AB150-ASA1-AA26,270,7 7605. Page 1514, line 19: after that line insert:
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-AA26,270,17 17606. Page 1514, line 25: after that line insert:
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, s. 4825b 3Section 4825b. 183.1011 (1) of the statutes is amended to read:
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, s. 4826b 7Section 4826b. 183.1011 (2) (intro.) of the statutes is amended to read:
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, s. 4827b 12Section 4827b. 183.1011 (2) (e) of the statutes is amended to read:
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-AA26,271,16 16607. Page 1516, line 6: after that line insert:
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-AA26,272,23 23608. Page 1517, line 7: after that line insert:
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.".
AB150-ASA1-AA26,273,24 24609. Page 1517, line 19: after that line insert:
AB150-ASA1-AA26,274,2
1" Section 4833b. 183.1022 (1) and (2) of the statutes, as created by 1995
2Wisconsin Act .... (this act), are amended to read:
AB150-ASA1-AA26,274,103 183.1022 (1) A foreign limited liability company may appeal the secretary of
4state's
department's revocation of its certificate of registration under s. 183.1020 (1)
5to the circuit court for the county where the foreign limited liability company's
6principal office or, if none in this state, its registered office is located, within 30 days
7after service of the certificate of revocation is perfected under s. 183.1010. The
8foreign limited liability company shall appeal by petitioning the court to set aside the
9revocation and attaching to the petition copies of its certificate of registration and the
10secretary of state's department's certificate of revocation.
AB150-ASA1-AA26,274,13 11(2) The court may order the secretary of state department to reinstate the
12certificate of registration or may take any other action that the court considers
13appropriate.
AB150-ASA1-AA26, s. 4834b 14Section 4834b. 183.1204 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,274,1715 183.1204 (1) (intro.) The surviving limited liability company shall deliver to the
16secretary of state department articles of merger, executed by each party to the plan
17of merger, that include all of the following:
AB150-ASA1-AA26, s. 4835b 18Section 4835b. 183.1301 of the statutes is amended to read:
AB150-ASA1-AA26,275,3 19183.1301 Execution by judicial act. Any person who is adversely affected
20by the failure or refusal of any person to execute and file any articles or other
21document to be filed under this chapter may petition the circuit court for the county
22in which the registered office of the limited liability company is located or, if no
23address is on file with the secretary of state department, in the circuit court for Dane
24county, to direct the execution and filing of the articles or other document. If the court
25finds that it is proper for the articles or other document to be executed and filed and

1that there has been failure or refusal to execute and file the document, the court shall
2order the secretary of state department to file the appropriate articles or other
3document.
AB150-ASA1-AA26, s. 4838b 4Section 4838b. 185.01 (3m) of the statutes is created to read:
AB150-ASA1-AA26,275,65 185.01 (3m) "Department", except in s. 185.45 (3) (c) and (4) (d), means the
6department of financial institutions.
AB150-ASA1-AA26, s. 4939b 7Section 4939b. 185.05 (3) of the statutes is amended to read:
AB150-ASA1-AA26,275,138 185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The
9legal existence of a cooperative begins when the articles are filed. Upon the filing of
10the articles, the secretary of state department shall issue a certificate of
11incorporation. The secretary of state department shall forward within 5 days a
12duplicate original of the articles to the register of deeds of the county of the
13cooperative's principal office or registered agent for recording.
AB150-ASA1-AA26, s. 4840b 14Section 4840b. 185.08 (3) of the statutes is amended to read:
AB150-ASA1-AA26,275,1815 185.08 (3) A registered agent may resign by mailing a written notice to both
16the secretary of state department and the cooperative. The resignation becomes
17effective when the cooperative names a new registered agent or 60 days after the
18receipt of notice by the secretary of state department, whichever is sooner.
AB150-ASA1-AA26, s. 4841b 19Section 4841b. 185.31 (3) of the statutes is amended to read:
AB150-ASA1-AA26,276,620 185.31 (3) The directors constituting the temporary board, named in the
21articles, shall hold office until the first member meeting. At that meeting and
22thereafter, directors shall be elected by the members at a member meeting in the
23manner and for the terms provided in the bylaws. If the bylaws provide that directors
24be from specified districts, the articles may limit voting for any director to members
25from within the district from which the director is to be elected. Unless the bylaws

1provide otherwise, a director's term of office shall be one year. Each director shall
2hold office for the term for which elected and until a successor takes office. The
3bylaws may permit selection of alternates to take the place of directors absent at a
4meeting of the board. Whenever any change is made in the board, the cooperative
5shall file within 20 days with the secretary of state department a report showing the
6names and addresses of all directors.
