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.
183.0113 183.0113 Confirmation of status.
183.0113(1)(1)Any person may obtain from the department, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.
183.0113(2) (2)A certificate of status shall include all of the following information:
183.0113(2)(a) (a) The domestic limited liability company's name or the foreign limited liability company's name and fictitious name, if any, used in this state.
183.0113(2)(b) (b) Whether each of the following is true:
183.0113(2)(b)1. 1. The domestic limited liability company is organized under the laws of this state, or the foreign limited liability company is authorized to transact business in this state.
183.0113(2)(b)1m. 1m. The domestic or foreign limited liability company has, during its most recently completed report year, filed with the department an annual report required by s. 183.0120.
183.0113(2)(b)2. 2. The domestic limited liability company has not filed articles of dissolution.
183.0113(2)(b)3. 3. The foreign limited liability company has not applied for a certificate of withdrawal under s. 183.1011.
183.0113(2)(b)4. 4. The foreign limited liability company is not the subject of a proceeding to revoke its certificate of registration under s. 183.1021.
183.0113(2)(c) (c) The date of organization of the domestic limited liability company or the date of registration of the foreign limited liability company.
183.0113(3) (3)The certificate of status may include other facts of record in the department that are requested.
183.0113(4) (4)Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).
183.0113(5) (5)Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic limited liability company or foreign limited liability company is in existence or is authorized to transact business in this state.
183.0113(6) (6)Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).
183.0113 History History: 1993 a. 112; 1995 a. 27; 2003 a. 33.
183.0114 183.0114 Filing and service fees.
183.0114(1)(1)Except as provided under sub. (3), the department shall collect the following fees when the documents described in this subsection are delivered for filing, or, under pars. (e) and (f), the telephone applications are made:
183.0114(1)(a) (a) Except as provided in sub. (2m), articles of organization, $130.
183.0114(1)(b) (b) Application for use of indistinguishable name, $10.
183.0114(1)(c) (c) Written application for reserved name, $15.
183.0114(1)(d) (d) Written application for renewal of reserved name, $15.
183.0114(1)(e) (e) Telephone application for reserved name, $30.
183.0114(1)(f) (f) Telephone application for renewal of reserved name, $30.
183.0114(1)(g) (g) Notice of transfer of reserved name, $10.
183.0114(1)(h) (h) Application for registered name, $50.
183.0114(1)(i) (i) Application for renewal of registered name, $50.
183.0114(1)(j) (j) Subject to sub. (2) (b), a domestic limited liability company's or foreign limited liability company's statement of change of registered office, $10.
183.0114(1)(k) (k) Agent's statement of change of registered office, $10 for each affected domestic limited liability company or foreign limited liability company, except that if simultaneous filings are made the filing is reduced to $1 for each domestic limited liability company or foreign limited liability company in excess of 200.
183.0114(1)(L) (L) Agent's statement of resignation, $10.
183.0114(1)(m) (m) Amendment to articles of organization, $40.
183.0114(1)(mp) (mp) A certificate of conversion filed under s. 183.1207 (5), $150.
183.0114(1)(n) (n) Articles of merger, $150.
183.0114(1)(o) (o) Articles of dissolution, $20.
183.0114(1)(p) (p) Foreign limited liability company's application for certificate of registration, $100.
183.0114(1)(q) (q) Foreign limited liability company's application for amended certificate of registration, $40.
183.0114(1)(r) (r) Foreign limited liability company's application for certificate of withdrawal, $40.
183.0114(1)(s) (s) Articles of correction, $40.
183.0114(1)(t) (t) Request for certificate or statement of status, the fee established under s. 182.01 (4) (b).
183.0114(1)(u) (u) Processing in an expeditious manner a document required or permitted to be filed under this chapter, or preparing in an expeditious manner a certificate or statement of status, the fee established under s. 182.01 (4) (d).
183.0114(1)(v) (v) Annual report of a domestic limited liability company, $25.
183.0114(1)(w) (w) Annual report of a foreign limited liability company, $65.
183.0114(2) (2)The department may not collect a fee for any of the following:
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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)