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:
SB176,107,1412
185.82
(1) (a) Separate originals of the document for the
department secretary
13of state and for the register of deeds of each county in which the document is required
14to be recorded.
SB176, s. 402
15Section
402. 185.82 (1) (b) of the statutes is amended to read:
SB176,107,1716
185.82
(1) (b) A check payable to the
department secretary of state in the
17amount of the filing fee prescribed under s. 185.83.
SB176, s. 403
18Section
403. 185.82 (2) (a) of the statutes is amended to read:
SB176,107,2119
185.82
(2) (a) Unless the document does not conform to law, the
department 20secretary of state shall endorse on each original "Filed" and the date of filing and
21shall file one original.
SB176, s. 404
22Section
404. 185.82 (2) (b) of the statutes is amended to read:
SB176,107,2523
185.82
(2) (b) The
department secretary of state shall forward to each register
24of deeds the check under sub. (1) (c) and an original document or duplicate endorsed
25by the
department secretary of state, within 5 days of filing.
SB176, s. 405
1Section
405. 185.82 (3) of the statutes is amended to read:
SB176,108,62
185.82
(3) Each week the
department
secretary of state shall forward to each
3register of deeds a listing of all documents received during the preceding week for
4filing and recording as required under this chapter. For each document, the listing
5shall specify the type of document, the name of the cooperative, the name of the
6county of the cooperative's principal office or registered agent, and the date of filing.
SB176, s. 406
7Section
406. 185.82 (4) of the statutes is amended to read:
SB176,108,118
185.82
(4) A document required to be filed and recorded under this chapter is
9effective on filing with the
department secretary of state, except as provided in s.
10185.62. An error or omission in recording the document or a certificate under s.
11185.815 (2) with a register of deeds does not affect its effectiveness.
SB176, s. 407
12Section
407. 185.82 (5) of the statutes is amended to read:
SB176,108,1713
185.82
(5) A document filed with the
department secretary of state under this
14chapter before May 7, 1982 is effective unless the records of the
department secretary
15of state show that the document was recognized as ineffective because of a recording
16defect and the
department secretary of state or the cooperative acted in reliance on
17the ineffectiveness of the document.
SB176, s. 408
18Section
408. 185.82 (6) (a) (intro.) of the statutes is amended to read:
SB176,108,2019
185.82
(6) (a) (intro.) The
department
secretary of state may waive any of the
20following:
SB176, s. 409
21Section
409. 185.82 (6) (a) 2. of the statutes is amended to read:
SB176,108,2422
185.82
(6) (a) 2. An omission or defect in a document, if the
department 23secretary of state determines from the face of the document that the omission or
24defect is immaterial.
SB176, s. 410
25Section
410. 185.83 (1) (intro.) of the statutes is amended to read:
SB176,109,2
1185.83
(1) (intro.) The
department secretary of state shall charge and collect
2for:
SB176, s. 411
3Section
411. 185.83 (1) (b) of the statutes is amended to read:
SB176,109,104
185.83
(1) (b) Filing an amendment to or restatement of the articles or articles
5of merger, consolidation or division, $10, except that no fee may be collected for an
6amendment showing only a change of address resulting from the action of a
7governmental agency if there is no corresponding change in physical location and if
82 copies of the notice of the action are submitted to the
department secretary of state;
9and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at
10the time of amendment, restatement, merger, consolidation or division.
SB176, s. 412
11Section
412. 185.83 (1) (d) of the statutes is amended to read:
SB176,109,1312
185.83
(1) (d) Receiving services of any process, notice or demand, authorized
13to be served on the
department secretary of state by this chapter, $10.
SB176, s. 413
14Section
413. 185.85 of the statutes is amended to read:
SB176,109,18
15185.85 (title)
Forms to be furnished by
department of financial
16institutions secretary of state. The
department secretary of state may provide
17forms for any document to be filed with the
department
secretary of state under this
18chapter.
SB176, s. 414
19Section
414. 187.05 (1) of the statutes is amended to read:
SB176,110,1620
187.05
(1) Trustees; terms; purposes. Any diocesan council or convention,
21conference, synod or other body of authorized representatives of any church or
22religious denomination or association or congregation thereof may elect any number
23of trustees, not less than three, to be incorporated; and when a certificate shall have
24been made and signed by the presiding officer and countersigned by the secretary of
25the body by which they were elected, stating that such persons, naming them, were
1elected trustees, the name of the body by whom elected, the corporate name by which
2such trustees are to be known, the term for which they are to hold their offices, and
3the purposes for which it is desired to incorporate them, and filed
with the 4department of financial institutions in the office of the secretary of state, the persons
5named in such certificate as trustees and their successors in office shall be a body
6corporate for the purposes mentioned in such certificate and for such purposes, and
7no other, shall have the usual powers of a corporation; and the members of such
8corporation shall hold their positions for such term as the body electing them shall
9determine and until their successors are duly elected. Upon the receipt of such
10certificate, the
department of financial institutions
secretary of state shall issue a
11certificate of incorporation. But any diocesan council or convention, conference,
12synod or other body composed of or divided into district synods or other units may
13provide in its constitution for the election of one or more of its trustees by one or more
14of such district synods or other units or that one or more of its trustees shall be elected
15by said diocesan council or convention, conference, synod or other body from one or
16more of such district synods or other units.
SB176, s. 415
17Section
415. 187.05 (3) (a) (intro.) of the statutes is amended to read:
SB176,110,2318
187.05
(3) (a) (intro.) Any denominational body mentioned in sub. (1) having
19a constitution (or other instrument of organization), in writing, at any stated
20meeting may vote to become a corporation and designate any of its members of adult
21age, not less than 10 in number, to make, acknowledge and file with the
department
22of financial institutions secretary of state a certificate substantially in the following
23form:
SB176, s. 416
24Section
416. 187.05 (3) (a) (form) 4. of the statutes is amended to read: