SB176, s. 329
3Section
329. 183.0109 (1) (b) of the statutes is amended to read:
SB176,90,64
183.0109
(1) (b) The forms prescribed by the
department secretary of state 5under par. (a) 1. to 4. shall require disclosure of only the information required under
6ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.
SB176, s. 330
7Section
330. 183.0109 (2) of the statutes is amended to read:
SB176,90,108
183.0109
(2) The
department secretary of state may prescribe, and furnish on
9request, forms for other documents required or permitted to be filed by this chapter,
10but use of these forms is not mandatory.
SB176, s. 331
11Section
331. 183.0110 (title) of the statutes is amended to read:
SB176,90,13
12183.0110 (title)
Filing duty of department of financial institutions
13secretary of state.
SB176, s. 332
14Section
332. 183.0110 (1) of the statutes is amended to read:
SB176,90,2015
183.0110
(1) Upon receipt of a document by the
department office of the
16secretary of state for filing under this chapter, the
department secretary of state shall
17stamp or otherwise endorse the date and time of receipt on the original, the document
18copy and, upon request, any additional document copy received. The
department 19secretary of state shall return any additional document copy to the person delivering
20it, as confirmation of the date and time of receipt.
SB176, s. 333
21Section
333. 183.0110 (2) of the statutes is amended to read:
SB176,91,322
183.0110
(2) (a) Except as provided in par. (b), if a document satisfies s.
23183.0108 and the terms of the document satisfy the applicable provisions of this
24chapter, the
department secretary of state shall file the document by stamping or
25otherwise endorsing "filed", together with the
department's secretary of state's
1name, on both the original and the document copy. After filing a document, the
2department secretary of state shall deliver the document copy to the domestic limited
3liability company or foreign limited liability company, or its representative.
SB176,91,84
(b) If a domestic limited liability company or foreign limited liability company
5is in default in the payment of any fee required under this chapter, the
department 6secretary of state shall refuse to file any document relating to the domestic limited
7liability company or foreign limited liability company until all delinquent fees are
8paid by the domestic limited liability company or foreign limited liability company.
SB176, s. 334
9Section
334. 183.0110 (3) of the statutes is amended to read:
SB176,91,1510
183.0110
(3) (a) If the
department
secretary of state refuses to file a document,
11the
department secretary of state shall return it to the domestic limited liability
12company or foreign limited liability company, or its representative, within 5 business
13days after the date on which the document is received by the
department office of the
14secretary of state for filing, together with a brief, written explanation of the reason
15for the refusal.
SB176,91,1816
(b) The
department's secretary of state's failure to either file or return a
17document within 5 business days after the date on which it is received constitutes
18a refusal to file the document.
SB176,92,219
(c) Except as provided in s. 183.0112 (3), if a document that had been refused
20for filing by the
department secretary of state is resubmitted to and filed by the
21department secretary of state, the effective date of the filed document under s.
22183.0111 is the date that the resubmitted document is received by the
department 23office of the secretary of state for filing or a delayed effective date specified in the
24resubmitted document in accordance with s. 183.0111 (2). The effective time of the
1resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever
2is applicable.
SB176, s. 335
3Section
335. 183.0110 (4) (intro.) of the statutes is amended to read:
SB176,92,64
183.0110
(4) (intro.) Except as provided in s. 183.0204 (2), the
department's 5secretary of state's filing of a document or refusal to file a document does not do any
6of the following:
SB176, s. 336
7Section
336. 183.0111 (1) (a) (intro.) of the statutes is amended to read:
SB176,92,128
183.0111
(1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7),
9183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the
department 10secretary of state under this chapter is effective on the date that it is received by the
11department office of the secretary of state for filing and at any of the following times
12on that date:
SB176, s. 337
13Section
337. 183.0111 (1) (b) of the statutes is amended to read:
SB176,92,1614
183.0111
(1) (b) The date that a document is received by the
department 15secretary of state is determined by the
department's secretary of state's endorsement
16on the original document under s. 183.0110 (1).
SB176, s. 338
17Section
338. 183.0112 (1) of the statutes is amended to read:
SB176,92,2218
183.0112
(1) A domestic limited liability company or foreign limited liability
19company may correct a document that is filed by the
department secretary of state 20if the document contains a statement that was incorrect at the time of filing or was
21defectively executed, including defects in any attestation, seal, verification or
22acknowledgment.
SB176, s. 339
23Section
339. 183.0112 (2) (intro.) of the statutes is amended to read:
SB176,93,224
183.0112
(2) (intro.) To correct a document under sub. (1), a domestic limited
25liability company or foreign limited liability company shall prepare and deliver to the
1department secretary of state for filing articles of correction that satisfy all of the
2following:
SB176, s. 340
3Section
340. 183.0113 (1) of the statutes is amended to read:
SB176,93,64
183.0113
(1) Any person may obtain from the
department secretary of state,
5upon request, a certificate of status for a domestic limited liability company or
6foreign limited liability company.
SB176, s. 341
7Section
341. 183.0113 (2) (b) 1m. of the statutes is amended to read:
SB176,93,108
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
department secretary of state an annual report required by s. 183.0120.
SB176, s. 342
11Section
342. 183.0113 (3) of the statutes is amended to read:
SB176,93,1312
183.0113
(3) The certificate of status may include other facts of record in the
13department office of the secretary of state that are requested.
SB176, s. 343
14Section
343. 183.0113 (4) of the statutes is amended to read:
SB176,93,1915
183.0113
(4) Upon request, the
department secretary of state shall issue, by
16telegraph, teletype, facsimile or other form of wire or wireless communication, a
17statement of status, which shall contain the information required in a certificate of
18status under sub. (2) and may contain any other information permitted under sub.
19(3).
SB176, s. 344
20Section
344. 183.0113 (5) of the statutes is amended to read:
SB176,93,2421
183.0113
(5) Subject to any qualification stated in a certificate or statement of
22status issued by the
department secretary of state, the certificate or statement is
23conclusive evidence that the domestic limited liability company or foreign limited
24liability company is in existence or is authorized to transact business in this state.
SB176, s. 345
25Section
345. 183.0113 (6) of the statutes is amended to read:
SB176,94,4
1183.0113
(6) Upon request by telephone or otherwise, the
department 2secretary of state shall confirm, by telephone, any of the information required in a
3certificate of status under sub. (2) and may confirm any other information permitted
4under sub. (3).
SB176, s. 346
5Section
346. 183.0114 (1) (intro.) of the statutes is amended to read:
SB176,94,86
183.0114
(1) (intro.) The
department secretary of state shall collect the
7following fees when the documents described in this subsection are delivered for
8filing, or, under pars. (e) and (f), the telephone applications are made:
SB176, s. 347
9Section
347. 183.0120 (1) (intro.) of the statutes is amended to read:
SB176,94,1210
183.0120
(1) (intro.) Each foreign limited liability company registered to
11transact business in this state shall file with the
department office of the secretary
12of state an annual report that includes all of the following information:
SB176, s. 348
13Section
348. 183.0120 (2) of the statutes is amended to read:
SB176,94,1914
183.0120
(2) Information in the annual report shall be current as of the date
15on which the annual report is executed on behalf of a foreign limited liability
16company, except that the information required by sub. (1) (e) shall be current as of
17the close of the foreign limited liability company's fiscal year immediately before the
18date by which the annual report is required to be delivered to the
department 19secretary of state.
SB176, s. 349
20Section
349. 183.0120 (3) of the statutes is amended to read:
SB176,94,2521
183.0120
(3) A foreign limited liability company registered to transact business
22in this state shall deliver its annual report to the
department secretary of state 23during the first calendar quarter of each year following the calendar year in which
24the foreign limited liability company becomes registered to transact business in this
25state.
SB176, s. 350
1Section
350. 183.0120 (4) of the statutes is amended to read:
SB176,95,42
183.0120
(4) If an annual report does not contain the information required by
3this section, the
department secretary of state shall promptly notify the reporting
4foreign limited liability company in writing and return the report to it for correction.
SB176, s. 351
5Section
351. 183.0120 (5) of the statutes is amended to read:
SB176,95,76
183.0120
(5) An annual report is effective on the date that it is filed by the
7department secretary of state.
SB176, s. 352
8Section
352. 183.0201 of the statutes is amended to read:
SB176,95,12
9183.0201 Organization. One or more persons may organize a limited liability
10company by signing and delivering articles of organization to the
department 11secretary of state for filing. The organizer or organizers need not be members of the
12limited liability company at the time of organization or thereafter.
SB176, s. 353
13Section
353. 183.0203 (2) (intro.) of the statutes is amended to read:
SB176,95,1614
183.0203
(2) (intro.) A limited liability company amending its articles of
15organization shall deliver to the
department secretary of state for filing articles of
16amendment that include all of the following information:
SB176, s. 354
17Section
354. 183.0204 (2) of the statutes is amended to read:
SB176,95,2018
183.0204
(2) The
department's secretary of state's filing of the articles of
19organization is conclusive proof that the limited liability company is organized and
20formed under this chapter.
SB176, s. 355
21Section
355. 183.0906 (intro.) of the statutes is amended to read:
SB176,95,24
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
department secretary of state that include all of the following:
SB176, s. 356
25Section
356. 183.1002 (1) of the statutes is amended to read:
SB176,96,3
1183.1002
(1) A foreign limited liability company may not transact business in
2this state until it obtains a certificate of registration from the
department secretary
3of state.
SB176, s. 357
4Section
357. 183.1003 (5) (b) of the statutes is amended to read:
SB176,96,105
183.1003
(5) (b) The foreign limited liability company shall pay the amount
6owed under par. (a) to the
department secretary of state. The
department secretary
7of state 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
department secretary of state any
10amount owed under par. (a).
SB176, s. 358
11Section
358. 183.1004 (intro.) of the statutes is amended to read:
SB176,96,15
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
department secretary of
15state for filing. The application shall include all of the following:
SB176, s. 359
16Section
359. 183.1006 (1) (intro.) of the statutes is amended to read:
SB176,96,2017
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
19department secretary of state if the foreign limited liability company changes any of
20the following:
SB176, s. 360
21Section
360. 183.1008 (1) (intro.) of the statutes is amended to read:
SB176,96,2522
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
department secretary of state for filing a statement of change
25that includes all of the following:
SB176, s. 361
1Section
361. 183.1008 (2) of the statutes is amended to read:
SB176,97,82
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
7department secretary of state for filing a statement that complies with sub. (1) and
8recites that the foreign limited liability company has been notified of the change.
SB176, s. 362
9Section
362. 183.1009 (1) (intro.) of the statutes is amended to read:
SB176,97,1210
183.1009
(1) (intro.) The registered agent of a foreign limited liability
11company may resign by signing and delivering to the
department secretary of state 12for filing a statement of resignation that includes all of the following information:
SB176, s. 363
13Section
363. 183.1009 (2) of the statutes is amended to read:
SB176,97,1514
183.1009
(2) After filing the statement, the
department secretary of state shall
15mail a copy to the foreign limited liability company at its principal office.
SB176, s. 364
16Section
364. 183.1010 (4) (a) (intro.) of the statutes is amended to read:
SB176,97,2217
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
21department secretary of state, except as provided in par. (b). Service is perfected
22under this paragraph at the earliest of the following:
SB176, s. 365
23Section
365. 183.1010 (4) (b) 1. of the statutes is amended to read:
SB176,98,524
183.1010
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
25limited liability company's principal office cannot be determined from the records of
1the
department secretary of state, the foreign limited liability company may be
2served by publishing a class 3 notice, under ch. 985, in the community where the
3foreign limited liability company's principal office or, if not in this state, its registered
4office, as most recently designated in the records of the
department secretary of state,
5is located.
SB176, s. 366
6Section
366. 183.1010 (4) (b) 2. of the statutes is amended to read:
SB176,98,127
183.1010
(4) (b) 2. If a process, notice or demand is served by the
department 8secretary of state on a foreign limited liability company under s. 183.1021 and the
9address of the foreign limited liability company's principal office cannot be
10determined from the records of the
department secretary of state, the foreign limited
11liability company may be served by publishing a class 2 notice, under ch. 985, in the
12official state newspaper.
SB176, s. 367
13Section
367. 183.1011 (1) of the statutes is amended to read:
SB176,98,1614
183.1011
(1) A foreign limited liability company authorized to transact
15business in this state may not withdraw from this state until it obtains a certificate
16of withdrawal from the
department secretary of state.
SB176, s. 368
17Section
368. 183.1011 (2) (intro.) of the statutes is amended to read:
SB176,98,2118
183.1011
(2) (intro.) A foreign limited liability company authorized to transact
19business in this state may apply for a certificate of withdrawal by delivering an
20application to the
department secretary of state for filing. The application shall
21include all of the following:
SB176, s. 369
22Section
369. 183.1011 (2) (e) of the statutes is amended to read:
SB176,98,2523
183.1011
(2) (e) A commitment to notify the
department secretary of state in
24the future of any change in the mailing address of the foreign limited liability
25company principal office.
SB176, s. 370
1Section
370. 183.1020 (1) (intro.) of the statutes is amended to read:
SB176,99,52
183.1020
(1) (intro.) Except as provided in sub. (2), the
department secretary
3of state may bring a proceeding under s. 183.1021 to revoke the certificate of
4registration of a foreign limited liability company registered to transact business in
5this state if any of the following applies:
SB176, s. 371
6Section
371. 183.1020 (1) (a) of the statutes is amended to read:
SB176,99,87
183.1020
(1) (a) The foreign limited liability company fails to file its annual
8report with the
department secretary of state within 4 months after it is due.