Wisconsin Statutes

Wis. Stat. § 183.0901 (2026)

Governing law

✓ current as of July 2026

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183.0901183.0901 Governing law.

183.0901(1)(1) The governing law of a foreign limited liability company governs all of the following:

183.0901(1)(a)(a) The internal affairs of the company.

183.0901(1)(b)(b) The liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company.

183.0901(2)(2) A foreign limited liability company is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state.

183.0901(3)(3) Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state.

183.0901 HistoryHistory: 2021 a. 258.

Notes of Decisions

Cited in 4 cases (2 in the last 5 years), 2004–2025 · leading case: Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005).

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Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005). · cites it 4× “Wis. Stat. § 183.0901 (4). New Jersey LLC was formed before October 1, 2002.”

Gottsacker v. Monnier, 2004 WI App 25 (Wis. Ct. App. 2004). · cites it 2× “Wis. Stat. § 183.0901 (2). Paul and Julie's failure to obtain Gregory's consent for the sale of the sole company asset, without which the purpose of New Jersey LLC was compromised, further establishes unfair dealing with the LLC and Gregory, contrary to Wis.”

Centerline Architectural Supply, LLC v. RNA Real Est., LLC (W.D. Wis. 2025). · cites it 2× “See Wis. Stat. § 183.0901 (internal affairs of a foreign LLC are governed by the law of the state where the LLC was formed).”

Zhiwei Jiang v. Merit CRO, Inc. (Wis. Ct. App. 2023). “§ 183.0901(1) (“The governing law of a foreign limited liability company governs … [t]he internal affairs of the company ….”

— Wis. Stat. § 183.0901(1) — 1 case

Zhiwei Jiang v. Merit CRO, Inc. (Wis. Ct. App. 2023). “§ 183.0901(1) (“The governing law of a foreign limited liability company governs … [t]he internal affairs of the company ….”

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