SB333: Bill Text

SB333,52,21 181.1403 (1) (e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution.

SB333, s. 132 Section 132. 181.1421 (1) of the statutes is amended to read:

SB333,53,3 181.1421 (1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department shall give the corporation written notice of the department's determination by certified first-class mail, return receipt requested, addressed to the corporation's registered agent and to the corporation's principal office, as most recently designated on the records of the department.

SB333, s. 133 Section 133. 181.1421 (2) of the statutes is repealed and recreated to read:

SB333,53,8 181.1421 (2) Secondary notices. (a) If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department.

SB333,53,12 (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

SB333, s. 134 Section 134. 181.1421 (4) (b) of the statutes is amended to read:

SB333,53,20 181.1421 (4) (b) If the corporation fails to satisfy par. (a), the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The department shall file the original of the certificate and shall provide notice to enter a notation in the department's records to reflect each ground for dissolution and the effective date of dissolution and shall give the corporation of the certificate notice of those facts in the same manner as a notice of determination under subs. (1) and (2).

SB333, s. 135 Section 135. 181.1422 (2) (a) (intro.) of the statutes is amended to read:

SB333,53,24 181.1422 (2) (a) (intro.) The department shall cancel the certificate notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

SB333, s. 136 Section 136. 181.1423 (2) of the statutes is amended to read:

SB333,54,7 181.1423 (2) Time for appeal of denial. The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation'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 corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's certificate notice of dissolution, the corporation's application for reinstatement, and the department's notice of denial.

SB333, s. 137 Section 137. 181.1504 (1) (b) of the statutes is amended to read:

SB333,54,9 181.1504 (1) (b) The Its date of incorporation or the period of its duration.

SB333, s. 138 Section 138. 181.1507 (2) of the statutes is amended to read:

SB333,54,14 181.1507 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state, whose business office is identical with the registered office.

SB333, s. 139 Section 139. 181.1507 (3) of the statutes is amended to read:

SB333,54,19 181.1507 (3) Foreign entities. A foreign corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, authorized to transact business in this state, whose business office is identical with the registered office.

SB333, s. 140 Section 140. 181.1531 (1) of the statutes is amended to read:

SB333,54,25 181.1531 (1) Notice of proceeding by department. If the department determines that one or more grounds exist under s. 181.1530 (1) for revocation of a certificate of authority, the department shall serve give the foreign corporation under s. 181.1510 with written notice of the determination , addressed to the foreign corporation's registered agent.

SB333, s. 141 Section 141. 181.1531 (2) (a), (b) and (c) 1. (intro.) of the statutes are amended to read:

SB333,55,6 181.1531 (2) (a) Within 60 days after service of the notice is perfected under s. 181.1510 takes effect, the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

SB333,55,13 (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by issuing a certificate of revocation that recites entering a notation in the department's records to reflect each ground for revocation and the certificate's effective date of revocation. The department shall file the original certificate and serve a copy on give notice of those facts to the foreign corporation in the same manner as a notice of determination under s. 181.1510 subs. (1) and (2).

SB333,55,17 (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:

SB333, s. 142 Section 142. 181.1531 (2g) of the statutes is created to read:

SB333,55,22 181.1531 (2g) Secondary notices. (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign corporation, addressed to the principal office of the foreign corporation, as most recently designated in the records of the department.

SB333,56,2 (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

SB333, s. 143 Section 143. 181.1531 (2r) of the statutes is created to read:

SB333,56,5 181.1531 (2r) Effective date of notice. A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the earliest of the following:

SB333,56,6 (a) When received.

SB333,56,8 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB333,56,11 (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

SB333, s. 144 Section 144. 181.1531 (3) of the statutes is amended to read:

SB333,56,16 181.1531 (3) Effect of revocation. The authority of a foreign corporation to transact business in this state, ends on the effective date shown on the certificate revoking of revocation of its certificate of authority, as reflected in the records of the department.

SB333, s. 145 Section 145. 181.1532 (1) of the statutes is amended to read:

SB333,56,25 181.1532 (1) Right to appeal. A foreign corporation may appeal the department's revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none exists in this state, its registered office is located, within 30 days after service of the certificate the effective date of the notice of revocation is perfected under s. 181.1510. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's certificate notice of revocation.

SB333, s. 146 Section 146. 183.0104 (1) of the statutes is amended to read:

SB333,57,13 183.0104 (1) A person may reserve the exclusive use of a limited liability company name, including a fictitious name for a foreign limited liability company whose name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the applicant's name and address and the name proposed to be reserved. If the department finds that the name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. If an application to reserve a name or to renew a reserved name is made by telephone, the department shall cancel the reservation or renewal if the department does not receive the fee required under s. 183.0114 (1) (e) or (f) within 10 business days after the day on which the application is made.

SB333, s. 147 Section 147. 183.0105 (1) (b) of the statutes is amended to read:

SB333,57,18 183.0105 (1) (b) A domestic corporation, a domestic limited liability company, limited partnership, registered limited liability partnership, or a nonstock corporation organized or registered in this state, whose business office is identical with the registered office.

SB333, s. 148 Section 148. 183.0105 (1) (c) of the statutes is amended to read:

SB333,57,23 183.0105 (1) (c) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or a foreign limited liability company, that is authorized to transact business in this state and, whose business office is identical with the registered office.

SB333, s. 149 Section 149. 183.0107 (1) of the statutes is renumbered 183.0107 (1r).

SB333, s. 150 Section 150. 183.0107 (1g) of the statutes is created to read:

SB333,58,1 183.0107 (1g) In this section:

SB333,58,2 (a) "Electronic" has the meaning given in s. 183.0108 (1g) (b).

