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.
SB176, s. 372
9Section
372. 183.1020 (1) (b) of the statutes is amended to read:
SB176,99,1210
183.1020
(1) (b) The foreign limited liability company does not pay, within 4
11months after they are due, any fees or penalties due the
department secretary of
12state under this chapter.
SB176, s. 373
13Section
373. 183.1020 (1) (d) of the statutes is amended to read:
SB176,99,1814
183.1020
(1) (d) The foreign limited liability company does not inform the
15department secretary of state under s. 183.1008 or 183.1009 that its registered agent
16or registered office has changed, that its registered agent has resigned or that its
17registered office has been discontinued, within 6 months of the change, resignation
18or discontinuance.
SB176, s. 374
19Section
374. 183.1020 (1) (f) of the statutes is amended to read:
SB176,99,2420
183.1020
(1) (f) The
department secretary of state receives an authenticated
21certificate from the secretary of state or other official having custody of limited
22liability company records in the state or country under whose law the foreign limited
23liability company is incorporated stating that it has been dissolved or disappeared
24as the result of a merger.
SB176, s. 375
25Section
375. 183.1020 (2) of the statutes is amended to read:
SB176,100,5
1183.1020
(2) If the
department secretary of state receives a certificate under
2sub. (1) (f) and a statement by the foreign limited liability company that the
3certificate is submitted by the foreign limited liability company to terminate its
4registration to transact business in this state, the
department secretary of state shall
5issue a certificate of revocation under s. 183.1021 (2) (b).
SB176, s. 376
6Section
376. 183.1020 (3) of the statutes is amended to read:
SB176,100,117
183.1020
(3) A court may revoke under s. 946.87 the certificate of registration
8of a foreign limited liability company registered to transact business in this state.
9The court shall notify the
department secretary of state of the action, and the
10department secretary of state shall issue a certificate of revocation under s. 183.1021
11(2) (b).
SB176, s. 377
12Section
377. 183.1021 (1) of the statutes is amended to read:
SB176,100,1613
183.1021
(1) If the
department secretary of state determines that one or more
14grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the
15department secretary of state shall serve the foreign limited liability company under
16s. 183.1010 with written notice of the determination.
SB176, s. 378
17Section
378. 183.1021 (2) of the statutes is amended to read:
SB176,100,2218
183.1021
(2) (a) Within 60 days after service of the notice is perfected under
19s. 183.1010, the foreign limited liability company shall correct each ground for
20revocation or demonstrate to the reasonable satisfaction of the
department secretary
21of state that each ground determined by the
department secretary of state does not
22exist.
SB176,101,323
(b) If the foreign limited liability company fails to satisfy par. (a), the
24department secretary of state may revoke the foreign limited liability company's
25certificate of registration by signing a certificate of revocation that recites each
1ground for revocation and its effective date. The
department secretary of state shall
2file the original of the certificate and serve a copy on the foreign limited liability
3company under s. 183.1010.
SB176, s. 379
4Section
379. 183.1021 (4) of the statutes is amended to read:
SB176,101,115
183.1021
(4) If the
department secretary of state or a court revokes a foreign
6limited liability company's certificate of registration, the foreign limited liability
7company may be served under s. 183.1010 (3) and (4) or the foreign limited liability
8company's registered agent may be served until the registered agent's authority is
9terminated, in any civil, criminal, administrative or investigatory proceeding based
10on a cause of action which arose while the foreign limited liability company was
11registered to transact business in this state.
SB176, s. 380
12Section
380. 183.1022 (1) of the statutes is amended to read:
SB176,101,2013
183.1022
(1) A foreign limited liability company may appeal the
department's 14secretary of state's revocation of its certificate of registration under s. 183.1020 (1)
15to the circuit court for the county where the foreign limited liability company's
16principal office or, if none in this state, its registered office is located, within 30 days
17after service of the certificate of revocation is perfected under s. 183.1010. The
18foreign limited liability company shall appeal by petitioning the court to set aside the
19revocation and attaching to the petition copies of its certificate of registration and the
20department's secretary of state's certificate of revocation.
SB176, s. 381
21Section
381. 183.1022 (2) of the statutes is amended to read:
SB176,101,2422
183.1022
(2) The court may order the
department secretary of state to reinstate
23the certificate of registration or may take any other action that the court considers
24appropriate.
