New business entity statutes take effect January 1, 2023; Optional opt out available through December 31, 2022
Posted: December 8, 2022
On January 1, 2023 a new updated version of Wis. Stat. chapter 179 (Uniform Limited Partnership Act) takes effect to reflect the most current version of the Uniform Limited Partnership Act promulgated by the Uniform Law Commission (ULC). In addition, a new version of Wis. Stat. chapter 183 (Limited Liability Companies) will take effect to reflect the ULC’s Uniform Limited Liability Company Act. Some changes have also been made to other business entity chapters (ex. Chs. 180, 181) to harmonize various provisions.
These new statutes are the result of years of efforts by the State Bar of Wisconsin Business Law Section and others who have been working on updating Wisconsin’s business entity laws. This process goes back to 2015 with the repeal and recreation of Wis. Stat. chapter 178 (Uniform Partnership Law) to reflect the most current version of the Uniform Partnership Act promulgated by the ULC.
For a summary of some key provisions of the new rules pertaining to limited partnerships and limited liability companies, the following articles were authored by attorneys who were involved with the drafting of the updated statutes:
If for any reason you would like your limited partnership or limited liability company to continue to be governed by the current versions of Chapters 179 and 183 of the Wisconsin Statutes, you can opt out of the new statutes by filing a Statement of Nonapplicability no later than December 31, 2022. The form to do so is found here: Statement of Nonapplicability
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