1995 Wisconsin Act 27

183.0111 (1) (b) The date that a document is received by the office of the secretary of state department is determined by the secretary of state's department's endorsement on the original document under s. 183.0110 (1).

27,4781b Section 4781b. 183.0112 (1) of the statutes is amended to read:

183.0112 (1) A domestic limited liability company or foreign limited liability company may correct a document that is filed by the secretary of state department if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.

27,4782b Section 4782b. 183.0112 (2) (intro.) of the statutes is amended to read:

183.0112 (2) (intro.) To correct a document under sub. (1), a domestic limited liability company or foreign limited liability company shall prepare and deliver to the secretary of state department for filing articles of correction that satisfy all of the following:

27,4783b Section 4783b. 183.0113 (1) of the statutes is amended to read:

183.0113 (1) Any person may obtain from the secretary of state department, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.

27,4784 Section 4784 . 183.0113 (2) (b) 1m. of the statutes is created to read:

183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the secretary of state an annual report required by s. 183.0120.

27,4785b Section 4785b. 183.0113 (2) (b) 1m. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

  183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the secretary of state department an annual report required by s. 183.0120.

27,4786 Section 4786 . 183.0113 (2) (b) 4. of the statutes is created to read:

183.0113 (2) (b) 4. The foreign limited liability company is not the subject of a proceeding to revoke its certificate of registration under s. 183.1021.

27,4787b Section 4787b. 183.0113 (3) of the statutes is amended to read:

183.0113 (3) The certificate of status may include other facts of record in the office of the secretary of state department that are requested.

27,4788b Section 4788b. 183.0113 (4) of the statutes is amended to read:

183.0113 (4) Upon request, the secretary of state department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).

27,4789b Section 4789b. 183.0113 (5) of the statutes is amended to read:

183.0113 (5) Subject to any qualification stated in a certificate or statement of status issued by the secretary of state department, the certificate or statement is conclusive evidence that the domestic limited liability company or foreign limited liability company is in existence or is authorized to transact business in this state.

27,4790b Section 4790b. 183.0113 (6) of the statutes is amended to read:

183.0113 (6) Upon request by telephone or otherwise, the office of the secretary of state department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

27,4791b Section 4791b. 183.0114 (1) (intro.) of the statutes is amended to read:

183.0114 (1) (intro.) The secretary of state department shall collect the following fees when the documents described in this subsection are delivered to him or her for filing, or, under pars. (e) and (f), the telephone applications are made:

27,4791m Section 4791m. 183.0114 (1) (a) of the statutes is amended to read:

183.0114 (1) (a) Articles of organization, $90 $130.

27,4793 Section 4793 . 183.0114 (1) (w) of the statutes is created to read:

183.0114 (1) (w) Annual report of a foreign limited liability company, $50.

27,4796 Section 4796 . 183.0114 (2) (c) of the statutes is created to read:

183.0114 (2) (c) Filing a certificate of revocation of registration to transact business.

27,4797 Section 4797 . 183.0120 of the statutes is created to read:

183.0120 Annual report for foreign limited liability companies. (1) Each foreign limited liability company registered to transact business in this state shall file with the secretary of state an annual report that includes all of the following information:

(a) The name of the foreign limited liability company and the state or country under whose law it is organized.

(b) The address of the foreign limited liability company's registered office and the name of its registered agent at that office in this state.

(c) The address of the foreign limited liability company's principal office.

(d) If management of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.

(e) The name and business address of each member of the foreign limited liability company.

(f) A brief description of the nature of the foreign limited liability company's business.

(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state.

(3) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.

(4) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting foreign limited liability company in writing and return the report to it for correction.

(5) An annual report is effective on the date that it is filed by the office of the secretary of state.

27,4798b Section 4798b. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

183.0120 (1) (intro.) Each domestic limited liability company and each foreign limited liability company registered to transact business in this state shall file with the secretary of state department an annual report that includes all of the following information:

(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic limited liability company or a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the domestic limited liability company's or foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state department.

(3) (a) A domestic limited liability company shall deliver its annual report to the secretary of state department in each year following the calendar year in which the domestic limited liability company was organized, during the calendar year quarter in which the anniversary date of the organization occurs.

(b) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.

(4) If an annual report does not contain the information required by this section, the secretary of state department shall promptly notify the reporting domestic limited liability company or foreign limited liability company in writing and return the report to it for correction.

(5) An annual report is effective on the date that it is filed by the office of the secretary of state department.

