AB870,3,72 183.0103 (1) The Except as provided in s. 183.1402, the name of a limited
3liability company as set forth in its articles of organization must contain the words
4"limited liability company" or "limited liability co." or end with the abbreviation
5"L.L.C." or "LLC". The name may not contain language stating or implying that the
6limited liability company is organized for any purpose other than that permitted
7under s. 183.0106 (1).

AB870,3,109 183.0202 (2) A name for the limited liability company that satisfies s. 183.0103
10and, if applicable, s. 183.1402.

AB870,3,1212 183.0202 (7) If applicable, the statements under s. 183.1403 (2).

AB870,4,6 4183.1401 Definition. In this subchapter, "low-profit limited liability
5company" means a limited liability company that is operated for profit and that
6satisfies the requirements under s. 183.1403.

AB870,4,10 7183.1402 Name. The name of a low-profit limited liability company as set
8forth in its articles of organization must contain the words "low-profit limited
9liability company" or "low-profit limited liability co." or end with the abbreviation
10"L3C".

AB870,4,14 11183.1403 Requirements. (1) To qualify as a low-profit limited liability
12company under this subchapter, a limited liability company shall at all times
13significantly further the accomplishment of one or more charitable or educational
14purposes within the meaning of section 170 (c) (2) (B) of the Internal Revenue Code.

AB870,4,17 15(2) To qualify as a low-profit limited liability company under this subchapter,
16a limited liability company shall state in its articles of organization all of the
17following:

AB870,4,1818 (a) That it is a low-profit limited liability company.

AB870,4,2019 (b) That the production of income or appreciation of property is not its primary
20purpose.

AB870,4,2221 (c) That it has no purpose to accomplish any political or legislative purpose
22within the meaning of section 170 (c) (2) (D) of the Internal Revenue Code.

AB870,4,25 23(3) (a) Subject to par. (b), to qualify as a low-profit limited liability company
24under this subchapter, a limited liability company's operations shall at all times be
25consistent with the statements in sub. (2) (b) and (c).

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1(b) The fact that a limited liability company produces significant income or
2capital appreciation is not, in the absence of other factors, conclusive evidence that
3the limited liability company has as its primary purpose the production of income or
4appreciation of property.

AB870,5,75 (c) The operating agreement of a low-profit limited liability company may not
6eliminate or reduce the obligations or purposes of the low-profit limited liability
7company under this section.

AB870,5,10 8(4) Except as otherwise provided in this subchapter, all provisions of this
9chapter applicable to domestic limited liability companies are applicable to
10low-profit limited liability companies.

AB870,5,16 11183.1404 Additional duty. (1) In addition to the duties under s. 183.0402,
12a member or manager of a low-profit limited liability company shall discharge his
13or her duties relating to the obligations and purposes of the low-profit limited
14liability company under s. 183.1403 (2) (b) and (c) with the degree of diligence, care,
15and skill that an ordinarily prudent person would exercise under similar
16circumstances.

AB870,5,18 17(2) The operating agreement of a low-profit limited liability company may not
18eliminate or reduce the duty imposed under sub. (1).

AB870,5,23 19183.1405 Ceasing to operate as a low-profit limited liability company.
20A low-profit limited liability company that ceases to meet any of the requirements
21under s. 183.1403 ceases to qualify as a low-profit limited liability company and
22shall promptly amend its articles of organization to remove the statements specified
23in s. 183.1403 (2) and amend its name consistent with s. 183.0103.

AB870,6,5 4204.101 Application and effect of chapter. (1) General rule. This chapter
5shall be applicable to all benefit corporations.

AB870,6,10 6(2) Application of business corporation law generally. The existence of a
7provision of this chapter shall not of itself create an implication that a contrary or
8different rule of law is applicable to a business corporation that is not a benefit
9corporation. This chapter shall not affect any statute or rule that is applicable to a
10business corporation that is not a benefit corporation.

AB870,6,15 11(3) Laws applicable to benefit corporations. Except as otherwise provided in
12this chapter, ch. 180 shall be generally applicable to all benefit corporations. The
13specific provisions of this chapter shall control over the general provisions of ch. 180.
14A benefit corporation may be simultaneously subject to this chapter and provisions
15of other chapters.

AB870,6,18 16(4) Organic records. A provision of the articles or bylaws of a benefit
17corporation may not relax, be inconsistent with, or supersede a provision of this
18chapter.

AB870,6,20 19204.102 Definitions. Unless the context clearly indicates otherwise, in this
20chapter:

AB870,6,23 21(1) "Benefit corporation" means a business corporation that has elected to
22become subject to this chapter and whose status as a benefit corporation has not been
23terminated under s. 204.105.

AB870,6,25 24(2) "Benefit director" means the person designated as the benefit director of a
25benefit corporation as provided in s. 204.302.

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1(3) "Benefit officer" means the officer of a benefit corporation, if any, designated
2as the benefit officer as provided in s. 204.304.

AB870,7,3 3(4) "Entity" has the meaning given in s. 180.0103 (8).

AB870,7,6 4(5) "General public benefit" means a material positive impact on society and
5the environment by the operations of a benefit corporation taken as a whole, through
6activities that promote some combination of specific public benefits.

AB870,7,7 7(6) "Service corporation" has the meaning given in s. 180.1901 (2).

AB870,7,8 8(7) "Specific public benefit" includes all of the following:

AB870,7,109 (a) Providing low-income or underserved individuals or communities with
10beneficial products or services.

AB870,7,1211 (b) Promoting economic opportunity for individuals or communities beyond the
12creation of jobs in the normal course of business.

AB870,7,1313 (c) Preserving the environment.

AB870,7,1414 (d) Improving human health.

AB870,7,1515 (e) Promoting the arts, sciences, or advancement of knowledge.

AB870,7,1616 (f) Increasing the flow of capital to entities with a public benefit purpose.

AB870,7,1817 (g) The accomplishment of any other particular benefit for society or the
18environment.

AB870,7,21 19204.103 Formation of benefit corporations. A benefit corporation shall be
20formed in accordance with ch. 180, except that its articles shall also state that it is
21a benefit corporation.

AB870,8,2 22204.104 Election of an existing business corporation to become a
23benefit corporation. (1) Amendment. An existing business corporation may
24become a benefit corporation under this chapter by amending its articles so that they

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1contain, in addition to the requirements of s. 180.0202, a statement that the
2corporation is a benefit corporation.

AB870,8,9 3(2) Fundamental transactions. If a corporation that is not a benefit
4corporation is a party to a merger, consolidation, or division or is the exchanging
5corporation in a share exchange, and the surviving, new, or any resulting corporation
6in the merger, consolidation, division, or share exchange is to be a benefit
7corporation, then the plan of merger, consolidation, division, or share exchange shall
8not be effective unless the articles of the surviving, new, or resulting corporation
9contain a statement that the corporation is a benefit corporation.

AB870,8,13 10204.105 Termination of benefit corporation status. A benefit corporation
11may terminate its status as such and cease to be subject to this chapter by amending
12its articles to delete the provision required by ss. 204.103 and 204.104 to be stated
13in the articles of a benefit corporation.

AB870,8,19 16204.201 Corporate purposes. (1) General public benefit purpose. A
17benefit corporation shall have a purpose of creating general public benefit. This
18purpose is in addition to its purpose under s. 180.0301 and any specific purpose set
19forth in its articles under sub. (2).

AB870,8,24 20(2) Optional specific public benefit purpose. The articles of a benefit
21corporation may identify one or more specific public benefits that it is the purpose
22of the benefit corporation to create in addition to its purposes under s. 180.0301 and
23sub. (1). The identification of a specific public benefit under this subsection does not
24limit the obligation of a benefit corporation to create general public benefit.

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1(3) Effect of purposes. The creation of general public benefit and specific
2public benefit as provided in subs. (1) and (2) shall be considered to be in the best
3interests of the benefit corporation.

AB870,9,6 4(4) Amendment. A benefit corporation may amend its articles to add, amend,
5or delete the identification of a specific public benefit that it is the purpose of the
6benefit corporation to create.

AB870,9,9 7(5) Service corporations. A service corporation that is a benefit corporation
8is not limited by ss. 180.1903 and 180.1905 in its authority to create general public
9benefit or a specific public benefit.

AB870,9,17 12204.301 Standard of conduct for directors. (1) Consideration of
13interests. (a) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the
14duties of their respective positions, the board of directors, committees of the board,
15and individual directors of a benefit corporation, in considering the best interests of
16the benefit corporation, shall consider the effects of any action or inaction on all of
17the following:

AB870,9,1818 1. The shareholders of the benefit corporation.

AB870,9,2019 2. The employees and workforce of the benefit corporation and its subsidiaries
20and suppliers.

AB870,9,2221 3. The interests of customers as beneficiaries of the general public benefit or
22specific public benefit purposes of the benefit corporation.

AB870,9,2523 4. Community and societal factors, including those of any community in which
24offices or facilities of the benefit corporation or its subsidiaries or suppliers are
25located.

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15. The local and global environment.

AB870,10,52 6. The short-term and long-term interests of the benefit corporation, including
3benefits that may accrue to the benefit corporation from its long-term plans and the
4possibility that these interests may be best served by the continued corporate
5independence of the benefit corporation.

AB870,10,76 7. The ability of the benefit corporation to accomplish its general public benefit
7purpose and any specific public benefit purpose.

AB870,10,118 (b) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the duties
9of their respective positions, the board of directors, committees of the board, and
10individual directors of a benefit corporation, in considering the best interests of the
11benefit corporation, may consider any of the following:

AB870,10,1312 1. The resources, intent, and conduct of any person seeking to acquire control
13of the corporation.

