SB176: Bill Text

SB176,94,25 183.0120 (3) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department 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.

SB176, s. 350 Section 350. 183.0120 (4) of the statutes is amended to read:

SB176,95,4 183.0120 (4) If an annual report does not contain the information required by this section, the department secretary of state shall promptly notify the reporting foreign limited liability company in writing and return the report to it for correction.

SB176, s. 351 Section 351. 183.0120 (5) of the statutes is amended to read:

SB176,95,7 183.0120 (5) An annual report is effective on the date that it is filed by the department secretary of state.

SB176, s. 352 Section 352. 183.0201 of the statutes is amended to read:

SB176,95,12 183.0201 Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the department secretary of state for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter.

SB176, s. 353 Section 353. 183.0203 (2) (intro.) of the statutes is amended to read:

SB176,95,16 183.0203 (2) (intro.)  A limited liability company amending its articles of organization shall deliver to the department secretary of state for filing articles of amendment that include all of the following information:

SB176, s. 354 Section 354. 183.0204 (2) of the statutes is amended to read:

SB176,95,20 183.0204 (2) The department's secretary of state's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

SB176, s. 355 Section 355. 183.0906 (intro.) of the statutes is amended to read:

SB176,95,24 183.0906 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 department secretary of state that include all of the following:

SB176, s. 356 Section 356. 183.1002 (1) of the statutes is amended to read:

SB176,96,3 183.1002 (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the department secretary of state.

SB176, s. 357 Section 357. 183.1003 (5) (b) of the statutes is amended to read:

SB176,96,10 183.1003 (5) (b) The foreign limited liability company shall pay the amount owed under par. (a) to the department secretary of state. The department secretary of state 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 department secretary of state any amount owed under par. (a).

SB176, s. 358 Section 358. 183.1004 (intro.) of the statutes is amended to read:

SB176,96,15 183.1004 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 department secretary of state for filing. The application shall include all of the following:

SB176, s. 359 Section 359. 183.1006 (1) (intro.) of the statutes is amended to read:

SB176,96,20 183.1006 (1) (intro.)  A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of registration from the department secretary of state if the foreign limited liability company changes any of the following:

SB176, s. 360 Section 360. 183.1008 (1) (intro.) of the statutes is amended to read:

SB176,96,25 183.1008 (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 department secretary of state for filing a statement of change that includes all of the following:

SB176, s. 361 Section 361. 183.1008 (2) of the statutes is amended to read:

SB176,97,8 183.1008 (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 department secretary of state for filing a statement that complies with sub. (1) and recites that the foreign limited liability company has been notified of the change.

SB176, s. 362 Section 362. 183.1009 (1) (intro.) of the statutes is amended to read:

SB176,97,12 183.1009 (1) (intro.)  The registered agent of a foreign limited liability company may resign by signing and delivering to the department secretary of state for filing a statement of resignation that includes all of the following information:

SB176, s. 363 Section 363. 183.1009 (2) of the statutes is amended to read:

SB176,97,15 183.1009 (2) After filing the statement, the department secretary of state shall mail a copy to the foreign limited liability company at its principal office.

SB176, s. 364 Section 364. 183.1010 (4) (a) (intro.) of the statutes is amended to read:

SB176,97,22 183.1010 (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 department secretary of state, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

SB176, s. 365 Section 365. 183.1010 (4) (b) 1. of the statutes is amended to read:

SB176,98,5 183.1010 (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 department 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 department secretary of state, is located.

SB176, s. 366 Section 366. 183.1010 (4) (b) 2. of the statutes is amended to read:

SB176,98,12 183.1010 (4) (b) 2. If a process, notice or demand is served by the department 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 department 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.

SB176, s. 367 Section 367. 183.1011 (1) of the statutes is amended to read:

SB176,98,16 183.1011 (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 department secretary of state.

SB176, s. 368 Section 368. 183.1011 (2) (intro.) of the statutes is amended to read:

SB176,98,21 183.1011 (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 department secretary of state for filing. The application shall include all of the following:

SB176, s. 369 Section 369. 183.1011 (2) (e) of the statutes is amended to read:

SB176,98,25 183.1011 (2) (e) A commitment to notify the department secretary of state in the future of any change in the mailing address of the foreign limited liability company principal office.

SB176, s. 370 Section 370. 183.1020 (1) (intro.) of the statutes is amended to read:

SB176,99,5 183.1020 (1) (intro.)  Except as provided in sub. (2), the department secretary of state may bring a proceeding under s. 183.1021 to revoke the certificate of registration of a foreign limited liability company registered to transact business in this state if any of the following applies:

SB176, s. 371 Section 371. 183.1020 (1) (a) of the statutes is amended to read:

SB176,99,8 183.1020 (1) (a) The foreign limited liability company fails to file its annual report with the department secretary of state within 4 months after it is due.

