Wis. Stat. § 183.1001
Definitions
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183.1001(1)(1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.
183.1001(2)(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
183.1001(4)(4) “Converted entity” means the converting entity as it continues in existence after a conversion.
183.1001(8)(8) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.
183.1001(9)(9) “Domesticating entity” means either a non-United States entity or a Wisconsin limited liability company that engages in a domestication.
183.1001(16)(i)(i) A beneficial interest in a statutory trust, business trust, or common-law business trust.
183.1001(18)(j)(j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.
183.1001(19)(a)(a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:
183.1001(19)(a)1.1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.
183.1001(19)(a)2.2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
183.1001(19)(b)(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.
183.1001(21)(21) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
183.1001(22m)(22m) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.
183.1001(23m)(23m) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law:
183.1001(23m)(a)(a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws.
183.1001(23m)(b)(b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.
183.1001(23m)(c)(c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.
183.1001(23m)(d)(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.
183.1001(23m)(f)(f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.
183.1001(24)(24) “Plan” means a plan of merger under s. 183.1022, a plan of interest exchange under s. 183.1032, a plan of conversion under s. 183.1042, or a plan of domestication under s. 183.1052.
183.1001(37)(37) “Surviving entity” means the entity that continues in existence after or is created by a merger.
Notes of Decisions
Cited in 2
cases, 2008–2017 · leading case: Kuryakyn Holdings, LLC v. Ciro, LLC
Kuryakyn Holdings, LLC v. Ciro, LLC (2017)
“Kuryakyn argues that Delaware law governs its breach of fiduciary duty claim because under Wis. Stat. § 183.1001 (1), courts must treat limited liability companies and their managers and members as governed by the law of the state in which the LLC is organized.”
Rual Trade Ltd. v. Viva Trade LLC (2008)
“As such, the factors that persuaded the court to deviate from the normal rule in Grade are not present here and the facts and applicable law support the application of Wisconsin law.”
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