Wisconsin Statutes
Wis. Stat. § 183.0304 (2026)
Liability of members and managers
✓ current as of July 2026
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183.0304(1)(1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. Except as provided in ss. 73.0306, 183.0403, and 183.0406, a member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
183.0304(2)(2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.
183.0304 AnnotationA corporate officer, including a limited liability company member-owner, may be held personally liable for the officer’s own negligent acts like any other employee would be. That longstanding common law principle is not undermined by sub. (1). Garrett v. Ocean View Swimming Pool Services, LLC, 2025 WI App 12, 415 Wis. 2d 306, 18 N.W.3d 168, 23-2000.
Notes of Decisions
Cited in 21
cases (11 in the last 5 years), 2000–2026 · leading case: Brew City Redevelopment Grp., LLC v. Ferchill Grp., 2006 WI 128 (Wis. 2006).
Brew City Redevelopment Grp., LLC v. Ferchill Grp., 2006 WI 128 (Wis. 2006). “Second, under the facts alleged in Brew City's complaint, Franke and Ferchill are not immune from liability under Wis. Stat. § 183.0304 . Third, the intracorporate conspiracy doctrine does not bar Brew City's claims, as alleged, for conspiracy to maliciously injure business…”
Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). “" Wis. Stat. § 183.0304 (1). Therefore, as with a shareholder in a corporation, each LLC member's potential liability to third parties is limited to the amount the member chose to invest in the LLC.”
Brew City Redevelopment Grp., LLC v. Ferchill Grp., 2006 WI App 39 (Wis. Ct. App. 2006). “Under Wis. Stat. §§ 183.0304 and 183.0305, neither members of a limited liability company nor its manager may be liable in tort, for their acts or conduct as a member or manager, to third persons, such as, here, Brew City.”
Louis Pagoudis v. Marcus Keidl, 2023 WI 27 (Wis. 2023). “Wis. Stat. § 183.0304 (1). This is the "limited liability" referenced in the LLC designation.”
Taurus IP, LLC v. Daimlerchrysler Corp., 519 F. Supp. 2d 905 (W.D. Wis. 2007). “2d 211, 217-18 (1988); see also Wis. Stat. § 183.0304 (2005-06) (common law principles for disregarding corporate entity apply to limited liability companies).”
Exec. Ctr. III, LLC v. Meieran, 823 F. Supp. 2d 883 (E.D. Wis. 2012). “6 (citing Wis. Stat. §§ 183.0304 , 183.0502, 183.0608); Def.”
Rual Trade Ltd. v. Viva Trade LLC, 549 F. Supp. 2d 1067 (E.D. Wis. 2008). “Theft by Fraud Claim Rual alleges that the Lithuanian defendants committed theft by fraud in violation of Wis.”
Indus. Elec. Corp. Of Wisconsin v. Ipower Distrib. Grp., Inc., 215 F.3d 677 (7th Cir. 2000). “See Wis. Stat. § 183.0304 . However, because we hold that Industrial Electronics may only assert claims under the association agreement or as a third-party beneficiary of the franchise agreement, the immunity conferred by the Wisconsin LLC does not resolve this case.”
Peters, George H. v. Astrazeneca, LP, 224 F. App'x 503 (7th Cir. 2007). “The appellees argue that the district court correctly dismissed Peters’s claims against them because Wis. Stat. § 183.0304 bars such claims. That statute, however, applies only to officers of limited liability companies organized under the laws of Wisconsin and thus is not…”
Richard David Garrett v. Ocean View Swimming Pool Servs., LLC (Wis. Ct. App. 2025). “§ 183.0304(1) (2021- 22),1 which provides: A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company.”
Jori Bielawski v. Andrew J. Barth (Wis. Ct. App. 2025). “§ 183.0304(1) to argue that the member-owner could not be held personally liable for negligently performing the pool’s maintenance because the statute “preserves the liability of a member of an LLC for conduct other than as a member or manager.”
Prince v. Appleton Auto LLC (E.D. Wis. 2019). “See Wis. Stat. § 183.0304 (2) (stating that “nothing in this chapter shall preclude a court from ignoring the limited liability company entity under principles of common law of this state that are similar to those applicable to business corporations and shareholders in this…”
— Wis. Stat. § 183.0304(1) — 6 cases
Richard David Garrett v. Ocean View Swimming Pool Servs., LLC (Wis. Ct. App. 2025). “§ 183.0304(1) (2021- 22),1 which provides: A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company.”
Jori Bielawski v. Andrew J. Barth (Wis. Ct. App. 2025). “§ 183.0304(1) to argue that the member-owner could not be held personally liable for negligently performing the pool’s maintenance because the statute “preserves the liability of a member of an LLC for conduct other than as a member or manager.”
Daniel Marx v. Richard L. Morris (Wis. 2019).
City of Wautoma v. Sharon Marek (Wis. Ct. App. 2024).
Williams v. Cnty. of Washington (E.D. Wis. 2025).
— Wis. Stat. § 183.0304(2) — 1 case
Williams v. Cnty. of Washington (E.D. Wis. 2025).
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