183.0104(1) (1) A person may reserve the exclusive use of a limited liability company name, including a fictitious name for a foreign limited liability company whose name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the applicant's name and address and the name proposed to be reserved. If the department finds that the name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.
183.0104(1m) (1m) A domestic limited liability company or a foreign limited liability company authorized to transact business in this state may, upon merger, change of name, or dissolution, register its company name for no more than 10 years by delivering to the department for filing an application, executed by the domestic limited liability company or foreign limited liability company, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the company name or an application for an amended certificate of registration that changes the company name.
183.0104(2) (2) A person who has the right to exclusive use of a reserved name under sub. (1) or (1m) may transfer the reservation to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.
183.0104(3)(a)(a) A foreign limited liability company may register its name if the name is distinguishable upon the records of the department from the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability company delivers to the department for filing an application complying with par. (b).
183.0104(3)(b) (b) A foreign limited liability company's application to register a name shall be accompanied by a certificate of status or similar document from the state or other jurisdiction of organization and shall include all of the following information:
183.0104(3)(b)1. 1. The foreign limited liability company's name.
183.0104(3)(b)2. 2. The state or jurisdiction and the date of its organization.
183.0104(3)(b)3. 3. The street address of its principal office.
183.0104(3)(c) (c) The registration expires annually on December 31. A foreign limited liability company may renew its registration by delivering to the department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.
183.0104(4) (4) A name is registered under sub. (1), (1m), or (3) for the applicant's exclusive use on the effective date of the application.
183.0104 History History: 1993 a. 112; 1995 a. 27; 2001 a. 44; 2009 a. 236.
183.0105 183.0105 Registered office and registered agent.
183.0105(1)(1) Each limited liability company shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be one of the following:
183.0105(1)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.
183.0105(1)(b) (b) A domestic corporation, limited liability company, limited partnership, registered limited liability partnership, or corporation organized or registered in this state, whose business office is identical with the registered office.
183.0105(1)(c) (c) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
183.0105(2) (2) A limited liability company may change its registered office or registered agent, or both, by doing any of the following:
183.0105(2)(a) (a) Delivering to the department for filing a statement of change.
183.0105(2)(b) (b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of organization or in articles of merger.
183.0105(2)(c) (c) Including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. This paragraph also applies to a foreign limited liability company. A change under this paragraph is effective on the date the annual report is filed by the department.
183.0105(3) (3) A statement of change delivered under sub. (2) (a) shall include all of the following information:
183.0105(3)(a) (a) The name of the limited liability company.
183.0105(3)(b) (b) The name of its registered agent, as changed.
183.0105(3)(c) (c) The street address of its registered agent, as changed.
183.0105(3)(d) (d) A statement that after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
183.0105(4) (4) If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any limited liability company for which that person is the registered agent. To make a change under this subsection, the registered agent shall notify the limited liability company in writing of the change and deliver to the department for filing a signed statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.
183.0105(5) (5) The registered agent of a limited liability company may resign as registered agent by delivering to the department for filing a written statement that includes all of the following information:
183.0105(5)(a) (a) The name of the limited liability company for which the registered agent is acting.
183.0105(5)(b) (b) The name of the registered agent.
183.0105(5)(c) (c) The street address of the limited liability company's current registered office and its principal office.
183.0105(5)(d) (d) A statement that the registered agent resigns.
183.0105(5)(e) (e) If applicable, a statement that the registered office is also discontinued.
183.0105(6) (6) After filing the statement required under sub. (5), the department shall mail a copy of the statement to the limited liability company at its principal office.
183.0105(7) (7) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
183.0105(7)(a) (a) Thirty days after the date determined under s. 183.0111 (1).
183.0105(7)(b) (b) The date on which the appointment of a successor registered agent is effective.
183.0105(8)(a)(a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice or demand required or permitted by law to be served on the limited liability company.
183.0105(8)(b) (b) Except as provided in par. (c), if a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under this paragraph at the earliest of the following:
183.0105(8)(b)1. 1. The date on which the limited liability company receives the mail.
183.0105(8)(b)2. 2. The date shown on the return receipt, if signed on behalf of the limited liability company.
183.0105(8)(b)3. 3. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
183.0105(8)(c) (c) Except as provided in s. 183.09025 (2) (d), if the address of the limited liability company's principal office cannot be determined from the records of the department, the limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the department, is located.
