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.
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.
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.
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.
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.
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.
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:".
601.
Page 1512, line 16: after that line insert:
"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:
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).
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.
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:
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.".
602.
Page 1512, line 20: after that line insert:
"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.".
603.
Page 1512, line 23: after that line insert:
"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.
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).
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.
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).
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:".
604.
Page 1514, line 11: after that line insert:
"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.
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.
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:
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.
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:
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.
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).
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:
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:
SECTION 4816b. 183.1008 (1) (intro.) of the statutes is amended to read:
183.1008 (1) (intro.) A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the secretary of state department for filing a statement of change that, except as provided in sub. (2), includes all of the following:
SECTION 4817b. 183.1008 (2) of the statutes is amended to read:
183.1008 (2) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any foreign limited liability company for which the person is the registered agent by notifying the foreign limited liability company in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state department for filing a statement that complies with sub. (1) and recites that the foreign limited liability company has been notified of the change.
SECTION 4818b. 183.1009 (1) (intro.) of the statutes is amended to read:
183.1009 (1) (intro.) The registered agent of a foreign limited liability company may resign by signing and delivering to the secretary of state department for filing a statement of resignation that includes all of the following information:
SECTION 4819b. 183.1009 (2) of the statutes is amended to read:
183.1009 (2) After filing the statement, the secretary of state department shall mail a copy to the foreign limited liability company at its principal office.
SECTION 4820b. 183.1010 (4) (a) (intro.) of the statutes is amended to read:
183.1010 (4) (a) (intro.) With respect to a foreign limited liability company described in sub. (2) or (3), the foreign limited liability company may be served by registered or certified mail, return receipt requested, addressed to the foreign limited liability company at its principal office as shown on the records of the secretary of state department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:".
605.
Page 1514, line 19: after that line insert:
"SECTION 4822b. 183.1010 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:
183.1010 (4) (b) 1. Except as provided in subd. 2., if the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state department, the foreign limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign limited liability company's principal office or, if not in this state, its registered office, as most recently designated in the records of the secretary of state department, is located.".
606.
Page 1514, line 25: after that line insert:
"SECTION 4824b. 183.1010 (4) (b) 2. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
183.1010 (4) (b) 2. If a process, notice or demand is served by the secretary of state department on a foreign limited liability company under s. 183.1021 and the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state department, the foreign limited liability company may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.
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.
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:
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.".
607.
Page 1516, line 6: after that line insert:
"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.
