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.
AB150-engrossed,1647,87
(b) The address of the foreign limited liability company's registered office and
8the name of its registered agent at that office in this state.
AB150-engrossed,1647,99
(c) The address of the foreign limited liability company's principal office.
AB150-engrossed,1647,1110
(d) If management of the foreign limited liability company is vested in one or
11more managers, the name and business address of each manager.
AB150-engrossed,1647,1312
(e) The name and business address of each member of the foreign limited
13liability company.
AB150-engrossed,1647,1514
(f) A brief description of the nature of the foreign limited liability company's
15business.
AB150-engrossed,1647,20
16(2) Information in the annual report shall be current as of the date on which
17the annual report is executed on behalf of a foreign limited liability company, except
18that the information required by sub. (1) (e) shall be current as of the close of the
19foreign limited liability company's fiscal year immediately before the date by which
20the annual report is required to be delivered to the secretary of state.
AB150-engrossed,1647,24
21(3) A foreign limited liability company registered to transact business in this
22state shall deliver its annual report to the secretary of state during the first calendar
23quarter of each year following the calendar year in which the foreign limited liability
24company becomes registered to transact business in this state.
AB150-engrossed,1648,3
1(4) If an annual report does not contain the information required by this
2section, the secretary of state shall promptly notify the reporting foreign limited
3liability company in writing and return the report to it for correction.
AB150-engrossed,1648,5
4(5) An annual report is effective on the date that it is filed by the office of the
5secretary of state.
AB150-engrossed, s. 4798b
6Section 4798b. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created
7by 1995 Wisconsin Act .... (this act), are amended to read:
AB150-engrossed,1648,118
183.0120
(1) (intro.) Each domestic limited liability company and each foreign
9limited liability company registered to transact business in this state shall file with
10the
secretary of state department an annual report that includes all of the following
11information:
AB150-engrossed,1648,17
12(2) Information in the annual report shall be current as of the date on which
13the annual report is executed on behalf of a domestic limited liability company or a
14foreign limited liability company, except that the information required by sub. (1) (e)
15shall be current as of the close of the domestic limited liability company's or foreign
16limited liability company's fiscal year immediately before the date by which the
17annual report is required to be delivered to the
secretary of state department.
AB150-engrossed,1648,21
18(3) (a) A domestic limited liability company shall deliver its annual report to
19the
secretary of state department in each year following the calendar year in which
20the domestic limited liability company was organized, during the calendar year
21quarter in which the anniversary date of the organization occurs.
AB150-engrossed,1648,2522
(b) A foreign limited liability company registered to transact business in this
23state shall deliver its annual report to the
secretary of state department during the
24first calendar quarter of each year following the calendar year in which the foreign
25limited liability company becomes registered to transact business in this state.
AB150-engrossed,1649,4
1(4) If an annual report does not contain the information required by this
2section, the
secretary of state department shall promptly notify the reporting
3domestic limited liability company or foreign limited liability company in writing
4and return the report to it for correction.
AB150-engrossed,1649,6
5(5) An annual report is effective on the date that it is filed by the
office of the
6secretary of state department.
AB150-engrossed,1649,12
8183.0201 Organization. One or more persons may organize a limited liability
9company by signing and delivering articles of organization to the
secretary of state 10department for filing. The organizer or organizers need not be members of the
11limited liability company at the time of organization or thereafter. A limited liability
12company shall have 2 or more members.
AB150-engrossed,1649,1614
183.0203
(2) (intro.) A limited liability company amending its articles of
15organization shall deliver to the
secretary of state
department for filing articles of
16amendment that include all of the following information:
AB150-engrossed,1649,2018
183.0204
(2) The
secretary of state's
department's filing of the articles of
19organization is conclusive proof that the limited liability company is organized and
20formed under this chapter.
AB150-engrossed,1649,24
22183.0906 Articles of dissolution. (intro.) After the dissolution of a limited
23liability company under s. 183.0901, the limited liability company may file articles
24of dissolution with the
secretary of state department that include all of the following:
AB150-engrossed,1650,3
1183.1002
(1) A foreign limited liability company may not transact business in
2this state until it obtains a certificate of registration from the
secretary of state 3department.
