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.
AB150-engrossed,1655,1612
(d) The foreign limited liability company does not inform the
secretary of state 13department under s. 183.1008 or 183.1009 that its registered agent or registered
14office has changed, that its registered agent has resigned or that its registered office
15has been discontinued, within 6 months of the change, resignation or
16discontinuance.
AB150-engrossed,1655,2117
(f) The
secretary of state department receives an authenticated certificate from
18the secretary of state or other official having custody of limited liability company
19records in the state or country under whose law the foreign limited liability company
20is incorporated stating that it has been dissolved or disappeared as the result of a
21merger.
AB150-engrossed,1656,2
22(2) If the
secretary of state department receives a certificate under sub. (1) (f)
23and a statement by the foreign limited liability company that the certificate is
24submitted by the foreign limited liability company to terminate its registration to
1transact business in this state, the
secretary of state department shall issue a
2certificate of revocation under s. 183.1021 (2) (b).
AB150-engrossed,1656,6
3(3) A court may revoke under s. 946.87 the certificate of registration of a foreign
4limited liability company registered to transact business in this state. The court
5shall notify the
secretary of state department of the action, and the
secretary of state 6department shall issue a certificate of revocation under s. 183.1021 (2) (b).
AB150-engrossed,1656,11
8183.1021 Procedure for and effect of revocation. (1) If the secretary of
9state determines that one or more grounds exist under s. 183.1020 (1) for revocation
10of a certificate of registration, the secretary of state shall serve the foreign limited
11liability company under s. 183.1010 with written notice of the determination.
AB150-engrossed,1656,15
12(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010,
13the foreign limited liability company shall correct each ground for revocation or
14demonstrate to the reasonable satisfaction of the secretary of state that each ground
15determined by the secretary of state does not exist.
AB150-engrossed,1656,2016
(b) If the foreign limited liability company fails to satisfy par. (a), the secretary
17of state may revoke the foreign limited liability company's certificate of registration
18by signing a certificate of revocation that recites each ground for revocation and its
19effective date. The secretary of state shall file the original of the certificate and serve
20a copy on the foreign limited liability company under s. 183.1010.
AB150-engrossed,1656,23
21(3) The authority of a foreign limited liability company to transact business in
22this state, other than as provided in s. 183.1002 (2), ends on the date shown on the
23certificate revoking its certificate of registration.
AB150-engrossed,1657,5
24(4) If the secretary of state or a court revokes a foreign limited liability
25company's certificate of registration, the foreign limited liability company may be
1served under s. 183.1010 (3) and (4) or the foreign limited liability company's
2registered agent may be served until the registered agent's authority is terminated,
3in any civil, criminal, administrative or investigatory proceeding based on a cause
4of action which arose while the foreign limited liability company was registered to
5transact business in this state.
AB150-engrossed,1657,7
6(5) Revocation of a foreign limited liability company's certificate of registration
7does not terminate the authority of its registered agent.
AB150-engrossed, s. 4831b
8Section 4831b. 183.1021 (1), (2) and (4) of the statutes, as created by 1995
9Wisconsin Act .... (this act), are amended to read:
AB150-engrossed,1657,1310
183.1021
(1) If the
secretary of state
department determines that one or more
11grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the
12secretary of state department shall serve the foreign limited liability company under
13s. 183.1010 with written notice of the determination.
AB150-engrossed,1657,17
14(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010,
15the foreign limited liability company shall correct each ground for revocation or
16demonstrate to the reasonable satisfaction of the
secretary of state department that
17each ground determined by the
secretary of state
department does not exist.
AB150-engrossed,1657,2318
(b) If the foreign limited liability company fails to satisfy par. (a), the
secretary
19of state department may revoke the foreign limited liability company's certificate of
20registration by signing a certificate of revocation that recites each ground for
21revocation and its effective date. The
secretary of state department shall file the
22original of the certificate and serve a copy on the foreign limited liability company
23under s. 183.1010.
AB150-engrossed,1658,5
24(4) If the
secretary of state department or a court revokes a foreign limited
25liability company's certificate of registration, the foreign limited liability company
1may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's
2registered agent may be served until the registered agent's authority is terminated,
3in any civil, criminal, administrative or investigatory proceeding based on a cause
4of action which arose while the foreign limited liability company was registered to
5transact business in this state.
AB150-engrossed,1658,14
7183.1022 Appeal from revocation. (1) A foreign limited liability company
8may appeal the secretary of state's revocation of its certificate of registration under
9s. 183.1020 (1) to the circuit court for the county where the foreign limited liability
10company's principal office or, if none in this state, its registered office is located,
11within 30 days after service of the certificate of revocation is perfected under s.
