Books UnBound®, LLCs and LLPs addresses such topics as operating agreements, management and control issues, distributions, mergers and conversions, federal and state tax issues, foreign LLCs and LLPs, and limited liability entities for professional practices. It also addresses specific issues relating to single-member entities. And it includes a CD with the complete set of forms, which are also available online through Books UnBound.
LLCs and LLPs: A Wisconsin Handbook is available in print to members for $219 and nonmembers for $269, plus tax and shipping. Subscribers to the Bar’s automatic supplementation service will receive future updates at a discount off the regular price. Single-user and solo-firm subscriptions to Books UnBound start at $149 per title per year, and $769 for annual use of the full library (call for firm pricing). To order LLCs and LLPs: A Wisconsin Handbook, or for more information, contact the State Bar at (800) 728-7788 or (608) 257-3838.