AB150-engrossed,1650,105
183.1003
(5) (b) The foreign limited liability company shall pay the amount
6owed under par. (a) to the
secretary of state department. The
secretary of state 7department may not issue a certificate of registration to the foreign limited liability
8company until the amount owed is paid. The attorney general may enforce a foreign
9limited liability company's obligation to pay to the
secretary of state department any
10amount owed under par. (a).
AB150-engrossed,1650,15
12183.1004 Application for certificate of registration. (intro.) A foreign
13limited liability company may apply for a certificate of registration to transact
14business in this state by delivering an application to the
secretary of state 15department for filing. The application shall include all of the following:
AB150-engrossed,1650,2017
183.1006
(1) (intro.) A foreign limited liability company authorized to transact
18business in this state shall obtain an amended certificate of registration from the
19secretary of state department if the foreign limited liability company changes any of
20the following:
AB150-engrossed,1650,2522
183.1008
(1) (intro.) A foreign limited liability company authorized to transact
23business in this state may change its registered office or registered agent, or both,
24by delivering to the
secretary of state department for filing a statement of change
25that, except as provided in sub. (2), includes all of the following:
AB150-engrossed,1651,82
183.1008
(2) If a registered agent changes the street address of the registered
3agent's business office, the registered agent may change the street address of the
4registered office of any foreign limited liability company for which the person is the
5registered agent by notifying the foreign limited liability company in writing of the
6change and by signing, either manually or in facsimile, and delivering to the
7secretary of state department for filing a statement that complies with sub. (1) and
8recites that the foreign limited liability company has been notified of the change.
AB150-engrossed,1651,1210
183.1009
(1) (intro.) The registered agent of a foreign limited liability company
11may resign by signing and delivering to the
secretary of state department for filing
12a statement of resignation that includes all of the following information:
AB150-engrossed,1651,1514
183.1009
(2) After filing the statement, the
secretary of state department shall
15mail a copy to the foreign limited liability company at its principal office.
AB150-engrossed,1651,2217
183.1010
(4) (a) (intro.) With respect to a foreign limited liability company
18described in sub. (2) or (3), the foreign limited liability company may be served by
19registered or certified mail, return receipt requested, addressed to the foreign
20limited liability company at its principal office as shown on the records of the
21secretary of state department, except as provided in par. (b). Service is perfected
22under this paragraph at the earliest of the following:
AB150-engrossed, s. 4821
23Section
4821. 183.1010 (4) (b) of the statutes is renumbered 183.1010 (4) (b)
241. and amended to read:
AB150-engrossed,1652,6
1183.1010
(4) (b) 1.
If
Except as provided in subd. 2., if the address of the foreign
2limited liability company's principal office cannot be determined from the records of
3the secretary of state, the foreign limited liability company may be served by
4publishing a class 3 notice, under ch. 985, in the community where the foreign limited
5liability company's principal office or, if not in this state, its registered office, as most
6recently designated in the records of the secretary of state, is located.
AB150-engrossed, s. 4822b
7Section 4822b. 183.1010 (4) (b) 1. of the statutes, as affected by 1995
8Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1652,159
183.1010
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
10limited liability company's principal office cannot be determined from the records of
11the
secretary of state department, the foreign limited liability company may be
12served by publishing a class 3 notice, under ch. 985, in the community where the
13foreign limited liability company's principal office or, if not in this state, its registered
14office, as most recently designated in the records of the
secretary of state department,
15is located.
AB150-engrossed,1652,2117
183.1010
(4) (b) 2. If a process, notice or demand is served by the secretary of
18state on a foreign limited liability company under s. 183.1021 and the address of the
19foreign limited liability company's principal office cannot be determined from the
20records of the secretary of state, the foreign limited liability company may be served
21by publishing a class 2 notice, under ch. 985, in the official state newspaper.
