1995 Wisconsin Act 27

(a) The name of the foreign limited liability company and the state or country under whose law it is organized.

(b) The address of the foreign limited liability company's registered office and the name of its registered agent at that office in this state.

(c) The address of the foreign limited liability company's principal office.

(d) If management of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.

(e) The name and business address of each member of the foreign limited liability company.

(f) A brief description of the nature of the foreign limited liability company's business.

(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state.

(3) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.

(4) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting foreign limited liability company in writing and return the report to it for correction.

(5) An annual report is effective on the date that it is filed by the office of the secretary of state.

27,4798b Section 4798b. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

183.0120 (1) (intro.) Each domestic limited liability company and each foreign limited liability company registered to transact business in this state shall file with the secretary of state department an annual report that includes all of the following information:

(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic limited liability company or a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the domestic limited liability company's or foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state department.

(3) (a) A domestic limited liability company shall deliver its annual report to the secretary of state department in each year following the calendar year in which the domestic limited liability company was organized, during the calendar year quarter in which the anniversary date of the organization occurs.

(b) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the secretary of state department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.

(4) If an annual report does not contain the information required by this section, the secretary of state department shall promptly notify the reporting domestic limited liability company or foreign limited liability company in writing and return the report to it for correction.

(5) An annual report is effective on the date that it is filed by the office of the secretary of state department.

27,4799b Section 4799b. 183.0201 of the statutes is amended to read:

183.0201 Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the secretary of state department for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter. A limited liability company shall have 2 or more members.

27,4800b Section 4800b. 183.0203 (2) (intro.) of the statutes is amended to read:

183.0203 (2) (intro.) A limited liability company amending its articles of organization shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

27,4801b Section 4801b. 183.0204 (2) of the statutes is amended to read:

183.0204 (2) The secretary of state's department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

27,4803b Section 4803b. 183.0906 (intro.) of the statutes is amended to read:

183.0906 Articles of dissolution. (intro.) After the dissolution of a limited liability company under s. 183.0901, the limited liability company may file articles of dissolution with the secretary of state department that include all of the following:

27,4812b Section 4812b. 183.1002 (1) of the statutes is amended to read:

183.1002 (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the secretary of state department.

27,4813b Section 4813b. 183.1003 (5) (b) of the statutes is amended to read:

183.1003 (5) (b) The foreign limited liability company shall pay the amount owed under par. (a) to the secretary of state department. The secretary of state 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 secretary of state department any amount owed under par. (a).

27,4814b Section 4814b. 183.1004 (intro.) of the statutes is amended to read:

183.1004 Application for certificate of registration. (intro.) A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the secretary of state department for filing. The application shall include all of the following:

27,4815b Section 4815b. 183.1006 (1) (intro.) of the statutes is amended to read:

183.1006 (1) (intro.) A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of registration from the secretary of state department if the foreign limited liability company changes any of the following:

27,4816b Section 4816b. 183.1008 (1) (intro.) of the statutes is amended to read:

183.1008 (1) (intro.) 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 secretary of state department for filing a statement of change that, except as provided in sub. (2), includes all of the following:

27,4817b Section 4817b. 183.1008 (2) of the statutes is amended to read:

183.1008 (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 secretary of state department for filing a statement that complies with sub. (1) and recites that the foreign limited liability company has been notified of the change.

27,4818b Section 4818b. 183.1009 (1) (intro.) of the statutes is amended to read:

183.1009 (1) (intro.) The registered agent of a foreign limited liability company may resign by signing and delivering to the secretary of state department for filing a statement of resignation that includes all of the following information:

27,4819b Section 4819b. 183.1009 (2) of the statutes is amended to read:

183.1009 (2) After filing the statement, the secretary of state department shall mail a copy to the foreign limited liability company at its principal office.

27,4820b Section 4820b. 183.1010 (4) (a) (intro.) of the statutes is amended to read:

183.1010 (4) (a) (intro.) 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 secretary of state department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

27,4821 Section 4821 . 183.1010 (4) (b) of the statutes is renumbered 183.1010 (4) (b) 1. and amended to read:

183.1010 (4) (b) 1. If Except as provided in subd. 2., if the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state, 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 secretary of state, is located.

27,4822b Section 4822b. 183.1010 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

183.1010 (4) (b) 1. Except as provided in subd. 2., if the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state 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 secretary of state department, is located.

27,4823 Section 4823 . 183.1010 (4) (b) 2. of the statutes is created to read:

183.1010 (4) (b) 2. If a process, notice or demand is served by the secretary of state on a foreign limited liability company under s. 183.1021 and the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state, the foreign limited liability company may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

27,4824b Section 4824b. 183.1010 (4) (b) 2. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

183.1010 (4) (b) 2. If a process, notice or demand is served by the secretary of state department on a foreign limited liability company under s. 183.1021 and the address of the foreign limited liability company's principal office cannot be determined from the records of the secretary of state department, the foreign limited liability company may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

27,4825b Section 4825b. 183.1011 (1) of the statutes is amended to read:

183.1011 (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 secretary of state department.

27,4826b Section 4826b. 183.1011 (2) (intro.) of the statutes is amended to read:

183.1011 (2) (intro.) 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 secretary of state department for filing. The application shall include all of the following:

27,4827b Section 4827b. 183.1011 (2) (e) of the statutes is amended to read:

183.1011 (2) (e) A commitment to notify the secretary of state department in the future of any change in the mailing address of the foreign limited liability company principal office.

27,4828 Section 4828 . 183.1020 of the statutes is created to read:

183.1020 Grounds for revocation. (1) Except as provided in sub. (2), the secretary of state 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:

(a) The foreign limited liability company fails to file its annual report with the secretary of state within 4 months after it is due.

(b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the secretary of state under this chapter.

(c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.

(d) The foreign limited liability company does not inform the secretary of state under s. 183.1008 or 183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

(e) The foreign limited liability company obtained its certificate of registration through fraud.

(f) The secretary of state receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(2) If the secretary of state receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

(3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the secretary of state of the action, and the secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

27,4829b Section 4829b. 183.1020 (1) (intro.), (a), (b), (d) and (f), (2) and (3) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

183.1020 (1) (intro.) Except as provided in sub. (2), the secretary of state 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:

(a) The foreign limited liability company fails to file its annual report with the secretary of state department within 4 months after it is due.

(b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the secretary of state department under this chapter.

(d) The foreign limited liability company does not inform the secretary of state department under s. 183.1008 or 183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

(f) The secretary of state department receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(2) If the secretary of state department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the secretary of state department shall issue a certificate of revocation under s. 183.1021 (2) (b).

(3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the secretary of state department of the action, and the secretary of state department shall issue a certificate of revocation under s. 183.1021 (2) (b).

27,4830 Section 4830 . 183.1021 of the statutes is created to read:

183.1021 Procedure for and effect of revocation. (1) If the secretary of state determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the secretary of state shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.

(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist.

(b) If the foreign limited liability company fails to satisfy par. (a), the secretary of state may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.

(3) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.1002 (2), ends on the date shown on the certificate revoking its certificate of registration.

(4) If the secretary of state or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.

(5) Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.

27,4831b Section 4831b. 183.1021 (1), (2) and (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

183.1021 (1) If the secretary of state department determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the secretary of state department shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.

(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state department that each ground determined by the secretary of state department does not exist.

(b) If the foreign limited liability company fails to satisfy par. (a), the secretary of state department may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.

(4) If the secretary of state department or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.

27,4832 Section 4832 . 183.1022 of the statutes is created to read:

183.1022 Appeal from revocation. (1) A foreign limited liability company may appeal the secretary of state's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the secretary of state's certificate of revocation.