AB150-ASA1-AA26, s. 4842b 7Section 4842b. 185.35 (1) of the statutes is amended to read:
AB150-ASA1-AA26,276,168 185.35 (1) Unless the articles of incorporation provide otherwise, the principal
9officers of a cooperative are a president, one or more vice presidents as prescribed in
10the bylaws, a secretary and a treasurer. They shall be elected annually by the board
11at such time and in such manner as the bylaws provide. Upon original election and
12whenever any change is made in the officers, the cooperative shall file with the
13secretary of state department, within 20 days, a report showing the name and
14address of all officers. Each principal officer except the secretary and the treasurer
15must be a director of the cooperative. The offices of secretary and treasurer may be
16combined in one person.
AB150-ASA1-AA26, s. 4843b 17Section 4843b. 185.48 (2) of the statutes is amended to read:
AB150-ASA1-AA26,276,2318 185.48 (2) The annual report shall be made on forms furnished by the secretary
19of state
department, and the information therein contained shall be given as of the
20date of the execution of the report. The secretary of state department shall forward
21by 1st class mail report blanks to each cooperative in good standing not later than
2260 days prior to the date on which the cooperative is required to file an annual report
23under this chapter.
AB150-ASA1-AA26, s. 4844b 24Section 4844b. 185.48 (3) of the statutes is amended to read:
AB150-ASA1-AA26,277,7
1185.48 (3) The annual report shall be delivered to the secretary of state
2department in each year following the year in which the cooperative's articles are
3filed by the secretary of state department, during the calendar year quarter in which
4the anniversary of the filing occurs. If the report does not conform to requirements,
5it shall be returned to the cooperative for necessary corrections. The penalties for
6failure to file such report shall not apply if it is corrected and returned within 30 days
7after receipt thereof.
AB150-ASA1-AA26, s. 4845b 8Section 4845b. 185.48 (4) of the statutes is amended to read:
AB150-ASA1-AA26,277,109 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon
10payment to the secretary of state department of $26.
AB150-ASA1-AA26, s. 4846b 11Section 4846b. 185.48 (5) of the statutes is amended to read:
AB150-ASA1-AA26,277,2012 185.48 (5) If the report is not filed within a year from the first day of the quarter
13calendar year in which the report is required, under sub. (3), to be delivered, the
14cooperative is not in good standing. Within the next 6 months the secretary of state
15department shall mail to the cooperative a notice that it is no longer in good standing.
16If a cooperative has been out of good standing for more than 3 consecutive years
17immediately prior to January 1, 1978, the secretary of state department shall
18provide only the notice required under s. 185.72 (3). Until restored to good standing,
19the secretary of state department shall not accept for filing any document respecting
20such cooperative except those incident to its dissolution.
AB150-ASA1-AA26, s. 4847b 21Section 4847b. 185.48 (6) of the statutes is amended to read:
AB150-ASA1-AA26,277,2522 185.48 (6) The cooperative may be restored to good standing by delivering to
23the secretary of state department a current annual report and by paying the $26 late
24filing fee plus $15 for each calendar year or part thereof during which it was not in
25good standing, not exceeding a total of $176.
AB150-ASA1-AA26, s. 4848b
1Section 4848b. 185.53 (2) of the statutes is amended to read:
AB150-ASA1-AA26,278,42 185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82.
3The amendment becomes effective upon filing, and the secretary of state department
4may then issue a certificate of amendment.
AB150-ASA1-AA26, s. 4849b 5Section 4849b. 185.62 (1m) of the statutes is amended to read:
AB150-ASA1-AA26,278,156 185.62 (1m) If after the filing of the articles under sub. (1), but before the
7merger or consolidation is effective, the merger or consolidation is abandoned, as
8provided in s. 185.61 (5), 2 principal officers of each merging or consolidating
9cooperative shall sign a certificate of abandonment stating that the merger or
10consolidation is abandoned and the date of abandonment, and shall seal the
11certificate with the seal of each cooperative. The certificate of abandonment shall be
12filed and recorded prior to the date the merger or consolidation would otherwise be
13effective, in the office of the secretary of state with the department and in each county
14where the cooperatives have their principal offices or registered agents, in the
15manner provided in s. 185.82.
AB150-ASA1-AA26, s. 4850b 16Section 4850b. 185.72 (3) (a) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,278,2017 185.72 (3) (a) (intro.) If it is established by the records in the office of the
18secretary of state
department that a cooperative failed to file its annual report as
19required by this chapter for the preceding 3 years, the secretary of state department
20may involuntarily dissolve the cooperative in the following manner:
AB150-ASA1-AA26, s. 4951b 21Section 4951b. 185.72 (3) (a) 1. of the statutes is amended to read:
AB150-ASA1-AA26,278,2322 185.72 (3) (a) 1. The secretary of state department shall give the cooperative
23notice of its delinquency by 1st class mail addressed to its situs.
