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.
183.0109 183.0109 Forms.
183.0109(1)(a) (a) The department shall prescribe, and furnish on request, forms for all of the following documents:
183.0109(1)(a)1. 1. A foreign limited liability company's application for a certificate of registration under s. 183.1004.
183.0109(1)(a)2. 2. A foreign limited liability company's application for an amended certificate of registration under s. 183.1006.
183.0109(1)(a)3. 3. A foreign limited liability company's application for a certificate of withdrawal under s. 183.1011.
183.0109(1)(a)4. 4. An annual report under s. 183.0120.
183.0109(1)(a)5. 5. An application for a certificate of conversion under s. 183.1207 (5).
183.0109(1)(b) (b) The forms prescribed by the department under par. (a) 1. to 4. shall require disclosure of only the information required under ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.
183.0109(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.
183.0109(2) (2)The department may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.
183.0110 183.0110 Filing duty of department of financial institutions.
183.0110(1)(1)Upon receipt of a document by the department for filing under this chapter, the department shall stamp or otherwise endorse the date of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date of receipt.
183.0110(2)(a)(a) Except as provided in par. (b), if a document satisfies s. 183.0108 and the terms of the document satisfy the applicable provisions of this chapter, the department shall file the document by stamping or otherwise endorsing “filed", together with the department's name, on both the original and the document copy. After filing a document, the department shall deliver the document copy to the domestic limited liability company or foreign limited liability company, or its representative.
183.0110(2)(b) (b) If a domestic limited liability company or foreign limited liability company is in default in the payment of any fee required under this chapter, the department shall refuse to file any document relating to the domestic limited liability company or foreign limited liability company until all delinquent fees are paid by the domestic limited liability company or foreign limited liability company.
183.0110(3)(a)(a) If the department refuses to file a document, the department shall return it to the domestic limited liability company or foreign limited liability company, or its representative, within 5 business days after the date on which the document is received by the department for filing, together with a brief, written explanation of the reason for the refusal.
183.0110(3)(b) (b) The department's failure to either file or return a document within 5 business days after the date on which it is received constitutes a refusal to file the document.
183.0110(3)(c) (c) Except as provided in s. 183.0112 (3), if a document that had been refused for filing by the department is resubmitted to and filed by the department, the effective date of the filed document under s. 183.0111 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with s. 183.0111 (2). The effective time of the resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever is applicable.
183.0110(4) (4)Except as provided in s. 183.0204 (2), the department's filing of a document or refusal to file a document does not do any of the following:
183.0110(4)(a) (a) Affect the validity or invalidity of the document in whole or part.
183.0110(4)(b) (b) Relate to the correctness or incorrectness of information contained in the document.
183.0110(4)(c) (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
183.0110 History History: 1993 a. 112; 1995 a. 27; 2001 a. 44.
183.0111 183.0111 Effective date and time of document.
183.0111(1)(a) (a) Except as provided in sub. (2) and ss. 183.0105 (7), 183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:
183.0111(1)(a)1. 1. The time of day specified in the document as its effective time.
183.0111(1)(a)2. 2. If no effective time is specified, at the close of business.
183.0111(1)(b) (b) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 183.0110 (1).
183.0111(2) (2)A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
183.0111 History History: 1993 a. 112; 1995 a. 27.
183.0112 183.0112 Correcting filed document.
183.0112(1)(1)A domestic limited liability company or foreign limited liability company may correct a document that is filed by the 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.
183.0112(2) (2)To correct a document under sub. (1), a domestic limited liability company or foreign limited liability company shall prepare and deliver to the department for filing articles of correction that satisfy all of the following:
183.0112(2)(a) (a) Describe the document, including its filing date, or include a copy of the document.
183.0112(2)(b) (b) Specify the incorrect statement and the reason that it is incorrect, or specify the manner in which the execution was defective, whichever is applicable.
183.0112(2)(c) (c) Correct the incorrect statement or defective execution.
183.0112(3)(a)(a) Except as provided in par. (b), articles of correction are effective as of the effective date of the document that they correct.
183.0112(3)(b) (b) With respect to persons relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
183.0112 History History: 1993 a. 112; 1995 a. 27.
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2017-18 Wisconsin Statutes updated through 2019 Wis. Act 50 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on December 6, 2019. Published and certified under s. 35.18. Changes effective after December 6, 2019, are designated by NOTES. (Published 12-6-19)