183.0105(8)(d) (d) This subsection does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a limited liability company in any other manner permitted by law.
183.0106 183.0106 Nature of business.
183.0106(1)(1) A limited liability company may be organized under this chapter for any lawful purpose. A limited liability company engaging in a business that is subject to the provisions of another chapter may organize under this chapter only if not prohibited by, and subject to all limitations of, the other chapter.
183.0106(2) (2) Unless otherwise provided in an operating agreement, a limited liability company organized and existing under this chapter has the same powers as an individual to do all things necessary and convenient to carry out its business, including but not limited to all of the following:
183.0106(2)(a) (a) Sue and be sued, complain and defend in its name.
183.0106(2)(b) (b) Purchase, take, receive, lease or otherwise acquire and own, hold, improve, use and otherwise deal in or with real or personal property, or any legal or equitable interest in real or personal property, wherever situated.
183.0106(2)(c) (c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange and otherwise dispose of all or any part of its property.
183.0106(2)(d) (d) Lend money, property and services to, and otherwise assist, its members or managers, if any.
183.0106(2)(e) (e) Purchase, take, receive, subscribe for or otherwise acquire and own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other enterprise or entity.
183.0106(2)(f) (f) Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income.
183.0106(2)(g) (g) Lend money, invest and reinvest its funds, and receive and hold real or personal property as security for repayment.
183.0106(2)(h) (h) Conduct its business, locate offices and exercise the powers granted by this chapter inside or outside this state.
183.0106(2)(i) (i) Be a promoter, incorporator, partner, member, associate or manager of any enterprise or entity.
183.0106(2)(j) (j) Elect or appoint managers, agents and employees of the limited liability company, define their duties and fix their compensation.
183.0106(2)(k) (k) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of its current or former members, managers, employees and agents.
183.0106(2)(L) (L) Make donations to and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
183.0106(2)(m) (m) Indemnify a member, manager, employee, officer or agent or any other person.
183.0106(2)(n) (n) Transact any lawful business that the members or the managers find to be in aid of governmental policy.
183.0106(2)(o) (o) Make payments or donations, or do any other act not prohibited by law, that furthers the business of the limited liability company.
183.0106(2)(p) (p) Provide benefits or payments to members, managers, employees and agents of the limited liability company, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the members, managers, employees and agents of the limited liability company.
183.0106 History History: 1993 a. 112.
183.0107 183.0107 Execution of documents.
183.0107(1g) (1g) In this section:
183.0107(1g)(a) (a) "Electronic" has the meaning given in s. 183.0108 (1g) (b).
183.0107(1g)(b) (b) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
183.0107(1g)(c) (c) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
183.0107(1r) (1r) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the department shall be executed by a manager, if management of the limited liability company is vested in a manager or managers, or any member, if management of the limited liability company is reserved to the members.
183.0107(2) (2) The person executing the document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs.
183.0107(3) (3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the department.
183.0107 History History: 1993 a. 112; 1995 a. 27, 400; 2001 a. 44.
183.0108 183.0108 Filing requirements.
183.0108(1g)(1g) In this section:
183.0108(1g)(a) (a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
183.0108(1g)(b) (b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
183.0108(1r) (1r) Except as provided in sub. (3), to be filed under s. 183.0110, a document required or permitted to be filed under this chapter with the department shall satisfy all of the following requirements:
183.0108(1r)(a) (a) Contain the information required by this chapter.
183.0108(1r)(b) (b) Be in the English language, except that a limited liability company name need not be in English if it is written in English letters or Arabic or Roman numerals, and the application for registration required of a foreign limited liability company need not be in English if it is accompanied by a reasonably authenticated English translation.
183.0108(1r)(c) (c) Contain the name of the drafter, if required by s. 182.01 (3).
183.0108(1r)(d) (d) Be executed in accordance with s. 183.0107.
183.0108(1r)(e) (e) Be on the form prescribed by the department if the document is described in s. 183.0109 (1).
183.0108(1r)(f) (f) Be delivered to the office of the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 183.0114.
183.0108(2) (2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.
183.0108(3) (3) The department may waive any of the requirements of subs. (1r) and (2) and of s. 183.0107 if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
183.0108 History History: 1993 a. 112; 1995 a. 27; 2001 a. 44.
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2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Sept. 3, 2014. Published and certified under s. 35.18. Changes effective after Sept. 3, 2014 are designated by NOTES. (Published 9-3-14)