AB923: Bill Text

AB923, s. 49 Section 49. 183.0907 (2) (c) of the statutes is amended to read:

AB923,18,11 183.0907 (2) (c) The deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of articles of dissolution under s. 183.0906, by which the limited liability company must receive the claim.

AB923, s. 50 Section 50. 183.0908 (1) of the statutes is amended to read:

AB923,18,17 183.0908 (1) A At any time after the effective date of its articles of dissolution, a dissolved limited liability company may publish a notice of its dissolution under this section that requests that persons with claims, whether known or unknown, against the limited liability company or its members or managers, in their capacities as such, present the claims in accordance with the notice.

AB923, s. 51 Section 51. 183.0908 (3) (intro.) of the statutes is amended to read:

AB923,18,24 183.0908 (3) (intro.) If a dissolved limited liability company publishes a notice under sub. (2) and files articles of dissolution under s. 183.0906, the claim of any of the following claimants against the limited liability company or its members or man agers is barred unless the claimant commences a proceeding to enforce the claim within 2 years after the later of the date of the publication of the notice or the filing of the articles of dissolution:

AB923, s. 52 Section 52. 183.0908 (4) of the statutes is repealed.

AB923, s. 53 Section 53. 183.0909 of the statutes is created to read:

AB923,19,3 183.0909 Enforcing claims. A claim not barred under s. 183.0907 or 183.0908 may be enforced under this section against any of the following:

AB923,19,5 (1) The dissolved limited liability company, to the extent of its undistributed assets.

AB923,19,11 (2) If the dissolved limited liability company's assets have been distributed in liquidation, a member of the limited liability company to the extent of the member's proportionate share of the claim or to the extent of the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total value of assets distributed to the member in liquidation.

AB923, s. 54 Section 54. 183.1008 (1) (intro.) of the statutes is amended to read:

AB923,19,16 183.1008 (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 for filing a statement of change that, except as provided in sub. (2), includes all of the following:

AB923, s. 55 Section 55. 183.1101 (1) (intro.) and (a) of the statutes are consolidated, re numbered 183.1101 (1) and amended to read:

AB923,20,2 183.1101 (1) Unless otherwise provided in an operating agreement, an action on behalf of a limited liability company may be brought in the name of the limited liability company by any of the following: (a) One one or more members of the lim ited liability company, whether or not the management of the limited liability compa ny is vested in one or more managers, if the members are authorized to sue by the affirmative vote as described in s. 183.0404 (1) (a), except that the vote of any member who has an interest in the outcome of the action that is adverse to the interest of the limited liability company shall be excluded.

AB923, s. 56 Section 56. 183.1101 (1) (b) of the statutes is repealed.

AB923, s. 57 Section 57. 183.1101 (2) of the statutes is amended to read:

AB923,20,10 183.1101 (2) In an action brought on behalf of a limited liability company, the member or manager bringing the action shall be a member or manager at the time of bringing the action and at the time of the transaction which is the subject of the action or, in the case of a member, the person's status as a member devolved upon that person by operation of law or under the terms of an operating agreement from a per son who was a member at the time of the transaction.

AB923, s. 58 Section 58. 183.1101 (3) of the statutes is amended to read:

AB923,20,14 183.1101 (3) In an action brought on behalf of a limited liability company, the complaint shall describe with particularity the authorization of the member or man ager to bring the action and the determination of the authorization.

AB923, s. 59 Section 59. 183.1101 (4) of the statutes is amended to read:

AB923,20,20 183.1101 (4) If an action brought on behalf of a limited liability company is suc cessful, in whole or in part, as a result of a judgment, compromise or settlement of the action, the court may award the member or manager bringing the action reason able expenses, including reasonable attorney fees, from any recovery in the action or from the limited liability company.

AB923, s. 60 Section 60. 183.1102 of the statutes is amended to read:

AB923,20,25 183.1102 Effect of lack of authority to sue. The lack of authority of a mem ber or manager to sue on behalf of a limited liability company may not be asserted by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.

AB923, s. 61 Section 61. 183.1203 (2) (c) of the statutes is amended to read:

AB923,21,5 183.1203 (2) (c) The manner and basis of converting the interests in each lim ited liability company that is a party to the merger into limited liability company in terests, cash or obligations of the surviving limited liability company or into cash or other property.

AB923, s. 62 Section 62. 185.95 of the statutes is amended to read:

AB923,21,10 185.95 Discrimination against association. Whenever any corporation has discriminated against any association transacting business in this state, its charter may be vacated or its existence annulled, or its license to do business in this state may be revoked in the manner provided in s. 776.36.

AB923, s. 63 Section 63. 188.26 of the statutes is amended to read:

AB923,21,21 188.26 Veterans; corporations. Whenever any corporation is formed under ch. 180 or 181 or this chapter for the purpose of assisting any veteran, as defined in s. 45.37 (1a), or operating social clubs in which the name "veteran" appears, the sec retary of state shall investigate the same to ascertain the character thereof, and whether or not the same has been procured by fraudulent representation or conceal ment of any material fact relating to such veteran's name, purpose, membership, or ganization, management or control or other material fact. If the secretary of state so finds, such findings, misrepresentation or concealment shall be reported to the at torney general, and the attorney general thereupon shall as provided in s. 776.35 bring an action to vacate or annul the corporate charter.

