AB150-ASA1-AA26,263,2422
183.0110
(4) (intro.) Except as provided in s. 183.0204 (2), the
secretary of
23state's department's filing of a document or refusal to file a document does not do any
24of the following:".
AB150-ASA1-AA26,264,3
2"
Section 4779b. 183.0111 (1) (a) (intro.) of the statutes, as affected by this 1995
3Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,264,84
183.0111
(1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7),
5183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the
secretary of state 6department under this chapter is effective on the date that it is received by the
office
7of the secretary of state department for filing and at any of the following times on that
8date:
AB150-ASA1-AA26,264,1210
183.0111
(1) (b) The date that a document is received by the
office of the
11secretary of state department is determined by the
secretary of state's department's 12endorsement on the original document under s. 183.0110 (1).
AB150-ASA1-AA26,264,1814
183.0112
(1) A domestic limited liability company or foreign limited liability
15company may correct a document that is filed by the
secretary of state department 16if the document contains a statement that was incorrect at the time of filing or was
17defectively executed, including defects in any attestation, seal, verification or
18acknowledgment.
AB150-ASA1-AA26,264,2320
183.0112
(2) (intro.) To correct a document under sub. (1), a domestic limited
21liability company or foreign limited liability company shall prepare and deliver to the
22secretary of state department for filing articles of correction that satisfy all of the
23following:
AB150-ASA1-AA26,265,3
1183.0113
(1) Any person may obtain from the
secretary of state department,
2upon request, a certificate of status for a domestic limited liability company or
3foreign limited liability company.".
AB150-ASA1-AA26,265,6
5"
Section 4785b. 183.0113 (2) (b) 1m. of the statutes, as created by 1995
6Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,265,10
7183.0113
(2) (b) 1m. In the case of a foreign limited liability company, the
8foreign limited liability company has, during its most recently completed report year,
9filed with the
secretary of state department an annual report required by s.
10183.0120.".
AB150-ASA1-AA26,265,1413
183.0113
(3) The certificate of status may include other facts of record in the
14office of the secretary of state department that are requested.
AB150-ASA1-AA26,265,2016
183.0113
(4) Upon request, the
secretary of state department shall issue, by
17telegraph, teletype, facsimile or other form of wire or wireless communication, a
18statement of status, which shall contain the information required in a certificate of
19status under sub. (2) and may contain any other information permitted under sub.
20(3).
AB150-ASA1-AA26,266,222
183.0113
(5) Subject to any qualification stated in a certificate or statement of
23status issued by the
secretary of state department, the certificate or statement is
1conclusive evidence that the domestic limited liability company or foreign limited
2liability company is in existence or is authorized to transact business in this state.
AB150-ASA1-AA26,266,74
183.0113
(6) Upon request by telephone or otherwise, the
office of the secretary
5of state department shall confirm, by telephone, any of the information required in
6a certificate of status under sub. (2) and may confirm any other information
7permitted under sub. (3).
AB150-ASA1-AA26,266,119
183.0114
(1) (intro.) The
secretary of state department shall collect the
10following fees when the documents described in this subsection are delivered
to him
11or her for filing, or, under pars. (e) and (f), the telephone applications are made:".
AB150-ASA1-AA26,266,14
13"
Section 4798b. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created
14by 1995 Wisconsin Act .... (this act), are amended to read:
AB150-ASA1-AA26,266,1815
183.0120
(1) (intro.) Each domestic limited liability company and each foreign
16limited liability company registered to transact business in this state shall file with
17the
secretary of state department an annual report that includes all of the following
18information:
AB150-ASA1-AA26,266,24
19(2) Information in the annual report shall be current as of the date on which
20the annual report is executed on behalf of a domestic limited liability company or a
21foreign limited liability company, except that the information required by sub. (1) (e)
22shall be current as of the close of the domestic limited liability company's or foreign
23limited liability company's fiscal year immediately before the date by which the
24annual report is required to be delivered to the
secretary of state department.
AB150-ASA1-AA26,267,4
1(3) (a) A domestic limited liability company shall deliver its annual report to
2the
secretary of state department in each year following the calendar year in which
3the domestic limited liability company was organized, during the calendar year
4quarter in which the anniversary date of the organization occurs.
AB150-ASA1-AA26,267,85
(b) A foreign limited liability company registered to transact business in this
6state shall deliver its annual report to the
secretary of state department during the
7first calendar quarter of each year following the calendar year in which the foreign
8limited liability company becomes registered to transact business in this state.
