Wisconsin Statutes
Wis. Stat. § 183.0402 (2026)
Form of contribution
✓ current as of July 2026
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183.0402(1)(1) A contribution may consist of money or property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer money or property to, perform services for, or provide another benefit to the company.
183.0402(2)(2) The value of a member’s contribution shall be determined in the manner provided in an operating agreement. If the operating agreement does not so provide, the value of a contribution shall be approved by the members under s. 183.0407 (2) (d). This value shall be properly reflected in the records and information kept by the limited liability company at its principal place of business or activity, and this value shall be binding and conclusive on the limited liability company and its members.
Notes of Decisions
Cited in 15
cases (1 in the last 5 years), 2004–2023 · leading case: Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019).
Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). “¶2 Marx and Murray alleged that Morris willfully failed to deal fairly with them while having a material conflict of interest in the transaction, in violation of Wis. Stat. § 183.0402 (1). They also alleged a number of common-law claims involving improper self-dealing.”
Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005). “[1] The petitioners assert that they were not precluded from voting to make the transfer of property under Wis. Stat. §§ 183.0402 and 183.0404 (2001-02), the limited liability company statutes governing duties of managers/members and voting.”
Brew City Redevelopment Grp., LLC v. Ferchill Grp., 2006 WI 128 (Wis. 2006). “11 In addition, under Wis. Stat. § 183.0402 , certain types of conduct are beyond the scope of the duties of managers and members of an LLC.”
Organic Fam., LLC v. Pawlak (In re Pawlak), 467 B.R. 462 (Bankr. W.D. Wis. 2012). “Pawlak had violated the statute by engaging in transactions from which he “derived an improper personal benefit” and that he engaged in “willful misconduct” which was detrimental to Organic Choice.”
Lenticular Eur., LLC v. Cunnally, 2005 WI App 33 (Wis. Ct. App. 2005). “0402 (l)(a) to "deal fairly with the limited liability company [and] its members in connection with a matter in which the member or manger has a material conflict of interest" applied to that vote. 7 This statement was filed in support of a motion to modify automatic stay…”
Gottsacker v. Monnier, 2004 WI App 25 (Wis. Ct. App. 2004). “The appellants argue that the trial court erred in determining that they were precluded from transferring real estate owned by New Jersey LLC to 2005 New Jersey LLC by the conflict of interest rules under Wis. Stat. §§ 183.0402 and 184.0404 (2001-02).”
Felton v. Teel Plastics, Inc., 724 F. Supp. 2d 941 (W.D. Wis. 2010). “2d 783 , 2007 WL 259836 (unpublished) (interpreting “willful failure to deal fairly” under Wis. Stat. § 183.0402 ), and IGL-Wisconsin Awning, Tent and Trailer Co.”
Daniel Marx v. Richard L. Morris (Wis. 2019). “Third, there are genuine issues of material fact as to whether Morris violated Wis. Stat. § 183.0402 (1) by dealing unfairly with Marx and Murray, and potentially with regard to the common law claims.”
Israeli v. Dott. Gallina S.R.L., 632 F. Supp. 2d 866 (W.D. Wis. 2009). “This is á civil action for monetary relief brought by plaintiff Amit Israeli for breach of contract, breach of fiduciary duty and breach of defendants’ statutory obligations as members and managers of a limited liability company under Wis. Stat. § 183.0402 . Plaintiff filed this…”
Carhart v. Carhart-Halaska Int'l, LLC, 788 F.3d 687 (7th Cir. 2015). “” Wis. Stat. § 183.0402 . It will be for the Wisconsin state court to decide whether Carhart’s claim should be equitably subordinated.”
Hebel v. Windeshausen (In re Windeshausen), 568 B.R. 299 (Bankr. W.D. Wis. 2017). “Rather, it says that members shall not act in a manner that is “[a] willful failure to deal fairly,” “willful misconduct,” a violation of criminal law, or that is a transaction that derives “an improper personal profit.”
Exec. Ctr. III, LLC v. Meieran, 823 F. Supp. 2d 883 (E.D. Wis. 2012). “(citing Wis. Stat. §§ 183.0402 ,183.1302(3)). For two reasons, this Court believes that Justice Roggensack’s statement does not prevent application of all common law fiduciary duties to LLCs.”
Wis. Stat. § 183.0402(1): 2 cases
Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). “¶2 Marx and Murray alleged that Morris willfully failed to deal fairly with them while having a material conflict of interest in the transaction, in violation of Wis. Stat. § 183.0402 (1). They also alleged a number of common-law claims involving improper self-dealing.”
Daniel Marx v. Richard L. Morris (Wis. 2019). “Third, there are genuine issues of material fact as to whether Morris violated Wis. Stat. § 183.0402 (1) by dealing unfairly with Marx and Murray, and potentially with regard to the common law claims.”
Wis. Stat. § 183.0402(1)(a): 4 cases
Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). “¶2 Marx and Murray alleged that Morris willfully failed to deal fairly with them while having a material conflict of interest in the transaction, in violation of Wis. Stat. § 183.0402 (1). They also alleged a number of common-law claims involving improper self-dealing.”
Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005). “[1] The petitioners assert that they were not precluded from voting to make the transfer of property under Wis. Stat. §§ 183.0402 and 183.0404 (2001-02), the limited liability company statutes governing duties of managers/members and voting.”
Daniel Marx v. Richard L. Morris (Wis. 2019). “Third, there are genuine issues of material fact as to whether Morris violated Wis. Stat. § 183.0402 (1) by dealing unfairly with Marx and Murray, and potentially with regard to the common law claims.”
Marquardt Mgmt. Servs., Inc. v. Attic Angel Ass'n, Inc. (Wis. Ct. App. 2023).
Wis. Stat. § 183.0402(2): 2 cases
Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). “¶2 Marx and Murray alleged that Morris willfully failed to deal fairly with them while having a material conflict of interest in the transaction, in violation of Wis. Stat. § 183.0402 (1). They also alleged a number of common-law claims involving improper self-dealing.”
Daniel Marx v. Richard L. Morris (Wis. 2019). “Third, there are genuine issues of material fact as to whether Morris violated Wis. Stat. § 183.0402 (1) by dealing unfairly with Marx and Murray, and potentially with regard to the common law claims.”
Wis. Stat. § 183.0402(2)(a): 2 cases
Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). “¶2 Marx and Murray alleged that Morris willfully failed to deal fairly with them while having a material conflict of interest in the transaction, in violation of Wis. Stat. § 183.0402 (1). They also alleged a number of common-law claims involving improper self-dealing.”
Daniel Marx v. Richard L. Morris (Wis. 2019). “Third, there are genuine issues of material fact as to whether Morris violated Wis. Stat. § 183.0402 (1) by dealing unfairly with Marx and Murray, and potentially with regard to the common law claims.”
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