27,4799b Section 4799b. 183.0201 of the statutes is amended to read:

183.0201 Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the secretary of state department for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter. A limited liability company shall have 2 or more members.

27,4800b Section 4800b. 183.0203 (2) (intro.) of the statutes is amended to read:

183.0203 (2) (intro.) A limited liability company amending its articles of organization shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

27,4801b Section 4801b. 183.0204 (2) of the statutes is amended to read:

183.0204 (2) The secretary of state's department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

27,4803b Section 4803b. 183.0906 (intro.) of the statutes is amended to read:

183.0906 Articles of dissolution. (intro.) After the dissolution of a limited liability company under s. 183.0901, the limited liability company may file articles of dissolution with the secretary of state department that include all of the following:

27,4812b Section 4812b. 183.1002 (1) of the statutes is amended to read:

183.1002 (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the secretary of state department.

27,4813b Section 4813b. 183.1003 (5) (b) of the statutes is amended to read:

183.1003 (5) (b) The foreign limited liability company shall pay the amount owed under par. (a) to the secretary of state department. The secretary of state department may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the secretary of state department any amount owed under par. (a).

27,4814b Section 4814b. 183.1004 (intro.) of the statutes is amended to read:

183.1004 Application for certificate of registration. (intro.) A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the secretary of state department for filing. The application shall include all of the following:

27,4815b Section 4815b. 183.1006 (1) (intro.) of the statutes is amended to read:

183.1006 (1) (intro.) A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of registration from the secretary of state department if the foreign limited liability company changes any of the following:

27,4816b Section 4816b. 183.1008 (1) (intro.) of the statutes is amended to read:

183.1008 (1) (intro.) A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the secretary of state department for filing a statement of change that, except as provided in sub. (2), includes all of the following:

27,4817b Section 4817b. 183.1008 (2) of the statutes is amended to read:

183.1008 (2) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any foreign limited liability company for which the person is the registered agent by notifying the foreign limited liability company in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state department for filing a statement that complies with sub. (1) and recites that the foreign limited liability company has been notified of the change.

27,4818b Section 4818b. 183.1009 (1) (intro.) of the statutes is amended to read:

183.1009 (1) (intro.) The registered agent of a foreign limited liability company may resign by signing and delivering to the secretary of state department for filing a statement of resignation that includes all of the following information:

27,4819b Section 4819b. 183.1009 (2) of the statutes is amended to read:

183.1009 (2) After filing the statement, the secretary of state department shall mail a copy to the foreign limited liability company at its principal office.

27,4820b Section 4820b. 183.1010 (4) (a) (intro.) of the statutes is amended to read:

183.1010 (4) (a) (intro.) With respect to a foreign limited liability company described in sub. (2) or (3), the foreign limited liability company may be served by registered or certified mail, return receipt requested, addressed to the foreign limited liability company at its principal office as shown on the records of the secretary of state department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

27,4821 Section 4821 . 183.1010 (4) (b) of the statutes is renumbered 183.1010 (4) (b) 1. and amended to read:

183.1010 (4) (b) 1. If Except as provided in subd. 2., if the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state, the foreign limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign limited liability company's principal office or, if not in this state, its registered office, as most recently designated in the records of the secretary of state, is located.

27,4822b Section 4822b. 183.1010 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

183.1010 (4) (b) 1. Except as provided in subd. 2., if the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state department, the foreign limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign limited liability company's principal office or, if not in this state, its registered office, as most recently designated in the records of the secretary of state department, is located.

27,4823 Section 4823 . 183.1010 (4) (b) 2. of the statutes is created to read:

183.1010 (4) (b) 2. If a process, notice or demand is served by the secretary of state on a foreign limited liability company under s. 183.1021 and the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state, the foreign limited liability company may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

27,4824b Section 4824b. 183.1010 (4) (b) 2. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

183.1010 (4) (b) 2. If a process, notice or demand is served by the secretary of state department on a foreign limited liability company under s. 183.1021 and the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state department, the foreign limited liability company may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

27,4825b Section 4825b. 183.1011 (1) of the statutes is amended to read:

183.1011 (1) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state department.

27,4826b Section 4826b. 183.1011 (2) (intro.) of the statutes is amended to read:

183.1011 (2) (intro.) A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state department for filing. The application shall include all of the following:

27,4827b Section 4827b. 183.1011 (2) (e) of the statutes is amended to read:

183.1011 (2) (e) A commitment to notify the secretary of state department in the future of any change in the mailing address of the foreign limited liability company principal office.

27,4828 Section 4828 . 183.1020 of the statutes is created to read: