1995 Wisconsin Act 27

27,4768b Section 4768b. 183.0109 (1) (b) of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

183.0109 (1) (b) The forms prescribed by the secretary of state department under par. (a) 1. to 3. shall require disclosure of only the information required under ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.

27,4769b Section 4769b. 183.0109 (2) of the statutes is amended to read:

183.0109 (2) The secretary of state 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.

27,4770b Section 4770b. 183.0110 (title) of the statutes is amended to read:

183.0110 (title) Filing duty of secretary of state department of financial institutions.

27,4771b Section 4771b. 183.0110 (1) of the statutes is amended to read:

183.0110 (1) Upon receipt of a document by the office of the secretary of state department for filing under this chapter, the secretary of state department shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The secretary of state department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

27,4772b Section 4772b. 183.0110 (2) (a) of the statutes is amended to read:

183.0110 (2) (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 secretary of state department shall file the document by stamping or otherwise endorsing “filed", together with the secretary of state's department's name and official title, on both the original and the document copy. After filing a document, the secretary of state department shall deliver the document copy to the domestic limited liability company or foreign limited liability company, or its representative.

27,4773b Section 4773b. 183.0110 (2) (b) of the statutes is amended to read:

183.0110 (2) (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 secretary of state 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.

27,4774b Section 4774b. 183.0110 (3) (a) of the statutes is amended to read:

183.0110 (3) (a) If the secretary of state department refuses to file a document, the secretary of state 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 office of the secretary of state department for filing, together with a brief, written explanation of the reason for the refusal.

27,4775b Section 4775b. 183.0110 (3) (b) of the statutes is amended to read:

183.0110 (3) (b) The secretary of state's 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.

27,4776b Section 4776b. 183.0110 (3) (c) of the statutes is amended to read:

183.0110 (3) (c) Except as provided in s. 183.0112 (3), if a document that had been refused for filing by the secretary of state department is resubmitted to and filed by the secretary of state department, the effective date of the filed document under s. 183.0111 is the date that the resubmitted document is received by the office of the secretary of state 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.

27,4777b Section 4777b. 183.0110 (4) (intro.) of the statutes is amended to read:

183.0110 (4) (intro.) Except as provided in s. 183.0204 (2), the secretary of state's department's filing of a document or refusal to file a document does not do any of the following:

27,4778 Section 4778 . 183.0111 (1) (a) (intro.) of the statutes is amended to read:

183.0111 (1) (a) (intro.) 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 secretary of state under this chapter is effective on the date that it is received by the office of the secretary of state for filing and at any of the following times on that date:

27,4779b Section 4779b. 183.0111 (1) (a) (intro.) of the statutes, as affected by this 1995 Wisconsin Act .... (this act), is amended to read:

183.0111 (1) (a) (intro.) 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 secretary of state department under this chapter is effective on the date that it is received by the office of the secretary of state department for filing and at any of the following times on that date:

27,4780b Section 4780b. 183.0111 (1) (b) of the statutes is amended to read:

183.0111 (1) (b) The date that a document is received by the office of the secretary of state department is determined by the secretary of state's department's endorsement on the original document under s. 183.0110 (1).

27,4781b Section 4781b. 183.0112 (1) of the statutes is amended to read:

183.0112 (1) A domestic limited liability company or foreign limited liability company may correct a document that is filed by the secretary of state 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.

27,4782b Section 4782b. 183.0112 (2) (intro.) of the statutes is amended to read:

183.0112 (2) (intro.) To correct a document under sub. (1), a domestic limited liability company or foreign limited liability company shall prepare and deliver to the secretary of state department for filing articles of correction that satisfy all of the following:

27,4783b Section 4783b. 183.0113 (1) of the statutes is amended to read:

183.0113 (1) Any person may obtain from the secretary of state department, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.

27,4784 Section 4784 . 183.0113 (2) (b) 1m. of the statutes is created to read:

183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the secretary of state an annual report required by s. 183.0120.

27,4785b Section 4785b. 183.0113 (2) (b) 1m. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

  183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the secretary of state department an annual report required by s. 183.0120.

27,4786 Section 4786 . 183.0113 (2) (b) 4. of the statutes is created to read:

183.0113 (2) (b) 4. The foreign limited liability company is not the subject of a proceeding to revoke its certificate of registration under s. 183.1021.

27,4787b Section 4787b. 183.0113 (3) of the statutes is amended to read:

183.0113 (3) The certificate of status may include other facts of record in the office of the secretary of state department that are requested.

27,4788b Section 4788b. 183.0113 (4) of the statutes is amended to read:

183.0113 (4) Upon request, the secretary of state 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).

27,4789b Section 4789b. 183.0113 (5) of the statutes is amended to read:

183.0113 (5) Subject to any qualification stated in a certificate or statement of status issued by the secretary of state 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.

27,4790b Section 4790b. 183.0113 (6) of the statutes is amended to read:

183.0113 (6) Upon request by telephone or otherwise, the office of the secretary of state 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).

27,4791b Section 4791b. 183.0114 (1) (intro.) of the statutes is amended to read:

183.0114 (1) (intro.) The secretary of state department shall collect the following fees when the documents described in this subsection are delivered to him or her for filing, or, under pars. (e) and (f), the telephone applications are made:

27,4791m Section 4791m. 183.0114 (1) (a) of the statutes is amended to read:

183.0114 (1) (a) Articles of organization, $90 $130.

27,4793 Section 4793 . 183.0114 (1) (w) of the statutes is created to read:

183.0114 (1) (w) Annual report of a foreign limited liability company, $50.

27,4796 Section 4796 . 183.0114 (2) (c) of the statutes is created to read:

183.0114 (2) (c) Filing a certificate of revocation of registration to transact business.

27,4797 Section 4797 . 183.0120 of the statutes is created to read:

183.0120 Annual report for foreign limited liability companies. (1) Each foreign limited liability company registered to transact business in this state shall file with the secretary of state an annual report that includes all of the following information:

(a) The name of the foreign limited liability company and the state or country under whose law it is organized.

(b) The address of the foreign limited liability company's registered office and the name of its registered agent at that office in this state.

(c) The address of the foreign limited liability company's principal office.

(d) If management of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.

(e) The name and business address of each member of the foreign limited liability company.

(f) A brief description of the nature of the foreign limited liability company's business.

(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state.

(3) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state 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.

(4) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting foreign limited liability company in writing and return the report to it for correction.

(5) An annual report is effective on the date that it is filed by the office of the secretary of state.

27,4798b Section 4798b. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

183.0120 (1) (intro.) Each domestic limited liability company and each foreign limited liability company registered to transact business in this state shall file with the secretary of state department an annual report that includes all of the following information:

(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic limited liability company or a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the domestic limited liability company's or foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state department.

(3) (a) A domestic limited liability company shall deliver its annual report to the secretary of state department in each year following the calendar year in which the domestic limited liability company was organized, during the calendar year quarter in which the anniversary date of the organization occurs.

(b) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state 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.

(4) If an annual report does not contain the information required by this section, the secretary of state department shall promptly notify the reporting domestic limited liability company or foreign limited liability company in writing and return the report to it for correction.

(5) An annual report is effective on the date that it is filed by the office of the secretary of state department.

27,4799b Section 4799b. 183.0201 of the statutes is amended to read:

183.0201 Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the secretary of state department for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter. A limited liability company shall have 2 or more members.

27,4800b Section 4800b. 183.0203 (2) (intro.) of the statutes is amended to read:

183.0203 (2) (intro.) A limited liability company amending its articles of organization shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

27,4801b Section 4801b. 183.0204 (2) of the statutes is amended to read:

183.0204 (2) The secretary of state's department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

27,4803b Section 4803b. 183.0906 (intro.) of the statutes is amended to read:

183.0906 Articles of dissolution. (intro.) After the dissolution of a limited liability company under s. 183.0901, the limited liability company may file articles of dissolution with the secretary of state department that include all of the following:

27,4812b Section 4812b. 183.1002 (1) of the statutes is amended to read:

183.1002 (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the secretary of state department.

27,4813b Section 4813b. 183.1003 (5) (b) of the statutes is amended to read:

183.1003 (5) (b) The foreign limited liability company shall pay the amount owed under par. (a) to the secretary of state department. The secretary of state department may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the secretary of state department any amount owed under par. (a).

27,4814b Section 4814b. 183.1004 (intro.) of the statutes is amended to read:

183.1004 Application for certificate of registration. (intro.) A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the secretary of state department for filing. The application shall include all of the following:

27,4815b Section 4815b. 183.1006 (1) (intro.) of the statutes is amended to read:

183.1006 (1) (intro.) A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of registration from the secretary of state department if the foreign limited liability company changes any of the following: