183.1011
183.1011
Withdrawal of registration. 183.1011(1)
(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 department.
183.1011(2)
(2) 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 department for filing. The application shall include all of the following:
183.1011(2)(a)
(a) The name of the foreign limited liability company and the name of the state or jurisdiction under whose laws it is organized.
183.1011(2)(b)
(b) A statement that the foreign limited liability company is not transacting business in this state and that it surrenders its authority to transact business in this state.
183.1011(2)(c)
(c) A statement that the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under
s. 183.1010 (3) and
(4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.
183.1011(2)(d)
(d) An address to which a person may mail a copy of any process against the foreign limited liability company.
183.1011(2)(e)
(e) A commitment to notify the department in the future of any change in the mailing address of the foreign limited liability company principal office.
183.1011 History
History: 1993 a. 112;
1995 a. 27.
183.1020
183.1020
Grounds for revocation. 183.1020(1)
(1) Except as provided in
sub. (2), the department may bring a proceeding under
s. 183.1021 to revoke the certificate of registration of a foreign limited liability company registered to transact business in this state if any of the following applies:
183.1020(1)(a)
(a) The foreign limited liability company fails to file its annual report with the department within 4 months after it is due.
183.1020(1)(b)
(b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
183.1020(1)(c)
(c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.
183.1020(1)(d)
(d) The foreign limited liability company does not inform the department under
s. 183.1008 or
183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.
183.1020(1)(e)
(e) The foreign limited liability company obtained its certificate of registration through fraud.
183.1020(1)(f)
(f) The department receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.
183.1020(2)
(2) If the department receives a certificate under
sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the department shall issue a certificate of revocation under
s. 183.1021 (2) (b).
183.1020(3)
(3) A court may revoke under
s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the department of the action, and the department shall issue a certificate of revocation under
s. 183.1021 (2) (b).
183.1020 History
History: 1995 a. 27.
183.1021
183.1021
Procedure for and effect of revocation. 183.1021(1)
(1) If the department determines that one or more grounds exist under
s. 183.1020 (1) for revocation of a certificate of registration, the department shall serve the foreign limited liability company under
s. 183.1010 with written notice of the determination.
183.1021(2)(a)(a) Within 60 days after service of the notice is perfected under
s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.
183.1021(2)(b)
(b) If the foreign limited liability company fails to satisfy
par. (a), the department may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The department shall file the original of the certificate and serve a copy on the foreign limited liability company under
s. 183.1010.
183.1021(3)
(3) The authority of a foreign limited liability company to transact business in this state, other than as provided in
s. 183.1002 (2), ends on the date shown on the certificate revoking its certificate of registration.
183.1021(4)
(4) If the department or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under
s. 183.1010 (3) and
(4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.
183.1021(5)
(5) Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.
183.1021 History
History: 1995 a. 27.
183.1022
183.1022
Appeal from revocation. 183.1022(1)
(1) A foreign limited liability company may appeal the department's revocation of its certificate of registration under
s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under
s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the department's certificate of revocation.
183.1022(2)
(2) The court may order the department to reinstate the certificate of registration or may take any other action that the court considers appropriate.
183.1022(3)
(3) The court's final decision may be appealed as in other civil proceedings.
183.1022 History
History: 1995 a. 27.
SUITS BY AND AGAINST
A LIMITED LIABILITY COMPANY
183.1101
183.1101
Authority to sue on behalf of limited liability company. 183.1101(1)(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 one or more members of the limited liability company, whether or not the management of the limited liability company 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.
183.1101(2)
(2) In an action brought on behalf of a limited liability company, the member bringing the action shall be a member at the time of bringing the action and at the time of the transaction which is the subject of the action or 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 person who was a member at the time of the transaction.
183.1101(3)
(3) In an action brought on behalf of a limited liability company, the complaint shall describe with particularity the authorization of the member to bring the action and the determination of the authorization.
183.1101(4)
(4) If an action brought on behalf of a limited liability company is successful, in whole or in part, as a result of a judgment, compromise or settlement of the action, the court may award the member bringing the action reasonable expenses, including reasonable attorney fees, from any recovery in the action or from the limited liability company.
183.1101 History
History: 1993 a. 112;
1995 a. 400.
183.1102
183.1102
Effect of lack of authority to sue. The lack of authority of a member 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.
183.1102 History
History: 1993 a. 112;
1995 a. 400.
MERGER
183.1201(1)(1) Unless the context requires otherwise, in this subchapter, "limited liability company" includes a domestic limited liability company and a foreign limited liability company.
183.1201(2)
(2) Unless otherwise provided in an operating agreement, one or more limited liability companies may merge with or into one or more other limited liability companies or one or more other foreign limited liability companies, with the surviving limited liability company being the limited liability company provided in the plan of merger.
