AB150: Bill Text

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.

AB150, s. 4813 Section 4813. 183.1003 (5) (b) of the statutes is amended to read:

AB150,1605,17 183.1003 (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).

AB150, s. 4814 Section 4814. 183.1004 (intro.) of the statutes is amended to read:

AB150,1605,22 183.1004 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:

AB150, s. 4815 Section 4815. 183.1006 (1) (intro.) of the statutes is amended to read:

AB150,1606,2 183.1006 (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:

AB150, s. 4816 Section 4816. 183.1008 (1) (intro.) of the statutes is amended to read:

AB150,1606,7 183.1008 (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:

AB150, s. 4817 Section 4817. 183.1008 (2) of the statutes is amended to read:

AB150,1606,15 183.1008 (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.

AB150, s. 4818 Section 4818. 183.1009 (1) (intro.) of the statutes is amended to read:

AB150,1606,19 183.1009 (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:

AB150, s. 4819 Section 4819. 183.1009 (2) of the statutes is amended to read:

AB150,1606,22 183.1009 (2) After filing the statement, the secretary of state department shall mail a copy to the foreign limited liability company at its principal office.

AB150, s. 4820 Section 4820. 183.1010 (4) (a) (intro.) of the statutes is amended to read:

AB150,1607,4 183.1010 (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:

AB150, s. 4821 Section 4821. 183.1010 (4) (b) of the statutes is renumbered 183.1010 (4) (b) 1. and amended to read:

AB150,1607,12 183.1010 (4) (b) 1. If 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, 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, is located.

AB150, s. 4822 Section 4822. 183.1010 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1607,21 183.1010 (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.

AB150, s. 4823 Section 4823. 183.1010 (4) (b) 2. of the statutes is created to read:

AB150,1608,2 183.1010 (4) (b) 2. If a process, notice or demand is served by the secretary of state 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, the foreign limited liability company may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150, s. 4824 Section 4824. 183.1010 (4) (b) 2. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1608,10 183.1010 (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.

AB150, s. 4825 Section 4825. 183.1011 (1) of the statutes is amended to read:

AB150,1608,14 183.1011 (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.

AB150, s. 4826 Section 4826. 183.1011 (2) (intro.) of the statutes is amended to read:

AB150,1608,19 183.1011 (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:

AB150, s. 4827 Section 4827. 183.1011 (2) (e) of the statutes is amended to read:

AB150,1608,23 183.1011 (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.