AB870,10,1514 2. Any other pertinent factors or the interests of any other group that is deemed
15appropriate.

AB870,10,2016 (c) Under pars. (a) and (b), the board of directors, committees of the board, and
17individual directors of a benefit corporation are not required to give priority to the
18interests of any particular person or group referred to in pars. (a) or (b) over the
19interests of any other person or group unless the benefit corporation has stated in
20its articles its intention to give such priority.

AB870,10,24 21(2) Coordination with other provisions of law. The consideration of interests
22and factors in the manner required by sub. (1) does not constitute a violation of s.
23180.0801 or any other provision of ch. 180 and is in addition to the ability of directors
24to consider interests and factors as provided in s. 180.0827.

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1(3) Exoneration from personal liability. A director of a benefit corporation
2is not personally liable, as such, for monetary damages for any of the following:

AB870,11,43 (a) Any action taken as a director if the director performed the duties of his or
4her office in compliance with this section and the provisions of ch. 180.

AB870,11,65 (b) Failure of the benefit corporation to pursue or create general public benefit
6or specific public benefit.

AB870,11,9 7(4) Limitation on standing. A director does not have a duty to a person that
8is a beneficiary of the general public benefit purpose or a specific public benefit
9purpose of a benefit corporation arising from the status of the person as a beneficiary.

AB870,11,14 10204.302 Benefit director. (1) General rule. The board of directors of a
11benefit corporation shall include one director who shall be designated the "benefit
12director" and shall have, in addition to all of the powers, duties, rights, and
13immunities of the other directors of the benefit corporation, the powers, duties,
14rights, and immunities provided in this section.

AB870,11,19 15(2) Election, removal, and qualifications. The benefit director shall be
16elected, and may be removed, in the manner provided by subch. VIII of ch. 180. The
17benefit director may serve as the benefit officer at the same time as serving as the
18benefit director. The articles or bylaws of a benefit corporation may prescribe
19additional qualifications of the benefit director not inconsistent with this subsection.

AB870,12,3 20(3) Annual compliance statement. The benefit director shall annually prepare
21a statement as to whether, in the opinion of the benefit director, the benefit
22corporation acted in accordance with its general public benefit purpose and any
23specific public benefit purpose in all material respects during the period covered by
24the report and whether the directors and officers complied with ss. 204.301 (1) and
25204.303 (1), respectively. This statement shall annually be presented to the board

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1of directors except that, if the benefit corporation has elected under s. 180.1821 not
2to have a board of directors, then the statement shall annually be presented to the
3shareholders who perform the duties of a board of directors.

AB870,12,6 4(4) Status of actions. The acts of an individual in the capacity of a benefit
5director shall constitute for all purposes acts of that individual in the capacity of a
6director of the benefit corporation.

AB870,12,11 7(5) Alternative governance arrangements. If a benefit corporation has
8elected under s. 180.1821 not to have a board of directors, then the bylaws of the
9benefit corporation must provide that the shareholders who perform the duties of a
10board of directors shall include a person with the powers, duties, rights, and
11immunities of a benefit director.

AB870,12,16 12(6) Exoneration from personal liability. Notwithstanding s. 180.0828 and
13any provision of a benefit corporation's bylaws, a benefit director shall not be
14personally liable for any act or omission in the capacity of a benefit director unless
15the act or omission constitutes self-dealing, willful misconduct, or a knowing
16violation of law.

AB870,12,22 17204.303 Standard of conduct for officers. (1) General rule. Each officer
18of a benefit corporation shall consider the interests and factors described in s.
19204.301 (1) in the manner provided in that subsection when the officer has discretion
20to act with respect to a matter and it reasonably appears to the officer that the matter
21may have a material effect on the creation of general or specific public benefit by the
22benefit corporation or on any of the interests or factors referred to in s. 204.301 (1).

AB870,12,25 23(2) Coordination with other provisions of law. The consideration of interests
24and factors in the manner described in sub. (1) shall not constitute a violation of s.
25180.0841 or any other provision of ch. 180.

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1(3) Exoneration from personal liability. An officer of a benefit corporation
2is not personally liable, as such, for monetary damages for any action taken as an
3officer if the officer performed the duties of the position in compliance with this
4section and the provisions of ch. 180.

AB870,13,6 5204.304 Benefit officer. (1) Designation. A benefit corporation may have
6an officer designated the "benefit officer."

AB870,13,11 7(2) Functions. A benefit officer shall have the powers and duties, as provided
8in the bylaws and as determined by the board of directors, relating to the benefit
9corporation's purpose of creating general public benefit or specific public benefit. If
10a benefit corporation has a benefit officer, the duties of the benefit officer shall
11include preparing the benefit report required by s. 204.401.