AB854: Bill Text

AB854,373,4 183.0205 Liability for inaccurate information in filed record. (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:

AB854,373,6 (a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.

AB854,373,9 (b) Subject to sub. (2), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if all of the following apply:

AB854,373,10 1. The record was delivered for filing on behalf of the company.

AB854,373,13 2. The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have done any of the following:

AB854,373,14 a. Effected an amendment under s. 183.0202.

AB854,373,15 b. Filed a petition under s. 183.0204.

AB854,373,17 c. Delivered to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.

AB854,373,24 (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the department for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in sub. (1) (b) applies to those other members and not to the member that the operating agreement relieves of the responsibility.

AB854,374,3 (3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

AB854,374,6 183.0206 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

AB854,374,7 (a) The filing of the record must be required or permitted by this chapter.

AB854,374,9 (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

AB854,374,12 (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

AB854,374,14 (d) The record must be signed by a person authorized or required under this chapter to sign the record.

AB854,374,18 (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.

AB854,374,19 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

AB854,374,22 (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

AB854,375,2 (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.

AB854,375,5 (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

AB854,375,7 (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

AB854,375,10 183.0207 Effective date and time. Except as otherwise provided in s. 183.0208 and subject to s. 183.0209 (4), a record filed under this chapter is effective as follows:

AB854,375,12 (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date:

AB854,375,13 (a) The time of day specified in the document as its effective time.

AB854,375,14 (b) If no effective time is specified, at the close of business.

AB854,375,16 (2) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 183.0210 (2).

AB854,375,22 (3) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

AB854,376,2 183.0208 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 183.1023 (2), 183.1033 (2), 183.1043 (2), and 183.1053 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

AB854,376,3 (2) A statement of withdrawal must satisfy all of the following:

AB854,376,5 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

AB854,376,6 (b) It must identify the record to be withdrawn.

AB854,376,9 (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

AB854,376,11 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

AB854,376,14 183.0209 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

AB854,376,15 (a) The record at the time of filing was inaccurate.

AB854,376,16 (b) The record was defectively signed.

AB854,376,17 (c) The electronic transmission of the record to the department was defective.

AB854,376,19 (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

AB854,376,20 (3) (a) A statement of correction may not state a delayed effective date.

AB854,376,21 (b) A statement of correction must satisfy all of the following:

AB854,376,22 1. It must be signed by the person correcting the filed record.

AB854,376,23 2. It must identify the filed record to be corrected.

AB854,376,24 3. It must specify the inaccuracy or defect to be corrected.

AB854,376,25 4. It must correct the inaccuracy or defect.

AB854,377,4 (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 183.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

AB854,377,8 183.0210 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

AB854,377,13 (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.

AB854,377,15 (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

AB854,377,17 (a) Return the record or notify the person that submitted the record of the refusal.

AB854,377,18 (b) Provide a brief explanation in a record of the reason for the refusal.

AB854,377,22 (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

AB854,377,24 (5) The filing of or refusal to file a record does not create a presumption of any of the following:

AB854,377,25 (a) That the record does or does not conform to the requirements of this chapter.

AB854,378,1 (b) That the information contained in the record is correct or incorrect.

AB854,378,4 (6) Except as otherwise provided by s. 183.0119 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

AB854,378,5 (a) In person to the person that submitted it.

AB854,378,6 (b) To the address of the person's registered agent.

AB854,378,7 (c) To the principal office of the person.

AB854,378,8 (d) To another address the person provides to the department for delivery.

AB854,378,11 183.0211 Certificate of status. (1) Any person may obtain from the department, upon request, a certificate of status for a limited liability company or registered foreign limited liability company.

AB854,378,12 (2) A certificate of status shall include all of the following information:

AB854,378,14 (a) The domestic company's company name or the foreign company's company name and fictitious name, if any, used in this state.

AB854,378,15 (b) Whether each of the following is true:

AB854,378,18 1. The domestic company is a limited liability company whose governing law is the law of this state, or the foreign company is authorized to transact business in this state.

AB854,378,21 2. The domestic company or the foreign company has, during its most recently completed report year, filed with the department an annual report required by s. 183.0212.

AB854,378,23 3. The domestic company has not filed a statement of dissolution or statement of termination.

AB854,379,3 4. The foreign company has not filed a statement of withdrawal of its foreign registration under s. 183.0911 and, if not, the effective date of its registration statement.

AB854,379,5 (c) The domestic company's effective date of its articles of organization and the period of its duration if less than perpetual.

AB854,379,7 (3) The certificate of status may include other facts of record in the department that are requested.

AB854,379,11 (4) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited liability company or the foreign limited liability company is in existence or is authorized to transact business in this state.

AB854,379,14 (5) Upon request, by telephone or otherwise, the department shall confirm by telephone any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

AB854,379,17 183.0212 Annual report for department. (1) A limited liability company or registered foreign limited liability company shall deliver to the department for filing an annual report that states all of the following:

AB854,379,18 (a) The name of the company or foreign company.

AB854,379,20 (b) The street address of its registered agent in this state and the name and e-mail address of its registered agent at that office.

AB854,379,21 (c) The street address of its principal office.

AB854,379,22 (d) If the company is member managed, the name of at least one member.

AB854,379,23 (e) If the company is manager managed, the name of at least one manager.

AB854,379,25 (f) In the case of a foreign company, the jurisdiction of its governing law and any fictitious name adopted under s. 183.0906 (1).

AB854,380,3 (2) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.

AB854,380,8 (3) (a) A domestic limited liability company shall deliver its annual report to the department in each year following the calendar year in which the domestic limited liability company's articles of organization became effective, during the calendar year quarter in which the anniversary date of the articles' effective date occurs.

AB854,380,12 (b) A registered foreign limited liability company shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company registered to do business in this state.

AB854,380,18 (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 183.0103 (5), the annual report is timely filed.

AB854,380,22 (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 183.0116.

AB854,380,23 subchapter III

AB854,381,3 RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

AB854,381,5 183.0301 No agency power of member as member. (1) A member is not an agent of a limited liability company solely by reason of being a member.

AB854,381,8 (2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.

AB854,381,10 183.0302 Statement of authority. (1) (a) A limited liability company may deliver to the department for filing a statement of authority.

AB854,381,13 (b) The statement of authority must include the name of the company, the street address of the company's registered office in this state, and the name and e-mail address of its registered agent at that office.