Amendment ASA-AB150

AB150-ASA, s. 4636 Section 4636. 180.1510 (4) (b) 2. of the statutes is created to read:

AB150-ASA,1525,9 180.1510 (4) (b) 2. If a process, notice or demand is served by the secretary of state on a foreign corporation under s. 180.1531 and the address of the foreign corporation's principal office cannot be determined from the records of the secretary of state, the foreign corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150-ASA, s. 4705m Section 4705m. 181.64 of the statutes is amended to read:

AB150-ASA,1525,19 181.64 Deposits with state treasury. Upon the voluntary, involuntary or administrative dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, may be reduced to cash and deposited with the state treasury of this state secretary of administration and shall be paid over without interest to such creditor or member or to the creditor's or member's legal representative, upon proof satisfactory to the state treasurer secretary of administration of the creditor's or member's right thereto.

AB150-ASA, s. 4748 Section 4748. 183.0105 (2) (c) of the statutes is created to read:

AB150-ASA,1525,24 183.0105 (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.

AB150-ASA, s. 4766 Section 4766. 183.0109 (1) (a) 4. of the statutes is created to read:

AB150-ASA,1526,2 183.0109 (1) (a) 4. A foreign limited liability company's annual report under s. 183.0120.

AB150-ASA, s. 4767 Section 4767 . 183.0109 (1) (b) of the statutes is amended to read:

AB150-ASA,1526,6 183.0109 (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.

AB150-ASA, s. 4778 Section 4778 . 183.0111 (1) (a) (intro.) of the statutes is amended to read:

AB150-ASA,1526,11 183.0111 (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:

AB150-ASA, s. 4784 Section 4784. 183.0113 (2) (b) 1m. of the statutes is created to read:

AB150-ASA,1526,15 183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the secretary of state an annual report required by s. 183.0120.

AB150-ASA, s. 4786 Section 4786. 183.0113 (2) (b) 4. of the statutes is created to read:

AB150-ASA,1526,18 183.0113 (2) (b) 4. The foreign limited liability company is not the subject of a proceeding to revoke its certificate of registration under s. 183.1021.

AB150-ASA, s. 4791m Section 4791m. 183.0114 (1) (a) of the statutes is amended to read:

AB150-ASA,1526,20 183.0114 (1) (a) Articles of organization, $90 $130.

AB150-ASA, s. 4793 Section 4793. 183.0114 (1) (w) of the statutes is created to read:

AB150-ASA,1526,22 183.0114 (1) (w) Annual report of a foreign limited liability company, $50.

AB150-ASA, s. 4796 Section 4796. 183.0114 (2) (c) of the statutes is created to read:

AB150-ASA,1526,25 183.0114 (2) (c) Filing a certificate of revocation of registration to transact business.

AB150-ASA, s. 4797 Section 4797. 183.0120 of the statutes is created to read:

AB150-ASA,1527,5 183.0120 Annual report for foreign limited liability companies. (1) Each foreign limited liability company registered to transact business in this state shall file with the secretary of state an annual report that includes all of the following information:

AB150-ASA,1527,7 (a) The name of the foreign limited liability company and the state or country under whose law it is organized.

AB150-ASA,1527,9 (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.

AB150-ASA,1527,10 (c) The address of the foreign limited liability company's principal office.

AB150-ASA,1527,12 (d) If management of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.

AB150-ASA,1527,14 (e) The name and business address of each member of the foreign limited liability company.

AB150-ASA,1527,16 (f) A brief description of the nature of the foreign limited liability company's business.

AB150-ASA,1527,21 (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.

AB150-ASA,1527,25 (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.

AB150-ASA,1528,3 (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.

AB150-ASA,1528,5 (5) An annual report is effective on the date that it is filed by the office of the secretary of state.

AB150-ASA, s. 4821 Section 4821. 183.1010 (4) (b) of the statutes is renumbered 183.1010 (4) (b) 1. and amended to read:

AB150-ASA,1528,13 183.1010 (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.

AB150-ASA, s. 4823 Section 4823. 183.1010 (4) (b) 2. of the statutes is created to read:

AB150-ASA,1528,19 183.1010 (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.

AB150-ASA, s. 4828 Section 4828. 183.1020 of the statutes is created to read:

AB150-ASA,1528,24 183.1020 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:

AB150-ASA,1529,2 (a) The foreign limited liability company fails to file its annual report with the secretary of state within 4 months after it is due.

AB150-ASA,1529,4 (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.

AB150-ASA,1529,6 (c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.

