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:
183.0114(2)(a) (a) Providing a confirmation of status by telephone.
183.0114(2)(b) (b) Filing a domestic limited liability company's or a foreign limited liability company's statement of change of registered office if the only change is to an address and all of the following apply:
183.0114(2)(b)1. 1. The new address is the result of a change in the way a county, city, village or town or the U.S. postal service describes the physical location of the registered office.
183.0114(2)(b)2. 2. A copy of the notice indicating the new address is submitted with the statement.
183.0114(2)(b)3. 3. The physical location of the registered office has not changed.
183.0114(2)(c) (c) Filing a certificate of revocation of registration to transact business.
183.0114(2m) (2m)
183.0114(2m)(a)(a) In this subsection, “student entrepreneur" means a student to whom all of the following apply:
183.0114(2m)(a)1. 1. The student is enrolled in a postsecondary institution in this state.
183.0114(2m)(a)2. 2. The student is an organizer of a limited liability company or will be a member of the limited liability company upon its formation, and the limited liability company is being formed as a business start-up.
183.0114(2m)(a)3. 3. The student is at least 18 years of age.
183.0114(2m)(b) (b) The department may not collect a fee for filing articles of organization if all of the following apply:
183.0114(2m)(b)1. 1. All members of the limited liability company, upon its formation, are student entrepreneurs.
183.0114(2m)(b)2. 2. If the limited liability company is formed by any organizer who will not become a member of the limited liability company upon its formation, all such organizers of the limited liability company are student entrepreneurs.
183.0114(3) (3)The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
183.0120 183.0120 Annual report.
183.0120(1)(1)Each foreign limited liability company registered to transact business in this state and each domestic limited liability company shall file with the department an annual report that includes all of the following information:
183.0120(1)(a) (a) The name of the domestic or foreign limited liability company and, if a foreign limited liability company, the state or country under whose law it is organized.
183.0120(1)(b) (b) The address of the domestic or foreign limited liability company's registered office and the name of its registered agent at that office in this state.
183.0120(1)(c) (c) The address of the domestic or foreign limited liability company's principal office.
183.0120(1)(d) (d) If management of the domestic or foreign limited liability company is vested in one or more managers, the name and business address of each manager.
183.0120(1)(e) (e) If the company is a foreign limited liability company, the name and business address of each member of the foreign limited liability company.
183.0120(1)(f) (f) A brief description of the nature of the domestic or foreign limited liability company's business.
183.0120(2) (2)Information in the annual report shall be current as of the date on which the annual report is executed on behalf of the domestic or foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the domestic or foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the department.
183.0120(3) (3)A domestic limited liability company shall deliver its annual report to the department during the calendar quarter during which each anniversary of the effective date of the limited liability company's articles of organization under s. 183.0111 occurs. A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.
183.0120(4) (4)If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
183.0120(5) (5)An annual report is effective on the date that it is filed by the department.
183.0120 History History: 1995 a. 27, 225; 2003 a. 33.
subch. II of ch. 183 SUBCHAPTER II
ORGANIZATION
183.0201 183.0201 Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the department for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter.
183.0201 History History: 1993 a. 112; 1995 a. 27, 400.
183.0202 183.0202 Articles of organization. The articles of organization shall contain all of and only the following information:
183.0202(1) (1)A statement that the limited liability company is organized under this chapter.
183.0202(2) (2)A name for the limited liability company that satisfies s. 183.0103.
183.0202(3) (3)The street address of the registered office and the name of the registered agent at that office.
183.0202(4) (4)If management of the limited liability company is vested in one or more managers, a statement to that effect.
183.0202(5) (5)The name and address of each person organizing the limited liability company.
183.0202(6) (6)If applicable, the delayed effective date and time of the articles of organization permitted under s. 183.0111 (2).
183.0202 History History: 1993 a. 112; 1995 a. 400.
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2017-18 Wisconsin Statutes updated through 2019 Wis. Act 102 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on February 24, 2020. Published and certified under s. 35.18. Changes effective after February 24, 2020, are designated by NOTES. (Published 2-24-20)