AB923, s. 64 Section 64. 215.02 (15) (e) of the statutes is repealed.

AB923, s. 65 Section 65. 215.26 (1) of the statutes is repealed.

AB923, s. 66 Section 66. 452.09 (1) (b) of the statutes is amended to read:

AB923,22,7 452.09 (1) (b) The name and address of the applicant; if the applicant is a part nership, the name and address of each member; and if the applicant is a corporation, the name and address of each of its officers; if the applicant is a limited liability com pany whose articles of organization vest management in one or more managers, the name and address of each manager; and if the applicant is a limited liability company whose articles of organization do not vest management in one or more managers, the name and address of each member of the limited liability company.

AB923, s. 67 Section 67. 452.09 (1) (d) of the statutes is renumbered 452.09 (1) (d) (intro.) and amended to read:

AB923,22,13 452.09 (1) (d) (intro.) The business or occupation engaged in by the applicant, or if a partnership, by each member, or if a corporation, by each officer, for a period of at least 2 years immediately preceding the date of the application ., by the follow ing:

AB923, s. 68 Section 68. 452.09 (1) (d) 1. to 5. of the statutes are created to read:

AB923,22,15 452.09 (1) (d) 1. If an individual, the applicant.

AB923,22,16 2. If a corporation, the officers.

AB923,22,17 3. If a partnership, the members.

AB923,22,19 4. If a limited liability company whose articles of organization vest manage ment in one or more managers, the managers.

AB923,22,21 5. If a limited liability company whose articles of organization do not vest man agement in one or more managers, the members.

AB923, s. 69 Section 69. 452.09 (1) (e) of the statutes is amended to read:

AB923,23,6 452.09 (1) (e) Any other information which the department may reasonably re quire to enable it to determine the competency of each applicant, including each member of the partnership, or each officer of the corporation, to transact the business of a broker or salesperson in a manner which safeguards the interests of the public. In this paragraph, "applicant" includes each member of a partnership, each officer of a corporation, each manager of a limited liability company whose articles of orga nization vest management in one or more managers and each member of a limited liability company whose articles of organization do not vest management in one or more managers.

AB923, s. 70 Section 70. 452.10 (1) of the statutes is amended to read:

AB923,23,14 452.10 (1) An application shall be verified by the applicant. If made by a part nership it shall be verified by at least 2 members a member. If made by a corporation it shall be verified by the president and secretary an officer of the corporation. If made by a limited liability company whose articles of organization vest management in one or more managers, it shall be verified by a manager. If made by a limited liabil ity company whose articles of organization do not vest management in one or more managers, it shall be verified by a member.

AB923, s. 71 Section 71. 452.12 (2) (title) of the statutes is amended to read:

AB923,23,16 452.12 (2) (title) Corporations; partnerships; limited liability companies.

AB923, s. 72 Section 72. 452.12 (2) (bm) of the statutes is created to read:

AB923,23,24 452.12 (2) (bm) A license may be issued to a limited liability company if the lim ited liability company has reserved management to its members and has at least one member who is a licensed broker or if the limited liability company has vested man agement in one or more managers and has at least one manager who is a licensed broker. The license issued to the limited liability company entitles each member or manager, respectively, of the limited liability company who is a licensed broker to act as a broker on behalf of the limited liability company.

AB923, s. 73 Section 73. 452.12 (2) (c) of the statutes is amended to read:

AB923,24,8 452.12 (2) (c) Application for a corporate or, partnership or limited liability company license shall be made on forms prescribed by the department, listing the names and addresses of all officers and of the corporation, partners of the partner ship and members if management is reserved to members or managers if manage ment is vested in one or more managers of the limited liability company, and shall be accompanied by the fee specified in s. 440.05 (1). If there is a change in any of the officers or, partners, members or managers, the change shall be reported to the de partment, on the same form, within 30 days after the effective date of the change.

AB923, s. 74 Section 74. 452.14 (4) of the statutes is amended to read:

AB923,24,17 452.14 (4) If a broker is a company it shall be sufficient cause for reprimand or for the limitation, suspension or revocation of a broker's license that any officer, director or trustee of the company, or any member of a partnership, any member of a limited liability company if management is reserved to members or any manager if management is vested in one or more managers, or anyone who has a financial in terest in or is in any way connected with the operation of a brokerage business, has been guilty of any act or omission which would be cause for refusing a broker's license to such person as an individual.

AB923, s. 75 Section 75. 452.22 (2) of the statutes is amended to read:

AB923,25,2 452.22 (2) The certificate of the secretary or his or her designee to the effect that a specified individual, partnership or, corporation or limited liability company is not or was not on a specified date the holder of a broker's, salesperson's or time-share salesperson's license or registration, or that a specified license or registration was not in effect on a date specified, or as to the issuance, limitation, suspension or re vocation of any license or registration or the reprimand of any holder thereof, the fil ing or withdrawal of any application or its existence or nonexistence, is prima facie evidence of the facts therein stated for all purposes in any action or proceedings.