AB150-ASA,1529,10 (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.

AB150-ASA,1529,12 (e) The foreign limited liability company obtained its certificate of registration through fraud.

AB150-ASA,1529,17 (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.

AB150-ASA,1529,22 (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).

AB150-ASA,1530,2 (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).

AB150-ASA, s. 4830 Section 4830. 183.1021 of the statutes is created to read:

AB150-ASA,1530,7 183.1021 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.

AB150-ASA,1530,11 (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.

AB150-ASA,1530,16 (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.

AB150-ASA,1530,19 (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.

AB150-ASA,1531,2 (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.

AB150-ASA,1531,4 (5) Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.

AB150-ASA, s. 4832 Section 4832. 183.1022 of the statutes is created to read:

AB150-ASA,1531,13 183.1022 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.

AB150-ASA,1531,15 (2) The court may order the secretary of state to reinstate the certificate of registration or may take any other action that the court considers appropriate.

AB150-ASA,1531,16 (3) The court's final decision may be appealed as in other civil proceedings.

AB150-ASA, s. 4873 Section 4873. 185.981 (5) of the statutes is amended to read:

AB150-ASA,1531,22 185.981 (5) Every such cooperative association is hereby declared to be a charitable and benevolent corporation, and its property, real, personal and mixed, its income and property transferred to it, shall be exempt from taxation as provided in ss. 70.11, 71.26 (1) (c) and 71.45 (1) and its employes shall be are excluded from the provisions of ch. 108 as provided in s. 108.02.

AB150-ASA, s. 4874 Section 4874. 186.01 (1) of the statutes is repealed.

AB150-ASA, s. 4875 Section 4875. 186.012 (title) of the statutes is amended to read:

AB150-ASA,1531,25 186.012 (title) Commissioner Office of credit unions.

AB150-ASA, s. 4876 Section 4876. 186.012 (1) of the statutes is repealed.

AB150-ASA, s. 4877 Section 4877. 186.012 (2) of the statutes is amended to read:

AB150-ASA,1532,4 186.012 (2) The commissioner office of credit unions shall enforce the laws of this chapter and other laws relating to credit unions.

AB150-ASA, s. 4878 Section 4878. 186.012 (3) of the statutes is amended to read:

AB150-ASA,1532,12 186.012 (3) Except as otherwise provided in s. 186.015, any interested person or credit union aggrieved by an act, order or determination of the commissioner office of credit unions may, within 30 days from the date thereof, apply to the credit union review board to review the same. All such applications for review shall be considered and disposed of as speedily as possible. The credit union review board may require the commissioner office of credit unions to submit any of the commissioner's official actions subject to such review to the board for its approval.

AB150-ASA, s. 4879 Section 4879. 186.012 (4) of the statutes is amended to read:

AB150-ASA,1532,25 186.012 (4) Unless the commissioner office of credit unions is expressly restricted by statute from acting under this subsection with respect to a specific power, right or privilege, the commissioner office of credit unions by rule may, with the approval of the credit union review board, authorize credit unions to exercise any power under the notice, disclosure or procedural requirements governing federally chartered credit unions or to make any loan or investment or exercise any right, power or privilege of federally chartered credit unions permitted under a federal law, regulation or interpretation. Notice, disclosure and procedures prescribed by statute which may be modified by a rule adopted under this subsection include, but are not limited to, those provided under s. 138.056. A rule adopted under this subsection may not affect s. 138.041 or chs. 421 to 428 or restrict powers granted credit unions under this chapter.

AB150-ASA, s. 4880 Section 4880. 186.015 (1) of the statutes is amended to read:

AB150-ASA,1533,7 186.015 (1) The commissioner office of credit unions shall confer with the credit union review board on matters affecting credit unions and the commissioner's office. Detailed minutes of each board meeting shall be kept, and the decision of the board with reference to all orders issued, or policies established by the commissioner office of credit unions pursuant to this chapter is final, except for judicial review as provided in ch. 227.

AB150-ASA, s. 4881 Section 4881. 186.015 (2) of the statutes is amended to read:

AB150-ASA,1533,15 186.015 (2) The board shall advise the commissioner office of credit unions and others in improving the condition and service of credit unions. In addition, the board shall review the acts and decisions of the commissioner office of credit unions in relation to credit unions and shall serve as an appeal board for credit unions with the same procedure and powers as the banking review board has under ch. 220 and perform other review functions in relation to credit unions as provided by law. The board may issue subpoenas, take testimony and administer oaths to witnesses.

AB150-ASA, s. 4882 Section 4882. 186.015 (3) (a) of the statutes is amended to read:

AB150-ASA,1533,19 186.015 (3) (a) The board may require the commissioner office of credit unions to submit any of the commissioner's official actions to the board for its approval. The board may make rules of procedure as provided in ch. 227.

AB150-ASA, s. 4883 Section 4883. 186.015 (3) (b) of the statutes is amended to read:

AB150-ASA,1534,12 186.015 (3) (b) Any interested person aggrieved by any act, order or determination of the commissioner office of credit unions may apply for review thereof by filing a petition with the secretary of the board within 30 days after the act, order or determination to be reviewed. The petition shall state the nature of the petitioner's interest, facts showing that the petitioner is aggrieved and directly affected by the act, order or determination to be reviewed and the ground or grounds upon which the petitioner claims that the act, order or determination should be modified or reversed. The issues raised by the petition for review shall be considered by the board upon giving at least 10 days' written notice of the time and place when said matter will be heard to the commissioner office of credit unions and the person applying for review or the applying person's attorney and upon any other person who participated in the proceedings before the commissioner office or that other person's attorney. Notice of hearing may be given by registered mail, return receipt requested, and the return receipt signed by the addressee or the addressee's agent shall be presumptive evidence that such notice was received by the addressee on the day stated on the receipt. Any other interested party shall have the right to appear in any proceeding before the board.

AB150-ASA, s. 4884 Section 4884. 186.015 (3) (c) of the statutes is amended to read:

AB150-ASA,1535,4 186.015 (3) (c) The board shall base its determination upon the record made by the commissioner office of credit unions and may also receive additional evidence to supplement such record if it finds it necessary. The board shall affirm, modify or reverse the act, order or determination under review. The burden of overcoming the act, order or determination of the commissioner office of credit unions under review shall be on the person seeking the review. Any findings of fact made by the commissioner office of credit unions shall be sustained if supported by substantial evidence in the record made by the commissioner office or in such record supplemented by evidence taken by the board. The board shall have the powers granted by s. 885.01 (4). Any person causing a witness to be subpoenaed shall advance and pay the fees and mileage of such witness which shall be the same as in circuit court. The fees and mileage of witnesses who are called at the instance of the commissioner office of credit unions shall be paid by the state in the same manner that other expenses are audited and paid upon presentation of properly verified vouchers approved by at least one member of the board and charged to the appropriation of the office of the commissioner.

AB150-ASA, s. 4885 Section 4885. 186.02 (1) of the statutes is amended to read:

AB150-ASA,1535,11 186.02 (1) Seven or more residents of this state may organize a credit union by filing with the commissioner office of credit unions the proposed articles of incorporation in duplicate and a verified copy of the proposed original bylaws, together with a $5 filing fee. The articles of incorporation shall state the name and purpose of the credit union, the location of its initial principal office, the par value of its shares, and the names, residences and occupations of the incorporators.

AB150-ASA, s. 4886 Section 4886. 186.02 (3) (a) of the statutes is amended to read:

AB150-ASA,1535,24 186.02 (3) (a) Subject to par. (b), a credit union may not be organized unless the articles and bylaws are approved by the commissioner office of credit unions. If the commissioner office of credit unions approves the articles and bylaws, the commissioner office shall return one duplicate original of the articles of incorporation to the incorporators endorsed with his or her approval, and the incorporators shall within 30 days record the articles of incorporation in the office of the register of deeds of the county in which the credit union is to be located. The legal existence of the credit union commences on the date and time the articles are recorded. The register of deeds shall transmit to the commissioner office of credit unions a certificate stating the date and time when the articles were recorded, and the commissioner office of credit unions shall issue a certificate of incorporation to the credit union.

AB150-ASA, s. 4887 Section 4887. 186.02 (3) (b) of the statutes is amended to read:

AB150-ASA,1536,4 186.02 (3) (b) If the commissioner office of credit unions refuses to approve the articles or bylaws, the incorporators may appeal the refusal to the credit union review board and the decision of the board is final, subject to judicial review under ch. 227.

AB150-ASA, s. 4888 Section 4888. 186.02 (4) (a) of the statutes is amended to read:

AB150-ASA,1536,11 186.02 (4) (a) Amendments to the articles of incorporation adopted by a vote of two-thirds of the members of the credit union present at an annual meeting or a special meeting called for that purpose may be filed with the commissioner office of credit unions upon payment of a $5 fee. If approved by the commissioner office of credit unions, amendments to the articles are effective on recording in the office of the register of deeds in the same manner as the original articles.