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What is the difference between a "member" and an "organizer" in WI LLC creation form?

Appleton, WI |

Should all members be listed as "organizers" in the formation of an LLC?

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Attorney answers 3

Posted

The "Organizer" is just the person filing the paperwork. Often an attorney is the "organizer" and then bows out after the members are brought in and issued their membership units. The members are the owners. And organizer could be a member, but could also be a total outsider, as I said, like a CPA or attorney.

You don't tug on Superman's cape; you don't spit into the wind; you don't pull the mask off the old Lone Ranger; And you don't get legal advice from a free Q&A page on the Internet. The above is a general statement of the law or just my opinion. I am not saying whether it applies to your situation or not because I don't know the details and you’ve not hired me as your attorney.

Asker

Posted

Thanks Nina. That was exactly what I was looking for. It is the Operating Agreement that actually lists the members and their shares, etc. Correct?

Posted

An "organizer" is an individual who forms the LLC. A "member" can be a person or a legal entity (coporation, trust, another LLC, or partnership) that 1) has the right to participate in the management of the LLC, and/or 2) has the right to particiate in the economic activity (including profits and losses) of the LLC.

THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction. The answer to question does not create an attorney-client relationship or otherwise require further consultation. Mr. Smith is licensed to practice law throughout the state of California with offices in Los Angeles County. He is authorized to handle IRS matters throughout the United States, and is also licensed to practice before the United States Tax Court. His phone number is 323-292-4116 or his email address is philsmithjr@worldclasslawyers.com.

Posted

Under Wisconsin Law:

Organizer: A person who signs and delivers the articles of organization for filing to the Department of Financial Institutions. A limited liability company may have more than one organizer.

A limited liability company has members (similar to a partnership) who may directly manage the company or who may vest management in one or more managers. It combines features of a partnership and a corporation. "Ownership" of the LLC is reflected in the individual "member's interest," i.e., the member's share of the profit and losses of the company, rights to receive distribution of assets, and to participate in the management of the company.

A limited liability company has members (similar to a partnership) who may directly manage the company or who may vest management in one or more managers. Managers need not be members of the limited liability company.

I hope this helps.
Respectfully,
Steven A. Leahy
www.chicagotaxteam.com

Please note that the above is not intended as legal advice, it is for educational purposes only. No attorney-client relationship is created or is intended to be created hereby. You should contact a local attorney to discuss and to obtain legal advice.

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