183.1002(3)(c)
(c) The foreign limited liability company is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
183.1002(3)(d)
(d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state.
183.1002(4)
(4) This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.
183.1002 History
History: 1993 a. 112;
1995 a. 27,
97.
183.1003
183.1003
Consequences of transacting business without registration. 183.1003(1)
(1) A foreign limited liability company transacting business in this state without a certificate of registration may not maintain a proceeding in a court of this state until the foreign limited liability company obtains a certificate of registration.
183.1003(2)
(2) Neither the successor to a foreign limited liability company that transacted business in this state without a certificate of registration nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court in this state until the foreign limited liability company or its successor obtains a certificate of registration.
183.1003(3)
(3) A court may stay a proceeding commenced by a foreign limited liability company, or its successor or assignee, until the court determines if the foreign limited liability company or its successor requires a certificate of registration. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate of registration.
183.1003(4)
(4) The failure of a foreign limited liability company to obtain a certificate of registration does not do any of the following:
183.1003(4)(a)
(a) Impair the validity of any contract or act of the foreign limited liability company or its title to property in this state.
183.1003(4)(b)
(b) Affect the right of any other party to a contract to maintain any action, suit or proceeding on a contract.
183.1003(4)(c)
(c) Prevent the foreign limited liability company from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.
183.1003(5)(a)(a) A foreign limited liability company that transacts business in this state without a certificate of registration is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of registration, in an amount equal to the sum of the following:
183.1003(5)(a)1.
1. All fees that would have been imposed by this chapter upon the foreign limited liability company had it applied for and received a certificate of registration.
183.1003(5)(a)2.
2. Fifty percent of the amount owed under
subd. 1. or $5,000, whichever is less.
183.1003(5)(b)
(b) The foreign limited liability company shall pay the amount owed under
par. (a) to the department. The department 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 any amount owed under
par. (a).
183.1003(6)
(6) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without a certificate of registration.
183.1003 History
History: 1993 a. 112;
1995 a. 27.
183.1004
183.1004
Application for certificate of registration. 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 for filing. The application shall include all of the following:
183.1004(1)
(1) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state.
183.1004(2)
(2) The name of the state or other jurisdiction under whose laws it is organized.
183.1004(4)
(4) The street address of its registered office in this state and the name of its registered agent at that office.
183.1004(5)
(5) If management of the limited liability company is vested in one or more managers, a statement to that effect.
183.1004(6)
(6) The street address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if no office is required, its principal office.
183.1004(7)
(7) A statement that the applicant is a foreign limited liability company.
183.1004 History
History: 1993 a. 112;
1995 a. 27.
183.1005
183.1005
Name. A certificate of registration may not be issued to a foreign limited liability company unless its name satisfies
s. 183.0103 (1) and
(2). If the name under which a foreign limited liability company is registered in the jurisdiction of its formation does not satisfy
s. 183.0103 (1) and
(2), the foreign limited liability company may obtain a certificate of registration to transact business in this state under a fictitious name that is available and that satisfies
s. 183.0103 (1) and
(2).
183.1005 History
History: 1993 a. 112.
183.1006
183.1006
Amended certificate of registration. 183.1006(1)
(1) A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of registration from the department if the foreign limited liability company changes any of the following:
183.1006(1)(a)
(a) Its name or the fictitious name under which it has been issued a certificate of registration.
183.1006(1)(b)
(b) The state or jurisdiction under whose laws it is organized or its date of organization.
183.1006(1)(c)
(c) Whether management of the foreign limited liability company is vested in one or more managers.
183.1006(2)
(2) The requirements of
s. 183.1004 for obtaining an original certificate of registration apply to obtaining an amended certificate of registration.
183.1006 History
History: 1993 a. 112;
1995 a. 27;
2001 a. 44.
183.1007
183.1007
Registered office and registered agent of foreign limited liability company. A foreign limited liability company authorized to transact business in this state shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business in this state, if any. The registered agent shall be any of the following:
183.1007(1)
(1) An individual who resides in this state and whose business office is identical with the registered office.
183.1007(2)
(2) A domestic corporation, a domestic limited liability company or a nonstock, nonprofit corporation incorporated in this state, whose business office is identical with the registered office.
183.1007(3)
(3) A foreign corporation or foreign limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
183.1007 History
History: 1993 a. 112.