AB150-ASA1-AA26, s. 4952b 24Section 4952b. 185.72 (3) (a) 2. of the statutes is amended to read:
AB150-ASA1-AA26,279,5
1185.72 (3) (a) 2. If the delinquent cooperative is not restored to good standing
2under s. 185.48 (6) within 90 days after the notice was mailed, the secretary of state
3department shall issue a certificate of involuntary dissolution, which shall state the
4fact of involuntary dissolution, the date and cause of the dissolution and the
5dissolved cooperative's situs.
AB150-ASA1-AA26, s. 4853b 6Section 4853b. 185.72 (3) (a) 3. of the statutes is amended to read:
AB150-ASA1-AA26,279,97 185.72 (3) (a) 3. The secretary of state department shall file the original
8certificate of involuntary dissolution and mail a copy to the former cooperative at its
9situs.
AB150-ASA1-AA26, s. 4854b 10Section 4854b. 185.72 (3) (bm) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,279,1311 185.72 (3) (bm) (intro.) The secretary of state department shall rescind the
12dissolution of a cooperative involuntarily dissolved under this subsection and issue
13a certificate stating the recision if all of the following are met:
AB150-ASA1-AA26, s. 4855b 14Section 4855b. 185.72 (3) (bm) 1. of the statutes is amended to read:
AB150-ASA1-AA26,279,1715 185.72 (3) (bm) 1. The cooperative files with the secretary of state department
162 affidavits, each executed by a different person who is a principal officer of the
17cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
AB150-ASA1-AA26, s. 4856b 18Section 4856b. 185.72 (3) (bm) 2. of the statutes is amended to read:
AB150-ASA1-AA26,279,2119 185.72 (3) (bm) 2. The cooperative pays to the secretary of state department
20$100 in liquidated damages to cover the efforts of the secretary of state department
21in rescinding the involuntary dissolution.
AB150-ASA1-AA26, s. 4857b 22Section 4857b. 185.815 (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,279,25 23185.815 Recording change of principal office or registered agent.
24(intro.) If a document submitted to the secretary of state department for filing under
25this chapter changes the county of the principal office or of the registered agent:
AB150-ASA1-AA26, s. 4858b
1Section 4858b. 185.815 (1) of the statutes is amended to read:
AB150-ASA1-AA26,280,32 185.815 (1) An original of the document or a duplicate original endorsed by the
3secretary of state department shall be recorded in each county;
AB150-ASA1-AA26, s. 4859b 4Section 4859b. 185.815 (3) of the statutes is amended to read:
AB150-ASA1-AA26,280,75 185.815 (3) A certificate of the secretary of state department listing the type
6and date of filing of recordable documents previously filed by the cooperative shall
7be recorded in the county of the new principal office or of the registered agent.
AB150-ASA1-AA26, s. 4860b 8Section 4860b. 185.82 (1) (a) of the statutes is amended to read:
AB150-ASA1-AA26,280,119 185.82 (1) (a) Separate originals of the document for the secretary of state
10department and for the register of deeds of each county in which the document is
11required to be recorded.
AB150-ASA1-AA26, s. 4861b 12Section 4861b. 185.82 (1) (b) of the statutes is amended to read:
AB150-ASA1-AA26,280,1413 185.82 (1) (b) A check payable to the secretary of state department in the
14amount of the filing fee prescribed under s. 185.83.
AB150-ASA1-AA26, s. 4862b 15Section 4862b. 185.82 (2) (a) of the statutes is amended to read:
AB150-ASA1-AA26,280,1816 185.82 (2) (a) Unless the document does not conform to law, the secretary of
17state
department shall endorse on each original "Filed" and the date of filing and
18shall file one original in his or her office.
AB150-ASA1-AA26, s. 4863b 19Section 4863b. 185.82 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,280,2220 185.82 (2) (b) The secretary of state department shall forward to each register
21of deeds the check under sub. (1) (c) and an original document or duplicate endorsed
22by the secretary of state department, within 5 days of filing.
AB150-ASA1-AA26, s. 4864b 23Section 4864b. 185.82 (3) of the statutes is amended to read:
AB150-ASA1-AA26,281,324 185.82 (3) Each week the secretary of state department shall forward to each
25register of deeds a listing of all documents received during the preceding week for

1filing and recording as required under this chapter. For each document, the listing
2shall specify the type of document, the name of the cooperative, the name of the
3county of the cooperative's principal office or registered agent, and the date of filing.
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