AB150-ASA1-AA26,267,12
9(4) If an annual report does not contain the information required by this
10section, the
secretary of state department shall promptly notify the reporting
11domestic limited liability company or foreign limited liability company in writing
12and return the report to it for correction.
AB150-ASA1-AA26,267,14
13(5) An annual report is effective on the date that it is filed by the
office of the
14secretary of state department.
AB150-ASA1-AA26,267,20
16183.0201 Organization. One or more persons may organize a limited liability
17company by signing and delivering articles of organization to the
secretary of state 18department for filing. The organizer or organizers need not be members of the
19limited liability company at the time of organization or thereafter. A limited liability
20company shall have 2 or more members.
AB150-ASA1-AA26,267,2422
183.0203
(2) (intro.) A limited liability company amending its articles of
23organization shall deliver to the
secretary of state
department for filing articles of
24amendment that include all of the following information:
AB150-ASA1-AA26,268,3
1183.0204
(2) The
secretary of state's department's filing of the articles of
2organization is conclusive proof that the limited liability company is organized and
3formed under this chapter.
AB150-ASA1-AA26,268,7
5183.0906 Articles of dissolution. (intro.) After the dissolution of a limited
6liability company under s. 183.0901, the limited liability company may file articles
7of dissolution with the
secretary of state department that include all of the following:
AB150-ASA1-AA26,268,119
183.1002
(1) A foreign limited liability company may not transact business in
10this state until it obtains a certificate of registration from the
secretary of state 11department.
AB150-ASA1-AA26,268,1813
183.1003
(5) (b) The foreign limited liability company shall pay the amount
14owed under par. (a) to the
secretary of state department. The
secretary of state 15department may not issue a certificate of registration to the foreign limited liability
16company until the amount owed is paid. The attorney general may enforce a foreign
17limited liability company's obligation to pay to the
secretary of state department any
18amount owed under par. (a).
AB150-ASA1-AA26,268,23
20183.1004 Application for certificate of registration. (intro.) A foreign
21limited liability company may apply for a certificate of registration to transact
22business in this state by delivering an application to the
secretary of state 23department for filing. The application shall include all of the following:
AB150-ASA1-AA26,269,4
1183.1006
(1) (intro.) A foreign limited liability company authorized to transact
2business in this state shall obtain an amended certificate of registration from the
3secretary of state department if the foreign limited liability company changes any of
4the following:
AB150-ASA1-AA26,269,96
183.1008
(1) (intro.) A foreign limited liability company authorized to transact
7business in this state may change its registered office or registered agent, or both,
8by delivering to the
secretary of state department for filing a statement of change
9that, except as provided in sub. (2), includes all of the following:
AB150-ASA1-AA26,269,1711
183.1008
(2) If a registered agent changes the street address of the registered
12agent's business office, the registered agent may change the street address of the
13registered office of any foreign limited liability company for which the person is the
14registered agent by notifying the foreign limited liability company in writing of the
15change and by signing, either manually or in facsimile, and delivering to the
16secretary of state department for filing a statement that complies with sub. (1) and
17recites that the foreign limited liability company has been notified of the change.
AB150-ASA1-AA26,269,2119
183.1009
(1) (intro.) The registered agent of a foreign limited liability company
20may resign by signing and delivering to the
secretary of state department for filing
21a statement of resignation that includes all of the following information:
AB150-ASA1-AA26,269,2423
183.1009
(2) After filing the statement, the
secretary of state department shall
24mail a copy to the foreign limited liability company at its principal office.
AB150-ASA1-AA26,270,6
1183.1010
(4) (a) (intro.) With respect to a foreign limited liability company
2described in sub. (2) or (3), the foreign limited liability company may be served by
3registered or certified mail, return receipt requested, addressed to the foreign
4limited liability company at its principal office as shown on the records of the
5secretary of state department, except as provided in par. (b). Service is perfected
6under this paragraph at the earliest of the following:".
AB150-ASA1-AA26,270,9
8"
Section 4822b. 183.1010 (4) (b) 1. of the statutes, as affected by 1995
9Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,270,1610
183.1010
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
11limited liability company's principal office cannot be determined from the records of
12the
secretary of state department, the foreign limited liability company may be
13served by publishing a class 3 notice, under ch. 985, in the community where the
14foreign limited liability company's principal office or, if not in this state, its registered
15office, as most recently designated in the records of the
secretary of state department,
16is located.".
