LRB-0741/1
ARG:amn
2017 - 2018 LEGISLATURE
February 15, 2017 - Introduced by Senators Wanggaard, Nass, Craig, L. Taylor,
Olsen and Lasee, cosponsored by Representatives Jarchow, Steffen,
Nygren, Thiesfeldt, Fields, Allen, Spiros, R. Brooks, Sanfelippo,
Weatherston and Doyle. Referred to Committee on Revenue, Financial
Institutions and Rural Issues.
SB36,1,9 1An Act to renumber 178.1003 and 183.1004; to renumber and amend
2183.0120 (3), 183.0202 and 185.48 (3); to amend 178.0913 (3), 178.1004 (3),
3178.1004 (4), 180.0121 (1) (b), 180.1622 (3), 180.1921 (1), 181.0121 (1) (b),
4181.1622 (3), 183.0109 (1) (b), 185.05 (2) and 185.48 (5); and to create 178.0901
5(3m), 178.1003 (2m), 178.1004 (5), 180.0202 (2) (d), 180.1002 (8g), 180.1503
6(1m), 180.1504 (1) (d), 181.0202 (2) (d), 181.1002 (1) (h), 181.1503 (1m),
7181.1504 (1) (d), 183.0202 (2m), 183.1004 (2m) and 183.1006 (1) (d) of the
8statutes; relating to: the deadline for certain business entities to file annual
9reports with the Department of Financial Institutions.
Analysis by the Legislative Reference Bureau
This bill allows a corporation, limited liability company, limited liability
partnership, or incorporated cooperative to select the month in which it will file its
annual report with the Department of Financial Institutions and file the annual
report on any day within that month on which DFI receives such filings.
Current law requires a domestic corporation, LLC, LLP, or cooperative to
deliver its annual report to DFI during the calendar year quarter in which the
anniversary date of the business's formation occurs. For a foreign corporation, LLC,

or LLP, the annual report must be delivered to DFI during the first quarter of each
calendar year, regardless of when it became authorized to do business in Wisconsin.
This bill allows these domestic business entities to identify in their articles of
incorporation, articles of organization, or statements of qualification, as applicable,
the month in which they will file their annual reports. A foreign business entity may
identify, in its registration to do business in Wisconsin, the month in which it will file
its annual report. For both domestic and foreign business entities, if the business
entity does not identify such a month, the deadlines under current law for filing an
annual report continue to apply.
For further information see the state fiscal estimate, which will be printed as
an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB36,1 1Section 1. 178.0901 (3m) of the statutes is created to read:
SB36,2,32 178.0901 (3m) A statement of qualification may identify the month in which
3the limited liability partnership will file its annual report.
SB36,2 4Section 2. 178.0913 (3) of the statutes is amended to read:
SB36,2,145 178.0913 (3) (a) A domestic limited liability partnership shall deliver its
6annual report to the department in each year following the calendar year in which
7the domestic limited liability partnership's statement of qualification became
8effective,. If the domestic limited liability partnership has identified a month for
9filing its annual report as provided in s. 178.0901 (3m), the domestic limited liability
10partnership shall deliver its annual report to the department during that month. If
11the domestic limited liability partnership has not identified a month for filing under
12s. 178.0901 (3m), the domestic limited liability partnership shall deliver its annual
13report to the department
during the calendar year quarter in which the anniversary
14date of the statement of qualification's effective date occurs.
SB36,3,715 (b) A registered foreign limited liability partnership shall deliver its annual
16report to the department during the first calendar quarter of in each year following

1the calendar year in which the foreign limited liability partnership registered to do
2business in this state. If the foreign limited liability partnership has identified a
3month for filing its annual report as provided in s. 178.1003 (2m), the foreign limited
4liability partnership shall deliver its annual report to the department during that
5month. If the foreign limited liability partnership has not identified a month for
6filing under s. 178.1003 (2m), the foreign limited liability partnership shall deliver
7its annual report to the department during the first calendar quarter of the year.
SB36,3 8Section 3. 178.1003 of the statutes is renumbered 178.1003 (1m).
SB36,4 9Section 4. 178.1003 (2m) of the statutes is created to read:
SB36,3,1110 178.1003 (2m) A foreign registration statement may identify the month in
11which the foreign limited liability partnership will file its annual report.
SB36,5 12Section 5. 178.1004 (3) of the statutes is amended to read:
SB36,3,1313 178.1004 (3) An address required by s. 178.1003 (4) (1m) (d).
SB36,6 14Section 6. 178.1004 (4) of the statutes is amended to read:
SB36,3,1615 178.1004 (4) The information required by s. 178.1003 (5) (1m) (e), unless such
16information has previously been changed pursuant to s. 178.0909 or 178.0913 (5).
SB36,7 17Section 7. 178.1004 (5) of the statutes is created to read:
SB36,3,2018 178.1004 (5) The month of filing its annual report, if the foreign registration
19statement has previously identified a month in which the foreign limited liability
20partnership will file its annual report as provided in s. 178.1003 (2m).
SB36,8 21Section 8. 180.0121 (1) (b) of the statutes is amended to read:
SB36,4,222 180.0121 (1) (b) The forms prescribed by the department under par. (a) 1., 2.
23and 3. shall require disclosure of only the information required under ss. 180.1503,
24180.1520, 180.1622 and 180.1921, respectively, but the form prescribed under par.

1(a) 1. shall also allow an opportunity to provide the information under s. 180.1503
2(1m)
.
SB36,9 3Section 9. 180.0202 (2) (d) of the statutes is created to read:
SB36,4,44 180.0202 (2) (d) The month in which the corporation will file its annual report.
SB36,10 5Section 10. 180.1002 (8g) of the statutes is created to read:
SB36,4,86 180.1002 (8g) If the articles of incorporation identify a month in which the
7corporation will file its annual report as provided in s. 180.0202 (2) (d), to change the
8month of filing.
SB36,11 9Section 11. 180.1503 (1m) of the statutes is created to read:
SB36,4,1210 180.1503 (1m) A foreign corporation may, in its application for a certificate of
11authority under sub. (1), identify the month in which the foreign corporation will file
12its annual report.
SB36,12 13Section 12. 180.1504 (1) (d) of the statutes is created to read:
SB36,4,1614 180.1504 (1) (d) The month in which the foreign corporation will file its annual
15report, if the foreign corporation has previously identified a month for filing under
16s. 180.1503 (1m).
SB36,13 17Section 13. 180.1622 (3) of the statutes is amended to read:
SB36,4,2518 180.1622 (3) (a) A domestic corporation shall deliver its annual report to the
19department in each year following the calendar year in which the domestic
20corporation was incorporated,. If the domestic corporation has identified a month for
21filing its annual report as provided in s. 180.0202 (2) (d), the domestic corporation
22shall deliver its annual report to the department during that month. If the domestic
23corporation has not identified a month for filing under s. 180.0202 (2) (d), the
24domestic corporation shall deliver its annual report to the department
during the
25calendar year quarter in which the anniversary date of the incorporation occurs.
SB36,5,9
1(b) A foreign corporation authorized to transact business in this state shall
2deliver its annual report to the department during the first calendar quarter of in
3each year following the calendar year in which the foreign corporation becomes
4authorized to transact business in this state. If the foreign corporation has identified
5a month for filing its annual report as provided in s. 180.1503 (1m), the foreign
6corporation shall deliver its annual report to the department during that month. If
7the foreign corporation has not identified a month for filing under s. 180.1503 (1m),
8the foreign corporation shall deliver its annual report to the department during the
9first calendar quarter of the year.
SB36,14 10Section 14. 180.1921 (1) of the statutes is amended to read:
SB36,5,1911 180.1921 (1) A service corporation shall deliver to the department for filing a
12report in each year following the year in which the service corporation's articles of
13incorporation were filed by the department,. If the service corporation has identified
14a month for filing its annual report as provided in s. 180.0202 (2) (d), the service
15corporation shall deliver its annual report to the department during that month. If
16the service corporation has not identified a month for filing under s. 180.0202 (2) (d),
17the service corporation shall deliver its annual report to the department
during the
18calendar year quarter in which the anniversary of the filing date of the incorporation
19occurs.
SB36,15 20Section 15. 181.0121 (1) (b) of the statutes is amended to read:
SB36,5,2421 181.0121 (1) (b) The forms prescribed by the department under par. (a) 1. and
222. shall require disclosure of only the information required under ss. 181.1503,
23181.1520, and 181.1622, respectively, but the form prescribed under par. (a) 1. shall
24also allow an opportunity to provide the information under s. 181.1503 (1m)
.
SB36,16 25Section 16. 181.0202 (2) (d) of the statutes is created to read:
SB36,6,1
1181.0202 (2) (d) The month in which the corporation will file its annual report.
SB36,17 2Section 17. 181.1002 (1) (h) of the statutes is created to read:
SB36,6,53 181.1002 (1) (h) If the articles of incorporation identify a month in which the
4corporation will file its annual report as provided in s. 181.0202 (2) (d), to change the
5month of filing.
SB36,18 6Section 18. 181.1503 (1m) of the statutes is created to read:
SB36,6,97 181.1503 (1m) A foreign corporation may, in its application for a certificate of
8authority under sub. (1), identify the month in which the foreign corporation will file
9its annual report.
SB36,19 10Section 19. 181.1504 (1) (d) of the statutes is created to read:
SB36,6,1311 181.1504 (1) (d) The month in which the foreign corporation will file its annual
12report, if the foreign corporation has previously identified a month for filing under
13s. 181.1503 (1m).
SB36,20 14Section 20. 181.1622 (3) of the statutes is amended to read:
SB36,6,2315 181.1622 (3) Filing deadline. (a) A domestic corporation shall deliver its
16annual report to the department in each year following the calendar year in which
17the domestic corporation was incorporated or domesticated under s. 181.1533,. If the
18domestic corporation has identified a month for filing its annual report as provided
19in s. 181.0202 (2) (d), the domestic corporation shall deliver its annual report to the
20department during that month. If the domestic corporation has not identified a
21month for filing under s. 181.0202 (2) (d), the domestic corporation shall deliver its
22annual report to the department
during the calendar year quarter in which the
23anniversary date of incorporation occurs.
SB36,7,724 (b) A foreign corporation authorized to transact business in this state shall
25deliver its annual report to the department during the first calendar quarter of in

