1995 Wisconsin Act 27

182.45 Reports. On or before the first day of February of each year, the corporation shall make an annual report of its activities for the preceding calendar year to the secretary of state department of financial institutions. Each such report shall set forth a complete operating and financial statement covering its operations during the year. The corporation shall cause an audit of its books to be made at least once each year by certified public accountants and the cost thereof may be treated as a part of the cost of the construction or of operations of the project.

27,4737b Section 4737b. 183.0102 (3m) of the statutes is created to read:

183.0102 (3m) “Department" means the department of financial institutions.

27,4738b Section 4738b. 183.0102 (17) of the statutes is amended to read:

183.0102 (17) “Organizer" means the person who signs and delivers the articles of organization for filing to the secretary of state department.

27,4739b Section 4739b. 183.0103 (2) (intro.) of the statutes is amended to read:

183.0103 (2) (intro.) Except as provided in sub. (4), the name of a domestic limited liability company shall be distinguishable upon the records of the secretary of state department from all of the following names:

27,4740b Section 4740b. 183.0103 (4) (intro.) of the statutes is amended to read:

183.0103 (4) (intro.) A limited liability company may apply to the secretary of state department for authorization to use a name that is not distinguishable upon the records of the secretary of state department from one or more of the names described in sub. (2) (a) to (c). The secretary of state department shall authorize use of the name applied for if any of the following occurs:

27,4741b Section 4741b. 183.0103 (4) (a) of the statutes is amended to read:

183.0103 (4) (a) The other limited liability company, corporation, nonstock corporation, limited partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state department to change its name to a name that is distinguishable upon the records of the secretary of state department from the name of the applicant.

27,4742b Section 4742b. 183.0103 (4) (b) of the statutes is amended to read:

183.0103 (4) (b) The applicant delivers to the secretary of state department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

27,4743b Section 4743b. 183.0104 (1) of the statutes is amended to read:

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 secretary of state 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 secretary of state department finds that the name applied for under this subsection is available, the secretary of state 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 secretary of state department shall cancel the reservation or renewal if the secretary of state 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.

27,4744b Section 4744b. 183.0104 (2) of the statutes is amended to read:

183.0104 (2) A person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the secretary of state department a written and signed notice of the transfer that states the name and address of the transferee.

27,4745b Section 4745b. 183.0104 (3) (a) of the statutes is amended to read:

183.0104 (3) (a) A foreign limited liability company may register its name if the name is distinguishable upon the records of the secretary of state department from the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability company delivers to the secretary of state department for filing an application complying with par. (b).

27,4746b Section 4746b. 183.0104 (3) (c) of the statutes is amended to read:

183.0104 (3) (c) The registration expires annually on December 31. A foreign limited liability company may renew its registration by delivering to the secretary of state department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.

27,4747b Section 4747b. 183.0105 (2) (a) of the statutes is amended to read:

183.0105 (2) (a) Delivering to the secretary of state department for filing a statement of change.

27,4748 Section 4748 . 183.0105 (2) (c) of the statutes is created to read:

183.0105 (2) (c) In the case of a foreign limited liability company, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. A change under this paragraph is effective on the date the annual report is filed by the office of the secretary of state.

27,4749b Section 4749b. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

183.0105 (2) (c) In the case of a foreign limited liability company, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. A change under this paragraph is effective on the date the annual report is filed by the office of the secretary of state department.

27,4750b Section 4750b. 183.0105 (4) of the statutes is amended to read:

183.0105 (4) 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 limited liability company for which that person is the registered agent by notifying the limited liability company in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state department for filing a statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.

27,4751b Section 4751b. 183.0105 (5) (intro.) of the statutes is amended to read:

183.0105 (5) (intro.) The registered agent of a limited liability company may resign as registered agent by delivering to the secretary of state department for filing a written statement that includes all of the following information:

27,4752b Section 4752b. 183.0105 (6) of the statutes is amended to read:

183.0105 (6) After filing the statement required under sub. (5), the secretary of state department shall mail a copy of the statement to the limited liability company at its principal office.

27,4754b Section 4754b. 183.0105 (8) (c) of the statutes is amended to read:

183.0105 (8) (c) If the address of the limited liability company's principal office cannot be determined from the records of the secretary of state department, the limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the secretary of state department, is located.

27,4757b Section 4757b. 183.0107 (1) (intro.) of the statutes is amended to read:

183.0107 (1) (intro.) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the secretary of state department shall be executed by any of the following:

27,4758b Section 4758b. 183.0107 (3) of the statutes is amended to read:

183.0107 (3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the secretary of state department.

27,4759b Section 4759b. 183.0108 (1) (intro.) of the statutes is amended to read:

183.0108 (1) (intro.) Except as provided in sub. (3), to be filed under s. 183.0110, a document required or permitted to be filed under this chapter in the office of the secretary of state with the department shall satisfy all of the following requirements:

27,4760b Section 4760b. 183.0108 (1) (c) of the statutes is amended to read:

183.0108 (1) (c) Contain the name of the drafter, if required by s. 14.38 (14) 182.01 (3).

27,4761b Section 4761b. 183.0108 (1) (e) of the statutes is amended to read:

183.0108 (1) (e) Be on the form prescribed by the secretary of state department if the document is described in s. 183.0109 (1).

27,4762b Section 4762b. 183.0108 (1) (f) of the statutes is amended to read:

183.0108 (1) (f) Be delivered to the office of the secretary of state department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 183.0114.