SB176, s. 382
25Section
382. 183.1204 (1) (intro.) of the statutes is amended to read:
SB176,102,3
1183.1204
(1) (intro.) The surviving limited liability company shall deliver to
2the
department secretary of state articles of merger, executed by each party to the
3plan of merger, that include all of the following:
SB176, s. 383
4Section
383. 183.1301 of the statutes is amended to read:
SB176,102,14
5183.1301 Execution by judicial act. Any person who is adversely affected
6by the failure or refusal of any person to execute and file any articles or other
7document to be filed under this chapter may petition the circuit court for the county
8in which the registered office of the limited liability company is located or, if no
9address is on file with the
department secretary of state, in the circuit court for Dane
10county, to direct the execution and filing of the articles or other document. If the court
11finds that it is proper for the articles or other document to be executed and filed and
12that there has been failure or refusal to execute and file the document, the court shall
13order the
department secretary of state to file the appropriate articles or other
14document.
SB176, s. 384
15Section
384. 185.01 (3m) of the statutes is repealed.
SB176, s. 385
16Section
385. 185.05 (3) of the statutes is amended to read:
SB176,102,2217
185.05
(3) The articles shall be filed and recorded as provided in s. 185.82. The
18legal existence of a cooperative begins when the articles are filed. Upon the filing of
19the articles, the
department secretary of state shall issue a certificate of
20incorporation. The
department secretary of state shall forward within 5 days a
21duplicate original of the articles to the register of deeds of the county of the
22cooperative's principal office or registered agent for recording.
SB176, s. 386
23Section
386. 185.08 (3) of the statutes is amended to read:
SB176,103,224
185.08
(3) A registered agent may resign by mailing a written notice to both
25the
department secretary of state and the cooperative. The resignation becomes
1effective when the cooperative names a new registered agent or 60 days after the
2receipt of notice by the
department secretary of state, whichever is sooner.
SB176, s. 387
3Section
387. 185.31 (3) of the statutes is amended to read:
SB176,103,154
185.31
(3) The directors constituting the temporary board, named in the
5articles, shall hold office until the first member meeting. At that meeting and
6thereafter, directors shall be elected by the members at a member meeting in the
7manner and for the terms provided in the bylaws. If the bylaws provide that directors
8be from specified districts, the articles may limit voting for any director to members
9from within the district from which the director is to be elected. Unless the bylaws
10provide otherwise, a director's term of office shall be one year. Each director shall
11hold office for the term for which elected and until a successor takes office. The
12bylaws may permit selection of alternates to take the place of directors absent at a
13meeting of the board. Whenever any change is made in the board, the cooperative
14shall file within 20 days with the
department secretary of state a report showing the
15names and addresses of all directors.
SB176, s. 388
16Section
388. 185.35 (1) of the statutes is amended to read:
SB176,103,2517
185.35
(1) Unless the articles of incorporation provide otherwise, the principal
18officers of a cooperative are a president, one or more vice presidents as prescribed in
19the bylaws, a secretary and a treasurer. They shall be elected annually by the board
20at such time and in such manner as the bylaws provide. Upon original election and
21whenever any change is made in the officers, the cooperative shall file with the
22department secretary of state, within 20 days, a report showing the name and
23address of all officers. Each principal officer except the secretary and the treasurer
24must be a director of the cooperative. The offices of secretary and treasurer may be
25combined in one person.
SB176, s. 389
1Section
389. 185.48 (2) of the statutes is amended to read:
SB176,104,72
185.48
(2) The annual report shall be made on forms furnished by the
3department secretary of state, and the information therein contained shall be given
4as of the date of the execution of the report. The
department secretary of state shall
5forward by 1st class mail report blanks to each cooperative in good standing not later
6than 60 days prior to the date on which the cooperative is required to file an annual
7report under this chapter.
SB176, s. 390
8Section
390. 185.48 (3) of the statutes is amended to read:
SB176,104,159
185.48
(3) The annual report shall be delivered to the
department secretary of
10state in each year following the year in which the cooperative's articles are filed by
11the
department secretary of state, during the calendar year quarter in which the
12anniversary of the filing occurs. If the report does not conform to requirements, it
13shall be returned to the cooperative for necessary corrections. The penalties for
14failure to file such report shall not apply if it is corrected and returned within 30 days
15after receipt thereof.
SB176, s. 391
16Section
391. 185.48 (4) of the statutes is amended to read:
SB176,104,1817
185.48
(4) Any report not filed as required by sub. (3) may be filed only upon
18payment to the
department secretary of state of $26.
SB176, s. 392
19Section
392. 185.48 (5) of the statutes is amended to read:
SB176,105,320
185.48
(5) If the report is not filed within a year from the first day of the quarter
21calendar year in which the report is required, under sub. (3), to be delivered, the
22cooperative is not in good standing. Within the next 6 months the
department 23secretary of state shall mail to the cooperative a notice that it is no longer in good
24standing. If a cooperative has been out of good standing for more than 3 consecutive
25years immediately prior to January 1, 1978, the
department secretary of state shall
1provide only the notice required under s. 185.72 (3). Until restored to good standing,
2the
department secretary of state shall not accept for filing any document respecting
3such cooperative except those incident to its dissolution.
SB176, s. 393
4Section
393. 185.48 (6) of the statutes is amended to read:
SB176,105,85
185.48
(6) The cooperative may be restored to good standing by delivering to
6the
department secretary of state a current annual report and by paying the $26 late
7filing fee plus $15 for each calendar year or part thereof during which it was not in
8good standing, not exceeding a total of $176.
SB176, s. 394
9Section
394. 185.53 (2) of the statutes is amended to read:
SB176,105,1210
185.53
(2) The amendment shall be filed and recorded as provided in s. 185.82.
11The amendment becomes effective upon filing, and the
department secretary of state 12may then issue a certificate of amendment.
SB176, s. 395
13Section
395. 185.62 (1m) of the statutes is amended to read:
SB176,105,2314
185.62
(1m) If after the filing of the articles under sub. (1), but before the
15merger or consolidation is effective, the merger or consolidation is abandoned, as
16provided in s. 185.61 (5), 2 principal officers of each merging or consolidating
17cooperative shall sign a certificate of abandonment stating that the merger or
18consolidation is abandoned and the date of abandonment, and shall seal the
19certificate with the seal of each cooperative. The certificate of abandonment shall be
20filed and recorded prior to the date the merger or consolidation would otherwise be
21effective,
with the department in the office of the secretary of state and in each county
22where the cooperatives have their principal offices or registered agents, in the
23manner provided in s. 185.82.
SB176, s. 396
24Section
396. 185.72 (3) (a) of the statutes is amended to read:
SB176,106,4
1185.72
(3) (a) If it is established by the records in the
department office of the
2secretary of state that a cooperative failed to file its annual report as required by this
3chapter for the preceding 3 years, the
department
secretary of state may
4involuntarily dissolve the cooperative in the following manner:
SB176,106,65
1. The
department secretary of state shall give the cooperative notice of its
6delinquency by 1st class mail addressed to its situs.
SB176,106,117
2. If the delinquent cooperative is not restored to good standing under s. 185.48
8(6) within 90 days after the notice was mailed, the
department secretary of state shall
9issue a certificate of involuntary dissolution, which shall state the fact of involuntary
10dissolution, the date and cause of the dissolution and the dissolved cooperative's
11situs.
SB176,106,1312
3. The
department secretary of state shall file the original certificate of
13involuntary dissolution and mail a copy to the former cooperative at its situs.
SB176, s. 397
14Section
397. 185.72 (3) (bm) of the statutes is amended to read:
SB176,106,1715
185.72
(3) (bm) The
department secretary of state shall rescind the dissolution
16of a cooperative involuntarily dissolved under this subsection and issue a certificate
17stating the recision if all of the following are met:
SB176,106,2018
1. The cooperative files with the
department secretary of state 2 affidavits, each
19executed by a different person who is a principal officer of the cooperative, stating
20that the cooperative did not receive the notice under par. (a) 1.
SB176,106,2321
2. The cooperative pays to the
department secretary of state $100 in liquidated
22damages to cover the efforts of the
department secretary of state in rescinding the
23involuntary dissolution.
SB176, s. 398
24Section
398. 185.815 (intro.) of the statutes is amended to read:
SB176,107,3
1185.815 Recording change of principal office or registered agent. 2(intro.) If a document submitted to the
department
secretary of state for filing under
3this chapter changes the county of the principal office or of the registered agent:
SB176, s. 399
4Section
399. 185.815 (1) of the statutes is amended to read:
SB176,107,65
185.815
(1) An original of the document or a duplicate original endorsed by the
6department secretary of state shall be recorded in each county;
SB176, s. 400
7Section
400. 185.815 (3) of the statutes is amended to read:
SB176,107,108
185.815
(3) A certificate of the
department secretary of state listing the type
9and date of filing of recordable documents previously filed by the cooperative shall
10be recorded in the county of the new principal office or of the registered agent.
SB176, s. 401
11Section
401. 185.82 (1) (a) of the statutes is amended to read: