AB150-engrossed, s. 4749b
21Section 4749b. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin
22Act .... (this act), is amended to read:
AB150-engrossed,1639,223
183.0105
(2) (c) In the case of a foreign limited liability company, including the
24name of its registered agent and the street address of its registered office, as changed,
1in its annual report under s. 183.0120. A change under this paragraph is effective
2on the date the annual report is filed by the office of the
secretary of state department.
AB150-engrossed,1639,104
183.0105
(4) If a registered agent changes the street address of the registered
5agent's business office, the registered agent may change the street address of the
6registered office of any limited liability company for which that person is the
7registered agent by notifying the limited liability company in writing of the change
8and by signing, either manually or in facsimile, and delivering to the
secretary of
9state department for filing a statement that complies with sub. (3) and recites that
10the limited liability company has been notified of the change.
AB150-engrossed,1639,1412
183.0105
(5) (intro.) The registered agent of a limited liability company may
13resign as registered agent by delivering to the
secretary of state department for filing
14a written statement that includes all of the following information:
AB150-engrossed,1639,1816
183.0105
(6) After filing the statement required under sub. (5), the
secretary
17of state department shall mail a copy of the statement to the limited liability
18company at its principal office.
AB150-engrossed,1639,2420
183.0105
(8) (c) If the address of the limited liability company's principal office
21cannot be determined from the records of the
secretary of state department, the
22limited liability company may be served by publishing a class 3 notice, under ch. 985,
23in the community where the limited liability company's registered office, as most
24recently designated in the records of the
secretary of state department, is located.
AB150-engrossed,1640,3
1183.0107
(1) (intro.) Except as provided in this chapter, any document required
2or permitted by this chapter to be delivered for filing to the
secretary of state 3department shall be executed by any of the following:
AB150-engrossed,1640,75
183.0107
(3) The person executing the document may do so as an
6attorney-in-fact. Powers of attorney relating to the execution of the document do
7not need to be shown to or filed with the
secretary of state department.
AB150-engrossed,1640,119
183.0108
(1) (intro.) Except as provided in sub. (3), to be filed under s. 183.0110,
10a document required or permitted to be filed under this chapter
in the office of the
11secretary of state with the department shall satisfy all of the following requirements:
AB150-engrossed,1640,1413
183.0108
(1) (c) Contain the name of the drafter, if required by s.
14.38 (14) 14182.01 (3).
AB150-engrossed,1640,1716
183.0108
(1) (e) Be on the form prescribed by the
secretary of state department 17if the document is described in s. 183.0109 (1).
AB150-engrossed,1640,2119
183.0108
(1) (f) Be delivered to the office of the
secretary of state department 20for filing and be accompanied by one exact or conformed copy and the filing fee
21required by s. 183.0114.
AB150-engrossed,1640,2523
183.0108
(2) The
secretary of state
department shall file photocopies or other
24reproduced copies of typewritten or printed documents if the copies are manually
25signed and satisfy this section.
AB150-engrossed,1641,42
183.0108
(3) The
secretary of state
department may waive any of the
3requirements of subs. (1) and (2) and of s. 183.0107 if it appears from the face of the
4document that the document's failure to satisfy the requirement is immaterial.
AB150-engrossed,1641,76
183.0109
(1) (a) (intro.) The
secretary of state department shall prescribe, and
7furnish on request, forms for all of the following documents:
AB150-engrossed,1641,109
183.0109
(1) (a) 4. A foreign limited liability company's annual report under
10s. 183.0120.
AB150-engrossed,1641,1412
183.0109
(1) (b) The forms prescribed by the secretary of state under par. (a)
131. to
3. 4. shall require disclosure of only the information required under ss. 183.1004,
14183.1006
and, 183.1011
and 183.0120, respectively.
AB150-engrossed, s. 4768b
15Section 4768b. 183.0109 (1) (b) of the statutes, as affected by 1995 Wisconsin
16Act .... (this act), is amended to read:
AB150-engrossed,1641,1917
183.0109
(1) (b) The forms prescribed by the
secretary of state department 18under par. (a) 1. to 3. shall require disclosure of only the information required under
19ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.
AB150-engrossed,1641,2321
183.0109
(2) The
secretary of state
department may prescribe, and furnish on
22request, forms for other documents required or permitted to be filed by this chapter,
23but use of these forms is not mandatory.
AB150-engrossed,1642,2
1183.0110 (title)
Filing duty of secretary of state department of financial
2institutions.
AB150-engrossed,1642,94
183.0110
(1) Upon receipt of a document by the
office of the secretary of state 5department for filing under this chapter, the
secretary of state department shall
6stamp or otherwise endorse the date and time of receipt on the original, the document
7copy and, upon request, any additional document copy received. The
secretary of
8state department shall return any additional document copy to the person delivering
9it, as confirmation of the date and time of receipt.
AB150-engrossed,1642,1711
183.0110
(2) (a) Except as provided in par. (b), if a document satisfies s.
12183.0108 and the terms of the document satisfy the applicable provisions of this
13chapter, the
secretary of state department shall file the document by stamping or
14otherwise endorsing "filed", together with the
secretary of state's department's name
15and official title, on both the original and the document copy. After filing a document,
16the
secretary of state department shall deliver the document copy to the domestic
17limited liability company or foreign limited liability company, or its representative.
AB150-engrossed,1642,2419
183.0110
(2) (b) If a domestic limited liability company or foreign limited
20liability company is in default in the payment of any fee required under this chapter,
21the
secretary of state department shall refuse to file any document relating to the
22domestic limited liability company or foreign limited liability company until all
23delinquent fees are paid by the domestic limited liability company or foreign limited
24liability company.
AB150-engrossed,1643,6
1183.0110
(3) (a) If the
secretary of state department refuses to file a document,
2the
secretary of state department shall return it to the domestic limited liability
3company or foreign limited liability company, or its representative, within 5 business
4days after the date on which the document is received by the
office of the secretary
5of state department for filing, together with a brief, written explanation of the reason
6for the refusal.
AB150-engrossed,1643,108
183.0110
(3) (b) The
secretary of state's department's failure to either file or
9return a document within 5 business days after the date on which it is received
10constitutes a refusal to file the document.
AB150-engrossed,1643,1912
183.0110
(3) (c) Except as provided in s. 183.0112 (3), if a document that had
13been refused for filing by the
secretary of state
department is resubmitted to and filed
14by the
secretary of state department, the effective date of the filed document under
15s. 183.0111 is the date that the resubmitted document is received by the
office of the
16secretary of state department for filing or a delayed effective date specified in the
17resubmitted document in accordance with s. 183.0111 (2). The effective time of the
18resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever
19is applicable.
AB150-engrossed,1643,2321
183.0110
(4) (intro.) Except as provided in s. 183.0204 (2), the
secretary of
22state's department's filing of a document or refusal to file a document does not do any
23of the following:
AB150-engrossed,1644,4
1183.0111
(1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7),
2183.0112 (3)
, 183.0120 (5) and 183.1009 (3), a document filed by the secretary of state
3under this chapter is effective on the date that it is received by the office of the
4secretary of state for filing and at any of the following times on that date:
AB150-engrossed, s. 4779b
5Section 4779b. 183.0111 (1) (a) (intro.) of the statutes, as affected by this 1995
6Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1644,117
183.0111
(1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7),
8183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the
secretary of state 9department under this chapter is effective on the date that it is received by the
office
10of the secretary of state department for filing and at any of the following times on that
11date:
AB150-engrossed,1644,1513
183.0111
(1) (b) The date that a document is received by the
office of the
14secretary of state department is determined by the
secretary of state's department's 15endorsement on the original document under s. 183.0110 (1).
AB150-engrossed,1644,2117
183.0112
(1) A domestic limited liability company or foreign limited liability
18company may correct a document that is filed by the
secretary of state department 19if the document contains a statement that was incorrect at the time of filing or was
20defectively executed, including defects in any attestation, seal, verification or
21acknowledgment.
AB150-engrossed,1645,223
183.0112
(2) (intro.) To correct a document under sub. (1), a domestic limited
24liability company or foreign limited liability company shall prepare and deliver to the
1secretary of state department for filing articles of correction that satisfy all of the
2following:
AB150-engrossed,1645,64
183.0113
(1) Any person may obtain from the
secretary of state department,
5upon request, a certificate of status for a domestic limited liability company or
6foreign limited liability company.
AB150-engrossed,1645,108
183.0113
(2) (b) 1m. In the case of a foreign limited liability company, the
9foreign limited liability company has, during its most recently completed report year,
10filed with the secretary of state an annual report required by s. 183.0120.
AB150-engrossed, s. 4785b
11Section 4785b. 183.0113 (2) (b) 1m. of the statutes, as created by 1995
12Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1645,15
13183.0113
(2) (b) 1m. In the case of a foreign limited liability company, the
14foreign limited liability company has, during its most recently completed report year,
15filed with the
secretary of state department an annual report required by s. 183.0120.
AB150-engrossed,1645,1817
183.0113
(2) (b) 4. The foreign limited liability company is not the subject of a
18proceeding to revoke its certificate of registration under s. 183.1021.
AB150-engrossed,1645,2120
183.0113
(3) The certificate of status may include other facts of record in the
21office of the secretary of state department that are requested.
AB150-engrossed,1646,223
183.0113
(4) Upon request, the
secretary of state department shall issue, by
24telegraph, teletype, facsimile or other form of wire or wireless communication, a
25statement of status, which shall contain the information required in a certificate of
1status under sub. (2) and may contain any other information permitted under sub.
2(3).
AB150-engrossed,1646,74
183.0113
(5) Subject to any qualification stated in a certificate or statement of
5status issued by the
secretary of state department, the certificate or statement is
6conclusive evidence that the domestic limited liability company or foreign limited
7liability company is in existence or is authorized to transact business in this state.
AB150-engrossed,1646,129
183.0113
(6) Upon request by telephone or otherwise, the
office of the secretary
10of state department shall confirm, by telephone, any of the information required in
11a certificate of status under sub. (2) and may confirm any other information
12permitted under sub. (3).
AB150-engrossed,1646,1614
183.0114
(1) (intro.) The
secretary of state department shall collect the
15following fees when the documents described in this subsection are delivered
to him
16or her for filing, or, under pars. (e) and (f), the telephone applications are made:
AB150-engrossed,1646,1818
183.0114
(1) (a) Articles of organization,
$90 $130.
AB150-engrossed,1646,2020
183.0114
(1) (w) Annual report of a foreign limited liability company, $50.
AB150-engrossed,1646,2322
183.0114
(2) (c) Filing a certificate of revocation of registration to transact
23business.
AB150-engrossed,1647,4
1183.0120 Annual report for foreign limited liability companies. (1) 2Each foreign limited liability company registered to transact business in this state
3shall file with the secretary of state an annual report that includes all of the following
4information:
AB150-engrossed,1647,65
(a) The name of the foreign limited liability company and the state or country
6under whose law it is organized.