Single-Member LLCs and Operating Agreement (Model)

This document was created by students in the UW Law & Entrepreneurship Clinic
www.uwle.org

This document is for a Single-Member Manager-Managed LLC in the State of Wisconsin

Filing Instructions

The DFI’s website is very straightforward and goes through the step-by-step filing process for forming an LLC. The following steps are required for the formation of an LLC:
Before filing, please search the DFI database for names before choosing one.

1. File the Articles of Organization on the Wisconsin Department of Financial Institutions’ website. https://www.wdfi.org/apps/CorpFormation/directions.aspx?type=12
1. Name of the Entity
2. Registered Agent: The name of the registered agent and the registered office address must be provided. This can be a personal address but remember that the information is public once filed with the DFI. The registered agent’s address cannot be a PO Box.
3. When asked what type of management (either Manager or Member), please chose Manager.
4. Organizer: The name and complete addresses of the organizer. An organizer participates in forming the company and is responsible for those costs unless/until the company indemnifies the Organizer via ratification of actions. In your case this could be either one of you.
5. Drafter: The name of the drafter of this document. The drafter is the person who is completing the articles of organization.
6. Signature: The articles must be signed by the organizers and can be signed electronically.
7. Contact: The name, address, email address, and phone number of the contact person for this filing. All communications regarding this filing will be via the e-mail address of the contact person.
8. Payment: A credit card will be required to file online (Visa or MasterCard). If paid online, the filing fee is $130.00.
9. There will not be a paper certificate once the LLC is filed with the DFI. The organizer will receive notice of “submitted but not filed,” then receive a notification that the company has been filed.
2. Obtain a Federal Employer Identification Number (“EIN”).
1. This can be obtained from the IRS website found at: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
2. The EIN for your business will only be used to open a bank account and for Employment Tax purposes if the LLC has an employee in the future.

Operating Agreement

Functionally, this document will appoint the single member as Manager, name a successor Manager, and track the capital contributions. This document cannot be used with multiple members and by its terms will terminate if a second member is added. It should also not be used if the LLC will be filing an S-Corp election.