12183.1010. The foreign limited liability company shall appeal by petitioning the court
13to set aside the revocation and attaching to the petition copies of its certificate of
14registration and the secretary of state's certificate of revocation.
AB150-engrossed,1658,16
15(2) The court may order the secretary of state to reinstate the certificate of
16registration or may take any other action that the court considers appropriate.
AB150-engrossed,1658,17
17(3) The court's final decision may be appealed as in other civil proceedings.
AB150-engrossed, s. 4833b
18Section 4833b. 183.1022 (1) and (2) of the statutes, as created by 1995
19Wisconsin Act .... (this act), are amended to read:
AB150-engrossed,1659,220
183.1022
(1) A foreign limited liability company may appeal the
secretary of
21state's department's revocation of its certificate of registration under s. 183.1020 (1)
22to the circuit court for the county where the foreign limited liability company's
23principal office or, if none in this state, its registered office is located, within 30 days
24after service of the certificate of revocation is perfected under s. 183.1010. The
25foreign limited liability company shall appeal by petitioning the court to set aside the
1revocation and attaching to the petition copies of its certificate of registration and the
2secretary of state's department's certificate of revocation.
AB150-engrossed,1659,5
3(2) The court may order the
secretary of state department to reinstate the
4certificate of registration or may take any other action that the court considers
5appropriate.
AB150-engrossed,1659,97
183.1204
(1) (intro.) The surviving limited liability company shall deliver to the
8secretary of state department articles of merger, executed by each party to the plan
9of merger, that include all of the following:
AB150-engrossed,1659,20
11183.1301 Execution by judicial act. Any person who is adversely affected
12by the failure or refusal of any person to execute and file any articles or other
13document to be filed under this chapter may petition the circuit court for the county
14in which the registered office of the limited liability company is located or, if no
15address is on file with the
secretary of state department, in the circuit court for Dane
16county, to direct the execution and filing of the articles or other document. If the court
17finds that it is proper for the articles or other document to be executed and filed and
18that there has been failure or refusal to execute and file the document, the court shall
19order the
secretary of state department to file the appropriate articles or other
20document.
AB150-engrossed,1659,2322
185.01
(3m) "Department", except in s. 185.45 (3) (c) and (4) (d), means the
23department of financial institutions.
AB150-engrossed,1660,6
1185.05
(3) The articles shall be filed and recorded as provided in s. 185.82. The
2legal existence of a cooperative begins when the articles are filed. Upon the filing of
3the articles, the
secretary of state department shall issue a certificate of
4incorporation. The
secretary of state department shall forward within 5 days a
5duplicate original of the articles to the register of deeds of the county of the
6cooperative's principal office or registered agent for recording.
AB150-engrossed,1660,118
185.08
(3) A registered agent may resign by mailing a written notice to both
9the
secretary of state department and the cooperative. The resignation becomes
10effective when the cooperative names a new registered agent or 60 days after the
11receipt of notice by the
secretary of state department, whichever is sooner.
AB150-engrossed,1660,2413
185.31
(3) The directors constituting the temporary board, named in the
14articles, shall hold office until the first member meeting. At that meeting and
15thereafter, directors shall be elected by the members at a member meeting in the
16manner and for the terms provided in the bylaws. If the bylaws provide that directors
17be from specified districts, the articles may limit voting for any director to members
18from within the district from which the director is to be elected. Unless the bylaws
19provide otherwise, a director's term of office shall be one year. Each director shall
20hold office for the term for which elected and until a successor takes office. The
21bylaws may permit selection of alternates to take the place of directors absent at a
22meeting of the board. Whenever any change is made in the board, the cooperative
23shall file within 20 days with the
secretary of state
department a report showing the
24names and addresses of all directors.
AB150-engrossed,1661,9
1185.35
(1) Unless the articles of incorporation provide otherwise, the principal
2officers of a cooperative are a president, one or more vice presidents as prescribed in
3the bylaws, a secretary and a treasurer. They shall be elected annually by the board
4at such time and in such manner as the bylaws provide. Upon original election and
5whenever any change is made in the officers, the cooperative shall file with the
6secretary of state department, within 20 days, a report showing the name and
7address of all officers. Each principal officer except the secretary and the treasurer
8must be a director of the cooperative. The offices of secretary and treasurer may be
9combined in one person.
AB150-engrossed,1661,1611
185.48
(2) The annual report shall be made on forms furnished by the
secretary
12of state department, and the information therein contained shall be given as of the
13date of the execution of the report. The
secretary of state department shall forward
14by 1st class mail report blanks to each cooperative in good standing not later than
1560 days prior to the date on which the cooperative is required to file an annual report
16under this chapter.
AB150-engrossed,1661,2418
185.48
(3) The annual report shall be delivered to the
secretary of state 19department in each year following the year in which the cooperative's articles are
20filed by the
secretary of state department, during the calendar year quarter in which
21the anniversary of the filing occurs. If the report does not conform to requirements,
22it shall be returned to the cooperative for necessary corrections. The penalties for
23failure to file such report shall not apply if it is corrected and returned within 30 days
24after receipt thereof.
AB150-engrossed,1662,2
1185.48
(4) Any report not filed as required by sub. (3) may be filed only upon
2payment to the
secretary of state department of $26.
AB150-engrossed,1662,124
185.48
(5) If the report is not filed within a year from the first day of the quarter
5calendar year in which the report is required, under sub. (3), to be delivered, the
6cooperative is not in good standing. Within the next 6 months the
secretary of state 7department shall mail to the cooperative a notice that it is no longer in good standing.
8If a cooperative has been out of good standing for more than 3 consecutive years
9immediately prior to January 1, 1978, the
secretary of state department shall
10provide only the notice required under s. 185.72 (3). Until restored to good standing,
11the
secretary of state department shall not accept for filing any document respecting
12such cooperative except those incident to its dissolution.
AB150-engrossed,1662,1714
185.48
(6) The cooperative may be restored to good standing by delivering to
15the
secretary of state department a current annual report and by paying the $26 late
16filing fee plus $15 for each calendar year or part thereof during which it was not in
17good standing, not exceeding a total of $176.
AB150-engrossed,1662,2119
185.53
(2) The amendment shall be filed and recorded as provided in s. 185.82.
20The amendment becomes effective upon filing, and the
secretary of state department 21may then issue a certificate of amendment.
AB150-engrossed,1663,723
185.62
(1m) If after the filing of the articles under sub. (1), but before the
24merger or consolidation is effective, the merger or consolidation is abandoned, as
25provided in s. 185.61 (5), 2 principal officers of each merging or consolidating
1cooperative shall sign a certificate of abandonment stating that the merger or
2consolidation is abandoned and the date of abandonment, and shall seal the
3certificate with the seal of each cooperative. The certificate of abandonment shall be
4filed and recorded prior to the date the merger or consolidation would otherwise be
5effective,
in the office of the secretary of state
with the department and in each county
6where the cooperatives have their principal offices or registered agents, in the
7manner provided in s. 185.82.
AB150-engrossed,1663,129
185.72
(3) (a) (intro.) If it is established by the records in the
office of the
10secretary of state department that a cooperative failed to file its annual report as
11required by this chapter for the preceding 3 years, the
secretary of state department 12may involuntarily dissolve the cooperative in the following manner:
AB150-engrossed,1663,1514
185.72
(3) (a) 1. The
secretary of state department shall give the cooperative
15notice of its delinquency by 1st class mail addressed to its situs.
AB150-engrossed,1663,2117
185.72
(3) (a) 2. If the delinquent cooperative is not restored to good standing
18under s. 185.48 (6) within 90 days after the notice was mailed, the
secretary of state 19department shall issue a certificate of involuntary dissolution, which shall state the
20fact of involuntary dissolution, the date and cause of the dissolution and the
21dissolved cooperative's situs.
AB150-engrossed,1663,2523
185.72
(3) (a) 3. The
secretary of state department shall file the original
24certificate of involuntary dissolution and mail a copy to the former cooperative at its
25situs.
AB150-engrossed,1664,42
185.72
(3) (bm) (intro.) The
secretary of state department shall rescind the
3dissolution of a cooperative involuntarily dissolved under this subsection and issue
4a certificate stating the recision if all of the following are met:
AB150-engrossed,1664,86
185.72
(3) (bm) 1. The cooperative files with the
secretary of state department 72 affidavits, each executed by a different person who is a principal officer of the
8cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
AB150-engrossed,1664,1210
185.72
(3) (bm) 2. The cooperative pays to the
secretary of state department 11$100 in liquidated damages to cover the efforts of the
secretary of state department 12in rescinding the involuntary dissolution.
AB150-engrossed,1664,16
14185.815 Recording change of principal office or registered agent. 15(intro.) If a document submitted to the
secretary of state department for filing under
16this chapter changes the county of the principal office or of the registered agent:
AB150-engrossed,1664,1918
185.815
(1) An original of the document or a duplicate original endorsed by the
19secretary of state department shall be recorded in each county;
AB150-engrossed,1664,2321
185.815
(3) A certificate of the
secretary of state department listing the type
22and date of filing of recordable documents previously filed by the cooperative shall
23be recorded in the county of the new principal office or of the registered agent.