27,4825b
Section 4825b. 183.1011 (1) of the statutes is amended to read:
183.1011 (1) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state department.
27,4826b
Section 4826b. 183.1011 (2) (intro.) of the statutes is amended to read:
183.1011 (2) (intro.) A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state department for filing. The application shall include all of the following:
27,4827b
Section 4827b. 183.1011 (2) (e) of the statutes is amended to read:
183.1011 (2) (e) A commitment to notify the secretary of state department in the future of any change in the mailing address of the foreign limited liability company principal office.
27,4828
Section 4828
. 183.1020 of the statutes is created to read:
183.1020 Grounds for revocation. (1) Except as provided in sub. (2), the secretary of state may bring a proceeding under s. 183.1021 to revoke the certificate of registration of a foreign limited liability company registered to transact business in this state if any of the following applies:
(a) The foreign limited liability company fails to file its annual report with the secretary of state within 4 months after it is due.
(b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the secretary of state under this chapter.
(c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.
(d) The foreign limited liability company does not inform the secretary of state under s. 183.1008 or 183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.
(e) The foreign limited liability company obtained its certificate of registration through fraud.
(f) The secretary of state receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.
(2) If the secretary of state receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).
(3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the secretary of state of the action, and the secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).
27,4829b
Section 4829b. 183.1020 (1) (intro.), (a), (b), (d) and (f), (2) and (3) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:
183.1020 (1) (intro.) Except as provided in sub. (2), the secretary of state department may bring a proceeding under s. 183.1021 to revoke the certificate of registration of a foreign limited liability company registered to transact business in this state if any of the following applies:
(a) The foreign limited liability company fails to file its annual report with the secretary of state
department within 4 months after it is due.
(b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the secretary of state department under this chapter.
(d) The foreign limited liability company does not inform the secretary of state department under s. 183.1008 or 183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.
(f) The secretary of state department receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.
(2) If the secretary of state
department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the secretary of state department shall issue a certificate of revocation under s. 183.1021 (2) (b).
(3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the secretary of state department of the action, and the secretary of state department shall issue a certificate of revocation under s. 183.1021 (2) (b).
27,4830
Section 4830
. 183.1021 of the statutes is created to read:
183.1021 Procedure for and effect of revocation. (1) If the secretary of state determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the secretary of state shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.
(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist.
(b) If the foreign limited liability company fails to satisfy par. (a), the secretary of state may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.
(3) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.1002 (2), ends on the date shown on the certificate revoking its certificate of registration.
(4) If the secretary of state or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.
(5) Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.
27,4831b
Section 4831b. 183.1021 (1), (2) and (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:
183.1021 (1) If the secretary of state department determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the secretary of state department shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.
(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state department that each ground determined by the secretary of state department does not exist.
(b) If the foreign limited liability company fails to satisfy par. (a), the secretary of state department may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.
(4) If the secretary of state
department or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.
27,4832
Section 4832
. 183.1022 of the statutes is created to read:
183.1022 Appeal from revocation. (1) A foreign limited liability company may appeal the secretary of state's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the secretary of state's certificate of revocation.
(2) The court may order the secretary of state to reinstate the certificate of registration or may take any other action that the court considers appropriate.
(3) The court's final decision may be appealed as in other civil proceedings.
27,4833b
Section 4833b. 183.1022 (1) and (2) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:
183.1022 (1) A foreign limited liability company may appeal the secretary of state's department's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the secretary of state's department's certificate of revocation.
(2) The court may order the secretary of state department to reinstate the certificate of registration or may take any other action that the court considers appropriate.
27,4834b
Section 4834b. 183.1204 (1) (intro.) of the statutes is amended to read:
183.1204 (1) (intro.) The surviving limited liability company shall deliver to the secretary of state
department articles of merger, executed by each party to the plan of merger, that include all of the following:
27,4835b
Section 4835b. 183.1301 of the statutes is amended to read:
183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the secretary of state department, in the circuit court for Dane county, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the secretary of state department to file the appropriate articles or other document.
27,4838b
Section 4838b. 185.01 (3m) of the statutes is created to read:
185.01 (3m) “Department", except in s. 185.45 (3) (c) and (4) (d), means the department of financial institutions.
27,4939b
Section 4939b. 185.05 (3) of the statutes is amended to read:
185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the secretary of state department shall issue a certificate of incorporation. The secretary of state department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.
27,4840b
Section 4840b. 185.08 (3) of the statutes is amended to read:
185.08 (3) A registered agent may resign by mailing a written notice to both the secretary of state
department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the secretary of state department, whichever is sooner.
27,4841b
Section 4841b. 185.31 (3) of the statutes is amended to read:
185.31 (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the secretary of state department a report showing the names and addresses of all directors.
27,4842b
Section 4842b. 185.35 (1) of the statutes is amended to read:
185.35 (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the secretary of state
department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.
27,4843b
Section 4843b. 185.48 (2) of the statutes is amended to read:
185.48 (2) The annual report shall be made on forms furnished by the secretary of state department, and the information therein contained shall be given as of the date of the execution of the report. The secretary of state department shall forward by 1st class mail report blanks to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.
27,4844b
Section 4844b. 185.48 (3) of the statutes is amended to read:
185.48 (3) The annual report shall be delivered to the secretary of state department in each year following the year in which the cooperative's articles are filed by the secretary of state department, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.
27,4845b
Section 4845b. 185.48 (4) of the statutes is amended to read:
185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the secretary of state department of $26.
27,4846b
Section 4846b. 185.48 (5) of the statutes is amended to read:
185.48 (5) If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the secretary of state department shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the secretary of state department shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the secretary of state department shall not accept for filing any document respecting such cooperative except those incident to its dissolution.
27,4847b
Section 4847b. 185.48 (6) of the statutes is amended to read:
185.48 (6) The cooperative may be restored to good standing by delivering to the secretary of state
department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176.
27,4848b
Section 4848b. 185.53 (2) of the statutes is amended to read:
185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the secretary of state department may then issue a certificate of amendment.
27,4849b
Section 4849b. 185.62 (1m) of the statutes is amended to read:
185.62 (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, in the office of the secretary of state with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.
27,4850b
Section 4850b. 185.72 (3) (a) (intro.) of the statutes is amended to read:
185.72 (3) (a) (intro.) If it is established by the records in the office of the secretary of state
department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the secretary of state department may involuntarily dissolve the cooperative in the following manner:
27,4851b
Section 4851b. 185.72 (3) (a) 1. of the statutes is amended to read:
185.72 (3) (a) 1. The secretary of state department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.
27,4852b
Section 4852b. 185.72 (3) (a) 2. of the statutes is amended to read:
185.72 (3) (a) 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the secretary of state department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.
27,4853b
Section 4853b. 185.72 (3) (a) 3. of the statutes is amended to read:
185.72 (3) (a) 3. The secretary of state department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.
27,4854b
Section 4854b. 185.72 (3) (bm) (intro.) of the statutes is amended to read:
185.72 (3) (bm) (intro.) The secretary of state department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:
27,4855b
Section 4855b. 185.72 (3) (bm) 1. of the statutes is amended to read:
185.72 (3) (bm) 1. The cooperative files with the
secretary of state department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
27,4856b
Section 4856b. 185.72 (3) (bm) 2. of the statutes is amended to read:
185.72 (3) (bm) 2. The cooperative pays to the
secretary of state department $100 in liquidated damages to cover the efforts of the secretary of state department in rescinding the involuntary dissolution.
27,4857b
Section 4857b. 185.815 (intro.) of the statutes is amended to read:
185.815 Recording change of principal office or registered agent. (intro.) If a document submitted to the secretary of state department for filing under this chapter changes the county of the principal office or of the registered agent:
27,4858b
Section 4858b. 185.815 (1) of the statutes is amended to read:
185.815 (1) An original of the document or a duplicate original endorsed by the secretary of state
department shall be recorded in each county;