1each year following the calendar year in which the foreign corporation becomes
2authorized to transact business in this state. If the foreign corporation has identified
3a month for filing its annual report as provided in s. 181.1503 (1m), the foreign
4corporation shall deliver its annual report to the department during that month. If
5the foreign corporation has not identified a month for filing under s. 181.1503 (1m),
6the foreign corporation shall deliver its annual report to the department during the
7first calendar quarter of the year.
SB36,21 8Section 21. 183.0109 (1) (b) of the statutes is amended to read:
SB36,7,139 183.0109 (1) (b) The forms prescribed by the department under par. (a) 1. to 4.
10shall require disclosure of only the information required under ss. 183.1004,
11183.1006, 183.1011, and 183.0120, respectively , but the forms prescribed under par.
12(a) 1. and 2. shall also allow an opportunity to provide the information under s.
13183.1004 (2m)
.
SB36,22 14Section 22. 183.0120 (3) of the statutes is renumbered 183.0120 (3) (a) and
15amended to read:
SB36,8,216 183.0120 (3) (a) A domestic limited liability company shall deliver its annual
17report to the department during in each year following the calendar quarter during
18which each anniversary of the effective date of year in which the limited liability
19company's articles of organization became effective under s. 183.0111 occurs. If the
20domestic limited liability company has identified a month for filing its annual report
21as provided in s. 183.0202 (2m), the domestic limited liability company shall deliver
22its annual report to the department during that month. If the domestic limited
23liability company has not identified a month for filing under s. 183.0202 (2m), the
24domestic limited liability company shall deliver its annual report to the department


1during the calendar year quarter during which each anniversary of the effective date
2of the limited liability company's articles of organization under s. 183.0111 occurs
.
SB36,8,12 3(b) A foreign limited liability company registered to transact business in this
4state shall deliver its annual report to the department during the first calendar
5quarter of
in each year following the calendar year in which the foreign limited
6liability company becomes registered to transact business in this state. If the foreign
7limited liability company has identified a month for filing its annual report as
8provided in s. 183.1004 (2m), the foreign limited liability company shall deliver its
9annual report to the department during that month. If the foreign limited liability
10company has not identified a month for filing under s. 183.1004 (2m), the foreign
11limited liability company shall deliver its annual report to the department during
12the first calendar quarter of the year.
SB36,23 13Section 23. 183.0202 of the statutes is renumbered 183.0202 (1m), and
14183.0202 (1m) (intro.), as renumbered, is amended to read:
SB36,8,1615 183.0202 (1m) (intro.) The Except as provided in sub. (2m), the articles of
16organization shall contain all of and only the following information:
SB36,24 17Section 24. 183.0202 (2m) of the statutes is created to read:
SB36,8,1918 183.0202 (2m) The articles of organization may identify the month in which
19the limited liability company will file its annual report.
SB36,25 20Section 25. 183.1004 of the statutes is renumbered 183.1004 (1m).
SB36,26 21Section 26. 183.1004 (2m) of the statutes is created to read:
SB36,8,2422 183.1004 (2m) A foreign limited liability company may, in its application for
23a certificate of registration under sub. (1m), identify the month in which the foreign
24limited liability company will file its annual report.
SB36,27 25Section 27. 183.1006 (1) (d) of the statutes is created to read:
SB36,9,3
1183.1006 (1) (d) The month in which the foreign limited liability company will
2file its annual report, if the foreign limited liability company has previously
3identified a month for filing under s. 183.1004 (2m).
SB36,28 4Section 28. 185.05 (2) of the statutes is amended to read:
SB36,9,115 185.05 (2) It is not necessary to set forth in the articles any of the powers
6granted by this chapter. The articles may include additional provisions, consistent
7with law, including provisions which are required or permitted to be set forth in the
8bylaws. Any provision required or permitted in the bylaws has equal force and effect
9if stated in the articles. Whenever a provision of the articles is inconsistent with a
10bylaw, the articles control. The articles may also identify the month in which the
11cooperative will file its annual report.
SB36,29 12Section 29. 185.48 (3) of the statutes is renumbered 185.48 (3) (a) and
13amended to read:
SB36,9,2114 185.48 (3) (a) The annual report shall be delivered to the department in each
15year following the calendar year in which the cooperative's articles are filed by the
16department,. If the cooperative has identified a month for filing its annual report as
17provided in s. 185.05 (2), the cooperative shall deliver its annual report to the
18department during that month. If the cooperative has not identified a month for
19filing its annual report under s. 185.05 (2), the cooperative shall deliver its annual
20report to the department
during the calendar year quarter in which the anniversary
21of the filing of the cooperative's articles occurs.
SB36,9,25 22(b) If the annual report does not conform to requirements, it shall be returned
23to the cooperative for necessary corrections. The penalties for failure to file such the
24annual
report shall not apply if it is corrected and returned within 30 days after
25receipt thereof.
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