AB923, s. 76 Section 76. 551.02 (13) (b) of the statutes is amended to read:

AB923,25,14 551.02 (13) (b) "Security" does not include any fixed or variable insurance or endowment policy or annuity contract under which an insurer promises to pay money either in a lump sum or periodically for life or some other specified period; any beneficial interest in any voluntary inter vivos trust not created for the purpose of carrying on any business or solely for the purpose of voting; or any beneficial interest in any testamentary trust; or any member's interest that includes all of the rights set forth in s. 183.0102 (11) in a limited liability company organized under ch. 183 if the aggregate number of members of the limited liability company, after the inter est is transferred sold, does not exceed 15 and the right to manage, and the articles of organization do not vest management of the limited liability company is vested in its members in one or more managers.

AB923, s. 77 Section 77. 551.02 (13) (c) of the statutes is amended to read:

AB923,26,3 551.02 (13) (c) "Security" Except as provided in par. (b), "security" is presumed to include an a member's interest in a limited liability company organized under ch. 183 if the right to manage articles of organization vest management of the limited liability company is vested in, or if the operating agreement delegates the essential managerial responsibility of the limited liability company to, one or more managers who are not members, or if the aggregate number of members of the limited liability company, after the interest is sold, exceeds 35. "Security" is not presumed not to in clude an a member's interest in a limited liability company organized under ch. 183 if the aggregate number of members of the limited liability company, after the inter est is sold, does not exceed 35 and the right to manage articles of organization do not vest management of the limited liability company is vested in, nor does the operating agreement delegate the essential managerial responsibilities of the limited liability company to its members one or more managers who are not members.

AB923, s. 78 Section 78. 628.04 (1) (b) 1. of the statutes is amended to read:

AB923,26,9 628.04 (1) (b) 1. That if a natural person, the applicant has the intent in good faith to do business as an intermediary or, if a corporation, partnership or limited liability company, has that intent and has included that purpose in the articles of in corporation, association or organization certificate of limited partnership or general partnership agreement or limited liability company operating agreement;

AB923, s. 79 Section 79. Chapter 776 of the statutes is repealed.

AB923, s. 80 Section 80. 813.02 (3) of the statutes is repealed.

AB923, s. 81 Section 81. 813.09 of the statutes is repealed.

AB923, s. 82 Section 82. 891.20 of the statutes is amended to read:

AB923,27,6 891.20 Articles of incorporation, presumptions. Any Except as provided in s. 180.0203 (2), any charter or patent of incorporation which shall have been issued by the governor or secretary of state, or both, to any corporation under any law of the state; any certificate of organization or association of any corporation or joint stock company; the articles of organization of a limited liability company; the articles of association or organization of any corporation, or a certified copy thereof, which shall have been filed or recorded in the office of the secretary of state, or recorded in the office of any register of deeds or filed or recorded in the office of any clerk of the circuit court under any law of the state; any certificate or resolution for the purpose of amendment, and every amendment in any form, of the charter, patent, certificate or articles of association or organization or of the name, corporate powers or purposes of any corporation or limited liability company, filed or recorded in either of said offices and a certified copy of any such document so filed or recorded shall be received as conclusive evidence of the existence of the corporation, limited liability company or joint stock company mentioned therein, or of the due amendment of the charter, patent, certificate or articles of association or organization thereof in all cases where such facts are only collaterally involved; and as presumptive evidence thereof and of the facts therein stated in all other cases.

AB923, s. 83 Section 83. 972.085 of the statutes is amended to read:

AB923,27,14 972.085 Immunity; use standard. Immunity from criminal or forfeiture pro secution under ss. 13.35, 17.16 (7), 77.61 (12), 93.17, 111.07 (2) (b), 128.16, 133.15, 139.20, 139.39 (5), 195.048, 196.48, 551.56 (3), 553.55 (3), 601.62 (5), 767.47 (4), 767.65 (21), 776.23, 885.15, 885.24, 885.25 (2), 891.39 (2), 968.26, 972.08 (1) and 979.07 (1), provides immunity only from the use of the compelled testimony or evi dence in subsequent criminal or forfeiture proceedings, as well as immunity from the use of evidence derived from that compelled testimony or evidence.

AB923, s. 84 Section 84. Initial applicability.

AB923,27,20 (1)  The treatment of section 71.07 (7) (b) of the statutes first applies to a tax able year of a limited liability company that begins on January 1, 1995, and first ap plies to the appropriate taxable year of a member of a limited liability company to conform the member's treatment of the credit to the limited liability company's treat ment.

AB923,27,23 (2)  The renumbering and amendment of section 180.1915 of the statutes and the creation of section 180.1915 (1) and (2) of the statutes first apply to civil actions commenced on the effective date of this subsection.

AB923,27,24 (End)