183.1201(3)
(3) Interests in a limited liability company that is a party to a merger may be exchanged for or converted into cash, property, obligations or interest in the surviving limited liability company or of any other limited liability company.
183.1201 History
History: 1993 a. 112.
183.1202(1)(1) Unless otherwise provided in an operating agreement, a limited liability company that is a party to a proposed merger shall approve the plan of merger by an affirmative vote of members as described in
s. 183.0404 (1) (a). Unless otherwise provided in an operating agreement or waived by the members, a limited liability company may obtain the approving vote of its members only after providing the members with not less than 10 nor more than 50 days' written notice of its intent to merge accompanied by the plan of merger.
183.1202(2)
(2) Unless otherwise provided in an operating agreement, the manager or managers of a limited liability company may not approve a merger without also obtaining the approval of the limited liability company's members under
sub. (1).
183.1202(3)
(3) Each foreign limited liability company that is a party to a proposed merger shall approve the merger in the manner and by the vote required by the laws applicable to the foreign limited liability company.
183.1202(4)
(4) Each limited liability company that is a party to the merger shall have any rights to abandon the merger that are provided for in the plan of merger or in the laws applicable to the limited liability company.
183.1202(5)
(5) Upon approval of a merger, the limited liability company shall notify each member of the approval and of the effective date of the merger.
183.1202 History
History: 1993 a. 112;
1995 a. 400.
183.1203(1)(1) Each limited liability company that is a party to a proposed merger shall enter into a written plan of merger to be approved under
s. 183.1202.
183.1203(2)
(2) The plan of merger shall include all of the following:
183.1203(2)(a)
(a) The name of each limited liability company that is a party to the merger and the name of the surviving limited liability company with, or into, which each other limited liability company proposes to merge.
183.1203(2)(c)
(c) The manner and basis of converting the interests in each limited liability company that is a party to the merger into limited liability company interests or obligations of the surviving limited liability company or into cash or other property.
183.1203(2)(d)
(d) Amendments to the articles of organization of the surviving limited liability company that will be effected by the merger.
183.1203(2)(e)
(e) Other necessary or desirable provisions relating to the proposed merger.
183.1203 History
History: 1993 a. 112;
1995 a. 400.
183.1204(1)(1) The surviving limited liability company shall deliver to the department articles of merger, executed by each party to the plan of merger, that include all of the following:
183.1204(1)(a)
(a) The name and state or jurisdiction of organization of each limited liability company that is to merge.
183.1204(1)(c)
(c) The name of the surviving or resulting limited liability company.
183.1204(1)(d)
(d) A statement as to whether the management of the surviving limited liability company will be reserved to its members or vested in one or more managers.
183.1204(2)
(2) A merger takes effect upon the effective date of the articles of merger.
183.1204 History
History: 1993 a. 112;
1995 a. 27.
183.1205
183.1205
Effects of merger. A merger has the following effects:
183.1205(1)
(1) The limited liability companies that are parties to the plan of merger become a single entity, which shall be the entity designated in the plan of merger as the surviving limited liability company.
183.1205(2)
(2) Each party to the plan of merger, except the surviving limited liability company, ceases to exist.
183.1205(3)
(3) The surviving limited liability company possesses all of the rights, privileges, immunities and powers of each merged limited liability company and is subject to all of the restrictions, disabilities and duties of each merged limited liability company.
183.1205(4)
(4) All property and all debts, including contributions, and each interest belonging to or owed to each of the parties to the merger is vested in the surviving limited liability company without further act.
183.1205(5)
(5) Title to all real estate and any interest in real estate, vested in any party to the merger, does not revert and is not in any way impaired because of the merger.
183.1205(6)
(6) The surviving limited liability company has all of the liabilities and obligations of each of the parties to the plan of merger and any claim existing or action or proceeding pending by or against any merged limited liability company may be prosecuted as if the merger had not taken place, or the surviving limited liability company may be substituted in the action.
183.1205(7)
(7) The rights of creditors and any liens on the property of any party to the plan of merger survive the merger.
183.1205(8)
(8) The interests in a limited liability company that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger or the rights otherwise provided by law.
183.1205(9)
(9) The articles of organization of the surviving limited liability company are amended to the extent provided in the articles of merger.
183.1205 History
History: 1993 a. 112.
183.1206
183.1206
Right to object. Unless otherwise provided in an operating agreement, upon receipt of the notice required by
s. 183.1202 (5), a member who did not vote in favor of the merger may, within 20 days after the date of the notice, voluntarily dissociate from the limited liability company under
s. 183.0802 (3) and receive fair value for the member's limited liability company interest under
s. 183.0604.