183.1008
183.1008
Change of registered office or registered agent of foreign limited liability company. 183.1008(1)
(1) 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 for filing a statement of change that includes all of the following:
183.1008(1)(a)
(a) The name of the foreign limited liability company and the name of the state or jurisdiction under whose law it is organized.
183.1008(1)(b)
(b) The street address of its registered office as changed.
183.1008(1)(d)
(d) A statement that after the change is made, the street addresses of its registered office and the business office of its registered agent will be identical.
183.1008(2)
(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 for filing a statement that complies with
sub. (1) and recites that the foreign limited liability company has been notified of the change.
183.1008 History
History: 1993 a. 112;
1995 a. 27,
400.
183.1009
183.1009
Resignation of registered agent of foreign limited liability company. 183.1009(1)
(1) The registered agent of a foreign limited liability company may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:
183.1009(1)(a)
(a) The name of the foreign limited liability company for which the registered agent is acting.
183.1009(1)(c)
(c) The street address of the foreign limited liability company's current registered office and its principal office.
183.1009(1)(e)
(e) If applicable, a statement that the registered office is discontinued.
183.1009(2)
(2) After filing the statement, the department shall mail a copy to the foreign limited liability company at its principal office.
183.1009(3)
(3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
183.1009(3)(b)
(b) The date on which the appointment of a successor registered agent is effective.
183.1009 History
History: 1993 a. 112;
1995 a. 27.
183.1010
183.1010
Service on foreign limited liability company. 183.1010(1)(1) Except as provided in
subs. (2) and
(3), the registered agent of a foreign limited liability company authorized to transact business in this state is the foreign limited liability company's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited liability company.
183.1010(2)
(2) A foreign limited liability company authorized to transact business in this state may be served in the manner provided in
sub. (4) if the foreign limited liability company has no registered agent or its registered agent cannot with reasonable diligence be served.
183.1010(3)
(3) A foreign limited liability company formerly authorized to transact business in this state may be served in the manner provided in
sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign limited liability company has withdrawn its registration in this state under
s. 183.1011.
183.1010(4)(a)(a) 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, except as provided in
par. (b). Service is perfected under this paragraph at the earliest of the following:
183.1010(4)(a)1.
1. The date on which the foreign limited liability company receives the mail.
183.1010(4)(a)2.
2. The date shown on the return receipt, if signed on behalf of the foreign limited liability company.
183.1010(4)(a)3.
3. Five days after the mail is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
183.1010(4)(b)
(b) Except as provided in
s. 183.1021 (2g) (b), if the address of the foreign limited liability company's principal office cannot be determined from the records of the department, 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, is located.
183.1010(5)
(5) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign limited liability company in any other manner permitted by law.
183.1011
183.1011
Withdrawal of registration. 183.1011(1)
(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.
183.1011(2)
(2) 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 for filing. The application shall include all of the following:
183.1011(2)(a)
(a) The name of the foreign limited liability company and the name of the state or jurisdiction under whose laws it is organized.
183.1011(2)(b)
(b) A statement that the foreign limited liability company is not transacting business in this state and that it surrenders its authority to transact business in this state.
183.1011(2)(c)
(c) A statement that the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under
s. 183.1010 (3) and
(4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.
183.1011(2)(d)
(d) An address to which a person may mail a copy of any process against the foreign limited liability company.
183.1011(2)(e)
(e) A commitment to notify the department in the future of any change in the mailing address of the foreign limited liability company principal office.
183.1011 History
History: 1993 a. 112;
1995 a. 27.
183.1011 Annotation
When the legislature provides a specific default term on a topic and the operating agreement does not explicitly refer to that topic, it is reasonable to conclude the parties did not intend to override that default term. If an operating agreement is ambiguous as to whether the members intended to override a particular statutory default term, the statutory default term governs. An operating agreement that does not refer to voting on any particular matter does not explicitly address voting to authorize an action on behalf of an LLC and does not override sub. (1). Lenticular Europe, LLC v. Cunnally,
2005 WI App 33,
279 Wis. 2d 385,
693 N.W.2d 302,
04-1054.
183.1020
183.1020
Grounds for revocation. 183.1020(1)
(1) Except as provided in
sub. (2), the department 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:
183.1020(1)(a)
(a) The foreign limited liability company fails to file its annual report with the department within 4 months after it is due.
183.1020(1)(b)
(b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
183.1020(1)(c)
(c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.