AB150-engrossed, s. 4824b
22Section 4824b. 183.1010 (4) (b) 2. of the statutes, as created by 1995 Wisconsin
23Act .... (this act), is amended to read:
AB150-engrossed,1653,424
183.1010
(4) (b) 2. If a process, notice or demand is served by the
secretary of
25state department on a foreign limited liability company under s. 183.1021 and the
1address of the foreign limited liability company's principal office cannot be
2determined from the records of the
secretary of state
department, the foreign limited
3liability company may be served by publishing a class 2 notice, under ch. 985, in the
4official state newspaper.
AB150-engrossed,1653,86
183.1011
(1) A foreign limited liability company authorized to transact
7business in this state may not withdraw from this state until it obtains a certificate
8of withdrawal from the
secretary of state department.
AB150-engrossed,1653,1310
183.1011
(2) (intro.) A foreign limited liability company authorized to transact
11business in this state may apply for a certificate of withdrawal by delivering an
12application to the
secretary of state department for filing. The application shall
13include all of the following:
AB150-engrossed,1653,1715
183.1011
(2) (e) A commitment to notify the
secretary of state department in
16the future of any change in the mailing address of the foreign limited liability
17company principal office.
AB150-engrossed,1653,22
19183.1020 Grounds for revocation. (1) Except as provided in sub. (2), the
20secretary of state may bring a proceeding under s. 183.1021 to revoke the certificate
21of registration of a foreign limited liability company registered to transact business
22in this state if any of the following applies:
AB150-engrossed,1653,2423
(a) The foreign limited liability company fails to file its annual report with the
24secretary of state within 4 months after it is due.
AB150-engrossed,1654,2
1(b) The foreign limited liability company does not pay, within 4 months after
2they are due, any fees or penalties due the secretary of state under this chapter.
AB150-engrossed,1654,43
(c) The foreign limited liability company is without a registered agent or
4registered office in this state for at least 6 months.
AB150-engrossed,1654,85
(d) The foreign limited liability company does not inform the secretary of state
6under s. 183.1008 or 183.1009 that its registered agent or registered office has
7changed, that its registered agent has resigned or that its registered office has been
8discontinued, within 6 months of the change, resignation or discontinuance.
AB150-engrossed,1654,109
(e) The foreign limited liability company obtained its certificate of registration
10through fraud.
AB150-engrossed,1654,1511
(f) The secretary of state receives an authenticated certificate from the
12secretary of state or other official having custody of limited liability company records
13in the state or country under whose law the foreign limited liability company is
14incorporated stating that it has been dissolved or disappeared as the result of a
15merger.
AB150-engrossed,1654,20
16(2) If the secretary of state receives a certificate under sub. (1) (f) and a
17statement by the foreign limited liability company that the certificate is submitted
18by the foreign limited liability company to terminate its registration to transact
19business in this state, the secretary of state shall issue a certificate of revocation
20under s. 183.1021 (2) (b).
AB150-engrossed,1654,24
21(3) A court may revoke under s. 946.87 the certificate of registration of a foreign
22limited liability company registered to transact business in this state. The court
23shall notify the secretary of state of the action, and the secretary of state shall issue
24a certificate of revocation under s. 183.1021 (2) (b).
AB150-engrossed, s. 4829b
1Section 4829b. 183.1020 (1) (intro.), (a), (b), (d) and (f), (2) and (3) of the
2statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:
AB150-engrossed,1655,63
183.1020
(1) (intro.)
Except as provided in sub. (2), the
secretary of state 4department may bring a proceeding under s. 183.1021 to revoke the certificate of
5registration of a foreign limited liability company registered to transact business in
6this state if any of the following applies:
AB150-engrossed,1655,87
(a) The foreign limited liability company fails to file its annual report with the
8secretary of state department within 4 months after it is due.
AB150-engrossed,1655,119
(b) The foreign limited liability company does not pay, within 4 months after
10they are due, any fees or penalties due the
secretary of state department under this
11chapter.
