AB150: Bill Text

AB150,1596,4 183.0114 (1) (w) Annual report of a foreign limited liability company, $50.

AB150, s. 4794 Section 4794. 183.0114 (1) (x) of the statutes is created to read:

AB150,1596,7 183.0114 (1) (x) Application for reinstatement following administrative dissolution, $10.

AB150, s. 4795 Section 4795. 183.0114 (1) (y) of the statutes is created to read:

AB150,1596,9 183.0114 (1) (y) Certificate of reinstatement, $10.

AB150, s. 4796 Section 4796. 183.0114 (2) (c) of the statutes is created to read:

AB150,1596,12 183.0114 (2) (c) Filing a certificate of administrative dissolution or a certificate of revocation of registration to transact business.

AB150, s. 4797 Section 4797. 183.0120 of the statutes is created to read:

AB150,1596,17 183.0120 Annual report. (1) 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 an annual report that includes all of the following information:

AB150,1596,19 (a) The name of the domestic limited liability company or foreign limited liability company and the state or country under whose law it is organized.

AB150,1596,21 (b) The address of its registered office and the name of its registered agent at that office in this state.

AB150,1596,22 (c) The address of its principal office.

AB150,1596,25 (d) If management of the domestic limited liability company or of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.

AB150,1597,1 (e) The name and business address of each member.

AB150,1597,2 (f) A brief description of the nature of its business.

AB150,1597,8 (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.

AB150,1597,12 (3) (a) A domestic limited liability company shall deliver its annual report to the secretary of state 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.

AB150,1597,16 (b) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state 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.

AB150,1597,20 (4) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic limited liability company or foreign limited liability company in writing and return the report to it for correction.

AB150,1597,22 (5) An annual report is effective on the date that it is filed by the office of the secretary of state.

AB150, s. 4798 Section 4798. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1598,4 183.0120 (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:

AB150,1598,10 (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.

AB150,1598,14 (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.

AB150,1598,18 (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.

AB150,1598,22 (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.

AB150,1598,24 (5) An annual report is effective on the date that it is filed by the office of the secretary of state department.

AB150, s. 4799 Section 4799. 183.0201 of the statutes is amended to read:

AB150,1599,5 183.0201 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.

AB150, s. 4800 Section 4800. 183.0203 (2) (intro.) of the statutes is amended to read:

AB150,1599,9 183.0203 (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:

AB150, s. 4801 Section 4801. 183.0204 (2) of the statutes is amended to read:

AB150,1599,13 183.0204 (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.

AB150, s. 4802 Section 4802. 183.0901 (6) of the statutes is created to read:

AB150,1599,16 183.0901 (6) Issuance of a certificate of administrative dissolution under s. 183.0911.

AB150, s. 4803 Section 4803. 183.0906 (intro.) of the statutes is amended to read:

AB150,1599,20 183.0906 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:

AB150, s. 4804 Section 4804. 183.0910 of the statutes is created to read:

AB150,1599,24 183.0910 Grounds for administrative dissolution. The secretary of state may bring a proceeding under s. 183.0911 to administratively dissolve a limited liability company if any of the following occurs:

AB150,1600,2 (1) The limited liability company does not pay, within one year after they are due, any fees or penalties due the secretary of state under this chapter.

AB150,1600,4 (2) The limited liability company does not have on file its annual report with the secretary of state within one year after it is due.

AB150,1600,6 (3) The limited liability company is without a registered agent or registered office in this state for at least one year.

AB150,1600,9 (4) The limited liability company does not notify the secretary of state within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.

AB150, s. 4805 Section 4805. 183.0910 (intro.), (1), (2) and (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1600,14 183.0910 Grounds for administrative dissolution. (intro.) The secretary of state department may bring a proceeding under s. 183.0911 to administratively dissolve a limited liability company if any of the following occurs:

AB150,1600,16 (1) The limited liability company does not pay, within one year after they are due, any fees or penalties due the secretary of state department under this chapter.

AB150,1600,18 (2) The limited liability company does not have on file its annual report with the secretary of state department within one year after it is due.

AB150,1600,22 (4) The limited liability company does not notify the secretary of state department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.

AB150, s. 4806 Section 4806. 183.0911 of the statutes is created to read:

AB150,1601,3 183.0911 Procedure for and effect of administrative dissolution. (1) If the secretary of state determines that one or more grounds exist under s. 183.0910 for dissolving a limited liability company, the secretary of state shall serve the limited liability company under s. 183.0105 (8) with written notice of the determination.

AB150,1601,7 (2) (a) Within 60 days after service of the notice is perfected under s. 183.0105 (8), the limited liability company shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist.

AB150,1601,12 (b) If the limited liability company fails to satisfy par. (a), the secretary of state shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the limited liability company under s. 183.0105 (8).

AB150,1601,14 (3) Sections 183.0903, 183.0904 (1) and (3) to (5), 183.0905, 183.0907 and 183.0908 apply to a limited liability company that is administratively dissolved.

AB150,1601,16 (4) The limited liability company's right to the exclusive use of its company name terminates on the effective date of its administrative dissolution.

AB150, s. 4807 Section 4807. 183.0911 (1) and (2) of the statutes, as created by 1995 Wisconsin Act .... this act, are amended to read:

AB150,1601,22 183.0911 (1) If the secretary of state department determines that one or more grounds exist under s. 183.0910 for dissolving a limited liability company, the secretary of state department shall serve the limited liability company under s. 183.0105 (8) with written notice of the determination.

AB150,1602,2 (2) (a) Within 60 days after service of the notice is perfected under s. 183.0105 (8), the limited liability company shall correct each ground for dissolution 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.

AB150,1602,7 (b) If the limited liability company fails to satisfy par. (a), the secretary of state department shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the limited liability company under s. 183.0105 (8).

AB150, s. 4808 Section 4808. 183.0912 of the statutes is created to read:

AB150,1602,12 183.0912 Reinstatement following administrative dissolution. (1) A limited liability company that is administratively dissolved may apply to the secretary of state for reinstatement within 2 years after the effective date of dissolution. The application shall include all of the following:

AB150,1602,14 (a) The name of the limited liability company and the effective date of its administrative dissolution.

AB150,1602,16 (b) A statement that each ground for dissolution either did not exist or has been eliminated.

AB150,1602,17 (c) A statement that the limited liability company's name satisfies s. 183.0103.

AB150,1602,20 (2) (a) The secretary of state shall cancel the certificate of dissolution and issue a certificate of reinstatement that complies with par. (b) if the secretary of state determines all of the following:

AB150,1602,22 1. That the application contains the information required by sub. (1) and the information is correct.

AB150,1602,24 2. That all fees and penalties owed by the limited liability company to the secretary of state under this chapter have been paid.

AB150,1603,4 (b) The certificate of reinstatement shall state the secretary of state's determination under par. (a) and the effective date of reinstatement. The secretary of state shall file the original of the certificate and return a copy to the limited liability company or its representative.

AB150,1603,8 (3) When the reinstatement becomes effective, it shall relate back to and take effect as of the effective date of the administrative dissolution, and the limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.

AB150, s. 4809 Section 4809. 183.0912 (1) (intro.) and (2) (a) (intro.) and 2. and (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1603,14 183.0912 (1) (intro.) A limited liability company that is administratively dissolved may apply to the secretary of state department for reinstatement within 2 years after the effective date of dissolution. The application shall include all of the following:

AB150,1603,17 (2) (a) (intro.) The secretary of state department shall cancel the certificate of dissolution and issue a certificate of reinstatement that complies with par. (b) if the secretary of state department determines all of the following:

AB150,1603,19 2. That all fees and penalties owed by the limited liability company to the secretary of state department under this chapter have been paid.

AB150,1603,23 (b) The certificate of reinstatement shall state the secretary of state's department's determination under par. (a) and the effective date of reinstatement. The secretary of state department shall file the original of the certificate and return a copy to the limited liability company or its representative.

AB150, s. 4810 Section 4810. 183.0913 of the statutes is created to read:

AB150,1604,4 183.0913 Appeal from denial of reinstatement. (1) If the secretary of state denies a limited liability company's application for reinstatement under s. 183.0912, the secretary of state shall serve the limited liability company under s. 183.0105 (8) with a written notice that explains each reason for denial.

AB150,1604,11 (2) The limited liability company may appeal the denial of reinstatement to the circuit court for the county where the limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. The limited liability company shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the limited liability company's application for reinstatement and the secretary of state's notice of denial.

AB150,1604,13 (3) The court may order the secretary of state to reinstate the dissolved limited liability company or may take other action that the court considers appropriate.

AB150,1604,14 (4) The court's final decision may be appealed as in other civil proceedings.

AB150, s. 4811 Section 4811. 183.0913 (1), (2) and (3) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1604,20 183.0913 (1) If the secretary of state department denies a limited liability company's application for reinstatement under s. 183.0912, the secretary of state department shall serve the limited liability company under s. 183.0105 (8) with a written notice that explains each reason for denial.

AB150,1605,3 (2) The limited liability company may appeal the denial of reinstatement to the circuit court for the county where the limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. The limited liability company shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's department's certificate of dissolution, the limited liability company's application for reinstatement and the secretary of state's department's notice of denial.

AB150,1605,6 (3) The court may order the secretary of state department to reinstate the dissolved limited liability company or may take other action that the court considers appropriate.

AB150, s. 4812 Section 4812. 183.1002 (1) of the statutes is amended to read:

AB150,1605,10 183.1002 (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.