27,4763b Section 4763b. 183.0108 (2) of the statutes is amended to read:

183.0108 (2) The secretary of state department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

27,4764b Section 4764b. 183.0108 (3) of the statutes is amended to read:

183.0108 (3) The secretary of state department may waive any of the requirements of subs. (1) 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.

27,4765b Section 4765b. 183.0109 (1) (a) (intro.) of the statutes is amended to read:

183.0109 (1) (a) (intro.) The secretary of state department shall prescribe, and furnish on request, forms for all of the following documents:

27,4766 Section 4766 . 183.0109 (1) (a) 4. of the statutes is created to read:

183.0109 (1) (a) 4. A foreign limited liability company's annual report under s. 183.0120.

27,4767 Section 4767 . 183.0109 (1) (b) of the statutes is amended to read:

183.0109 (1) (b) The forms prescribed by the secretary of state under par. (a) 1. to 3. 4. shall require disclosure of only the information required under ss. 183.1004, 183.1006 and, 183.1011 and 183.0120, respectively.

27,4768b Section 4768b. 183.0109 (1) (b) of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

183.0109 (1) (b) The forms prescribed by the secretary of state department under par. (a) 1. to 3. shall require disclosure of only the information required under ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.

27,4769b Section 4769b. 183.0109 (2) of the statutes is amended to read:

183.0109 (2) The secretary of state department may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

27,4770b Section 4770b. 183.0110 (title) of the statutes is amended to read:

183.0110 (title) Filing duty of secretary of state department of financial institutions.

27,4771b Section 4771b. 183.0110 (1) of the statutes is amended to read:

183.0110 (1) Upon receipt of a document by the office of the secretary of state department for filing under this chapter, the secretary of state 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 secretary of state department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

27,4772b Section 4772b. 183.0110 (2) (a) of the statutes is amended to read:

183.0110 (2) (a) Except as provided in par. (b), if a document satisfies s. 183.0108 and the terms of the document satisfy the applicable provisions of this chapter, the secretary of state department shall file the document by stamping or otherwise endorsing “filed", together with the secretary of state's department's name and official title, on both the original and the document copy. After filing a document, the secretary of state department shall deliver the document copy to the domestic limited liability company or foreign limited liability company, or its representative.

27,4773b Section 4773b. 183.0110 (2) (b) of the statutes is amended to read:

183.0110 (2) (b) If a domestic limited liability company or foreign limited liability company is in default in the payment of any fee required under this chapter, the secretary of state department shall refuse to file any document relating to the domestic limited liability company or foreign limited liability company until all delinquent fees are paid by the domestic limited liability company or foreign limited liability company.

27,4774b Section 4774b. 183.0110 (3) (a) of the statutes is amended to read:

183.0110 (3) (a) If the secretary of state department refuses to file a document, the secretary of state department shall return it to the domestic limited liability company or foreign limited liability company, or its representative, within 5 business days after the date on which the document is received by the office of the secretary of state department for filing, together with a brief, written explanation of the reason for the refusal.

27,4775b Section 4775b. 183.0110 (3) (b) of the statutes is amended to read:

183.0110 (3) (b) The secretary of state's department's failure to either file or return a document within 5 business days after the date on which it is received constitutes a refusal to file the document.

27,4776b Section 4776b. 183.0110 (3) (c) of the statutes is amended to read:

183.0110 (3) (c) Except as provided in s. 183.0112 (3), if a document that had been refused for filing by the secretary of state department is resubmitted to and filed by the secretary of state department, the effective date of the filed document under s. 183.0111 is the date that the resubmitted document is received by the office of the secretary of state department for filing or a delayed effective date specified in the resubmitted document in accordance with s. 183.0111 (2). The effective time of the resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever is applicable.

27,4777b Section 4777b. 183.0110 (4) (intro.) of the statutes is amended to read:

183.0110 (4) (intro.) Except as provided in s. 183.0204 (2), the secretary of state's department's filing of a document or refusal to file a document does not do any of the following:

27,4778 Section 4778 . 183.0111 (1) (a) (intro.) of the statutes is amended to read:

183.0111 (1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7), 183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the secretary of state under this chapter is effective on the date that it is received by the office of the secretary of state for filing and at any of the following times on that date:

27,4779b Section 4779b. 183.0111 (1) (a) (intro.) of the statutes, as affected by this 1995 Wisconsin Act .... (this act), is amended to read:

183.0111 (1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7), 183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the secretary of state department under this chapter is effective on the date that it is received by the office of the secretary of state department for filing and at any of the following times on that date:

27,4780b Section 4780b. 183.0111 (1) (b) of the statutes is amended to read:

183.0111 (1) (b) The date that a document is received by the office of the secretary of state department is determined by the secretary of state's department's endorsement on the original document under s. 183.0110 (1).

27,4781b Section 4781b. 183.0112 (1) of the statutes is amended to read:

183.0112 (1) A domestic limited liability company or foreign limited liability company may correct a document that is filed by the secretary of state department if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.

27,4782b Section 4782b. 183.0112 (2) (intro.) of the statutes is amended to read:

183.0112 (2) (intro.) To correct a document under sub. (1), a domestic limited liability company or foreign limited liability company shall prepare and deliver to the secretary of state department for filing articles of correction that satisfy all of the following:

27,4783b Section 4783b. 183.0113 (1) of the statutes is amended to read:

183.0113 (1) Any person may obtain from the secretary of state department, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.