AB150-ASA1-AA26,270,19
18"
Section 4824b. 183.1010 (4) (b) 2. of the statutes, as created by 1995
19Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,271,220
183.1010
(4) (b) 2. If a process, notice or demand is served by the
secretary of
21state department on a foreign limited liability company under s. 183.1021 and the
22address of the foreign limited liability company's principal office cannot be
23determined from the records of the
secretary of state
department, the foreign limited
1liability company may be served by publishing a class 2 notice, under ch. 985, in the
2official state newspaper.
AB150-ASA1-AA26,271,64
183.1011
(1) A foreign limited liability company authorized to transact
5business in this state may not withdraw from this state until it obtains a certificate
6of withdrawal from the
secretary of state department.
AB150-ASA1-AA26,271,118
183.1011
(2) (intro.) A foreign limited liability company authorized to transact
9business in this state may apply for a certificate of withdrawal by delivering an
10application to the
secretary of state department for filing. The application shall
11include all of the following:
AB150-ASA1-AA26,271,1513
183.1011
(2) (e) A commitment to notify the
secretary of state department in
14the future of any change in the mailing address of the foreign limited liability
15company principal office.".
AB150-ASA1-AA26,271,18
17"
Section 4829b. 183.1020 (1) (intro.), (a), (b), (d) and (f), (2) and (3) of the
18statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:
AB150-ASA1-AA26,271,2219
183.1020
(1) (intro.)
Except as provided in sub. (2), the
secretary of state 20department may bring a proceeding under s. 183.1021 to revoke the certificate of
21registration of a foreign limited liability company registered to transact business in
22this state if any of the following applies:
AB150-ASA1-AA26,271,2423
(a) The foreign limited liability company fails to file its annual report with the
24secretary of state department within 4 months after it is due.
AB150-ASA1-AA26,272,3
1(b) The foreign limited liability company does not pay, within 4 months after
2they are due, any fees or penalties due the
secretary of state department under this
3chapter.
AB150-ASA1-AA26,272,84
(d) The foreign limited liability company does not inform the
secretary of state 5department under s. 183.1008 or 183.1009 that its registered agent or registered
6office has changed, that its registered agent has resigned or that its registered office
7has been discontinued, within 6 months of the change, resignation or
8discontinuance.
AB150-ASA1-AA26,272,139
(f) The
secretary of state department receives an authenticated certificate from
10the secretary of state or other official having custody of limited liability company
11records in the state or country under whose law the foreign limited liability company
12is incorporated stating that it has been dissolved or disappeared as the result of a
13merger.
AB150-ASA1-AA26,272,18
14(2) If the
secretary of state department receives a certificate under sub. (1) (f)
15and a statement by the foreign limited liability company that the certificate is
16submitted by the foreign limited liability company to terminate its registration to
17transact business in this state, the
secretary of state department shall issue a
18certificate of revocation under s. 183.1021 (2) (b).
AB150-ASA1-AA26,272,22
19(3) A court may revoke under s. 946.87 the certificate of registration of a foreign
20limited liability company registered to transact business in this state. The court
21shall notify the
secretary of state department of the action, and the
secretary of state 22department shall issue a certificate of revocation under s. 183.1021 (2) (b).".
AB150-ASA1-AA26,273,2
1"
Section 4831b. 183.1021 (1), (2) and (4) of the statutes, as created by 1995
2Wisconsin Act .... (this act), are amended to read:
AB150-ASA1-AA26,273,63
183.1021
(1) If the
secretary of state
department determines that one or more
4grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the
5secretary of state department shall serve the foreign limited liability company under
6s. 183.1010 with written notice of the determination.
AB150-ASA1-AA26,273,10
7(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010,
8the foreign limited liability company shall correct each ground for revocation or
9demonstrate to the reasonable satisfaction of the
secretary of state department that
10each ground determined by the
secretary of state
department does not exist.
AB150-ASA1-AA26,273,1611
(b) If the foreign limited liability company fails to satisfy par. (a), the
secretary
12of state department may revoke the foreign limited liability company's certificate of
13registration by signing a certificate of revocation that recites each ground for
14revocation and its effective date. The
secretary of state department shall file the
15original of the certificate and serve a copy on the foreign limited liability company
16under s. 183.1010.
AB150-ASA1-AA26,273,23
17(4) If the
secretary of state department or a court revokes a foreign limited
18liability company's certificate of registration, the foreign limited liability company
19may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's
20registered agent may be served until the registered agent's authority is terminated,
21in any civil, criminal, administrative or investigatory proceeding based on a cause
22of action which arose while the foreign limited liability company was registered to
23transact business in this state.".