SB333,58,5 (b) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

SB333,58,7 (c) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

SB333, s. 151 Section 151. 183.0108 (1) of the statutes is renumbered 183.0108 (1r).

SB333, s. 152 Section 152. 183.0108 (1g) of the statutes is created to read:

SB333,58,10 183.0108 (1g) In this section:

SB333,58,13 (a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

SB333,58,15 (b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

SB333, s. 153 Section 153. 183.0108 (3) of the statutes is amended to read:

SB333,58,19 183.0108 (3) The department may waive any of the requirements of subs. (1) and (2) subs. (1r) and (2) and of s. 183.0107 if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

SB333, s. 154 Section 154. 183.0109 (1) (a) 5. of the statutes is created to read:

SB333,58,22 183.0109 (1) (a) 5. An application for a certificate of conversion under s. 183.1207 (5).

SB333, s. 155 Section 155. 183.0110 (1) of the statutes is amended to read:

SB333,59,3 183.0110 (1) Upon receipt of a document by the department for filing under this chapter, the department shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

SB333, s. 156 Section 156. 183.0114 (1) (intro.) of the statutes is amended to read:

SB333,59,7 183.0114 (1) (intro.) The Except as provided under sub. (3), the department shall collect the following fees when the documents described in this subsection are delivered for filing, or, under pars. (e) and (f), the telephone applications are made:

SB333, s. 157 Section 157. 183.0114 (1) (j) of the statutes is amended to read:

SB333,59,11 183.0114 (1) (j) Subject to sub. (2) (b), a domestic limited liability company's or foreign limited liability company's statement of change of registered agent or registered office or both, $10.

SB333, s. 158 Section 158. 183.0114 (1) (mp) of the statutes is created to read:

SB333,59,13 183.0114 (1) (mp) A certificate of conversion filed under s. 183.1207 (5), $150.

SB333, s. 159 Section 159. 183.0114 (1) (n) of the statutes is repealed and recreated to read:

SB333,59,15 183.0114 (1) (n) Articles of merger, $150.

SB333, s. 160 Section 160. 183.0114 (1) (w) of the statutes, as affected by 2001 Wisconsin Act 16, is amended to read:

SB333,59,20 183.0114 (1) (w) Annual report of a foreign limited liability company that is submitted to the department by authorized electronic means, $65 ; annual report submitted to the department on paper, $80.

SB333, s. 161 Section 161. 183.0114 (3) of the statutes is created to read:

SB333,59,23 183.0114 (3) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

SB333, s. 162 Section 162. 183.0204 of the statutes is repealed and recreated to read:

SB333,60,3 183.0204 Effect of delivery or filing of articles of organization and other documents. (1) (a) A limited liability company is formed when the articles of organization become effective under s. 183.0111.

SB333,60,5 (b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

SB333,60,10 (c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.

SB333,60,14 (2) The department's filing of the articles of organization of a foreign limited liability company under s. 183.1004 shall be considered the certificate of authority for that foreign limited liability company to transact business in this state and is notice of all other facts set forth in the registration statement.

SB333,60,23 (3) (a) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.

SB333,61,3 (b) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

SB333, s. 163 Section 163. 183.0404 (2) (fm) of the statutes is created to read:

SB333,61,5 183.0404 (2) (fm) Convert to a new form of business entity under s. 183.1207.

SB333, s. 164 Section 164. 183.0504 of the statutes is created to read:

SB333,61,12 183.0504 Series of members, managers, or limited liability company interests. An operating agreement may establish, or provide for the establishment of, designated series or classes of members, managers, or limited liability company interests that have separate or different preferences, limitations, rights, or duties, with respect to profits, losses, distributions, voting, property, or other incidents associated with the limited liability company.

SB333, s. 165 Section 165. 183.0802 (3) of the statutes is amended to read:

SB333,62,3 183.0802 (3) (a) Except as provided in par. (b), unless an operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the a member may do so voluntarily withdraw from a limited liability company at any time by giving written notice to the other members, or on any other terms as are provided in an operating agreement. If the member has the power to withdraw but the withdrawal is a breach of an operating agreement or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct and may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law. Unless otherwise provided in an operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the operating agreement.

SB333,62,18 (b) If a member acquired an interest in a limited liability company for no or nominal consideration or owns an interest as to which the power to withdraw is prohibited or otherwise restricted in the operating agreement, the member may withdraw from the limited liability company with respect to that interest only in accordance with the operating agreement and only at the time or upon the occurrence of an event specified in the operating agreement. If the operating agreement does not specify the time or the event upon the occurrence of which the member may withdraw, a member who acquired an interest in the limited liability company for no or nominal consideration may not withdraw prior to the time for the dissolution and commencement of winding up of the limited liability company without the written consent of all members of the limited liability company. Unless otherwise provided in an operating agreement, in the case of a limited liability company that is organized for a definite term or particular undertaking, the operating agreement shall be considered to provide that a member may not withdraw before the expiration of that term or completion of that undertaking.

SB333, s. 166 Section 166. 183.0901 (4) (intro.) of the statutes is amended to read:

SB333,62,22 183.0901 (4) (intro.) An For a limited liability company organized before the effective date of this subsection .... [revisor inserts date], an event of dissociation of a member, unless any of the following applies:

SB333, s. 167 Section 167. 183.1001 (1) of the statutes is amended to read:

SB333,63,8 183.1001 (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members, regardless of whether the foreign limited liability company obtained or should have obtained a certificate of registration under this chapter, except that a foreign limited liability company that has filed a certificate of conversion under s. 183.1207 (5) to become a domestic limited liability company shall be subject to the requirements of this chapter governing domestic limited liability companies on the effective date of the conversion and shall not be subject to the requirements of this chapter governing foreign limited liability companies.