SB176, s. 372 Section 372. 183.1020 (1) (b) of the statutes is amended to read:

SB176,99,12 183.1020 (1) (b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the department secretary of state under this chapter.

SB176, s. 373 Section 373. 183.1020 (1) (d) of the statutes is amended to read:

SB176,99,18 183.1020 (1) (d) The foreign limited liability company does not inform the department secretary of state under s. 183.1008 or 183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

SB176, s. 374 Section 374. 183.1020 (1) (f) of the statutes is amended to read:

SB176,99,24 183.1020 (1) (f) The department secretary of state receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.

SB176, s. 375 Section 375. 183.1020 (2) of the statutes is amended to read:

SB176,100,5 183.1020 (2) If the department secretary of state receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the department secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

SB176, s. 376 Section 376. 183.1020 (3) of the statutes is amended to read:

SB176,100,11 183.1020 (3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the department secretary of state of the action, and the department secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

SB176, s. 377 Section 377. 183.1021 (1) of the statutes is amended to read:

SB176,100,16 183.1021 (1) If the department secretary of state determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the department secretary of state shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.

SB176, s. 378 Section 378. 183.1021 (2) of the statutes is amended to read:

SB176,100,22 183.1021 (2) (a) Within 60 days after service of the notice is perfected under s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department secretary of state that each ground determined by the department secretary of state does not exist.

SB176,101,3 (b) If the foreign limited liability company fails to satisfy par. (a), the department secretary of state may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The department secretary of state shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.

SB176, s. 379 Section 379. 183.1021 (4) of the statutes is amended to read:

SB176,101,11 183.1021 (4) If the department secretary of state or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.

SB176, s. 380 Section 380. 183.1022 (1) of the statutes is amended to read:

SB176,101,20 183.1022 (1) A foreign limited liability company may appeal the department's secretary of state's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the department's secretary of state's certificate of revocation.

SB176, s. 381 Section 381. 183.1022 (2) of the statutes is amended to read:

SB176,101,24 183.1022 (2) The court may order the department secretary of state to reinstate the certificate of registration or may take any other action that the court considers appropriate.

SB176, s. 382 Section 382. 183.1204 (1) (intro.) of the statutes is amended to read:

SB176,102,3 183.1204 (1) (intro.)  The surviving limited liability company shall deliver to the department secretary of state articles of merger, executed by each party to the plan of merger, that include all of the following:

SB176, s. 383 Section 383. 183.1301 of the statutes is amended to read:

SB176,102,14 183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the department secretary of state, in the circuit court for Dane county, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the department secretary of state to file the appropriate articles or other document.

SB176, s. 384 Section 384. 185.01 (3m) of the statutes is repealed.

SB176, s. 385 Section 385. 185.05 (3) of the statutes is amended to read:

SB176,102,22 185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the department secretary of state shall issue a certificate of incorporation. The department secretary of state shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.

SB176, s. 386 Section 386. 185.08 (3) of the statutes is amended to read:

SB176,103,2 185.08 (3) A registered agent may resign by mailing a written notice to both the department secretary of state and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the department secretary of state, whichever is sooner.

SB176, s. 387 Section 387. 185.31 (3) of the statutes is amended to read:

SB176,103,15 185.31 (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the department secretary of state a report showing the names and addresses of all directors.

SB176, s. 388 Section 388. 185.35 (1) of the statutes is amended to read:

SB176,103,25 185.35 (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the department secretary of state, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.

SB176, s. 389 Section 389. 185.48 (2) of the statutes is amended to read:

SB176,104,7 185.48 (2) The annual report shall be made on forms furnished by the department secretary of state, and the information therein contained shall be given as of the date of the execution of the report. The department secretary of state shall forward by 1st class mail report blanks to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.

SB176, s. 390 Section 390. 185.48 (3) of the statutes is amended to read:

SB176,104,15 185.48 (3) The annual report shall be delivered to the department secretary of state in each year following the year in which the cooperative's articles are filed by the department secretary of state, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.

SB176, s. 391 Section 391. 185.48 (4) of the statutes is amended to read:

SB176,104,18 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the department secretary of state of $26.

SB176, s. 392 Section 392. 185.48 (5) of the statutes is amended to read:

SB176,105,3 185.48 (5) If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the department secretary of state shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the department secretary of state shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the department secretary of state shall not accept for filing any document respecting such cooperative except those incident to its dissolution.

SB176, s. 393 Section 393. 185.48 (6) of the statutes is amended to read:

SB176,105,8 185.48 (6) The cooperative may be restored to good standing by delivering to the department secretary of state a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176.