AB150: Bill Text

AB150,1594,3 183.0112 (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.

AB150, s. 4782 Section 4782. 183.0112 (2) (intro.) of the statutes is amended to read:

AB150,1594,8 183.0112 (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:

AB150, s. 4783 Section 4783. 183.0113 (1) of the statutes is amended to read:

AB150,1594,12 183.0113 (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.

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

AB150,1594,16 183.0113 (2) (b) 1m. The domestic limited liability company or 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, s. 4785 Section 4785. 183.0113 (2) (b) 1m. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1594,21 183.0113 (2) (b) 1m. The domestic limited liability company or foreign limited liability company has, during its most recently completed report year, filed with the secretary of state department an annual report required by s. 183.0120.

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

AB150,1595,2 183.0113 (2) (b) 4. The domestic limited liability company is not the subject of an administrative dissolution proceeding under s. 183.0911 or the foreign limited liability company is not the subject of a proceeding to revoke its certificate of registration under s. 183.1021.

AB150, s. 4787 Section 4787. 183.0113 (3) of the statutes is amended to read:

AB150,1595,5 183.0113 (3) The certificate of status may include other facts of record in the office of the secretary of state department that are requested.

AB150, s. 4788 Section 4788. 183.0113 (4) of the statutes is amended to read:

AB150,1595,11 183.0113 (4) Upon request, the secretary of state department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).

AB150, s. 4789 Section 4789. 183.0113 (5) of the statutes is amended to read:

AB150,1595,16 183.0113 (5) Subject to any qualification stated in a certificate or statement of status issued by the secretary of state department, the certificate or statement is conclusive evidence that the domestic limited liability company or foreign limited liability company is in existence or is authorized to transact business in this state.

AB150, s. 4790 Section 4790. 183.0113 (6) of the statutes is amended to read:

AB150,1595,21 183.0113 (6) Upon request by telephone or otherwise, the office of the secretary of state department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

AB150, s. 4791 Section 4791. 183.0114 (1) (intro.) of the statutes is amended to read:

AB150,1595,25 183.0114 (1) (intro.) The secretary of state department shall collect the following fees when the documents described in this subsection are delivered to him or her for filing, or, under pars. (e) and (f), the telephone applications are made:

AB150, s. 4792 Section 4792. 183.0114 (1) (v) of the statutes is created to read:

AB150,1596,2 183.0114 (1) (v) Annual report of a domestic limited liability company, $25.

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

AB150,1596,4 183.0114 (1) (w) Annual report of a foreign limited liability company, $50.

AB150, s. 4794 Section 4794. 183.0114 (1) (x) of the statutes is created to read:

AB150,1596,7 183.0114 (1) (x) Application for reinstatement following administrative dissolution, $10.

AB150, s. 4795 Section 4795. 183.0114 (1) (y) of the statutes is created to read:

AB150,1596,9 183.0114 (1) (y) Certificate of reinstatement, $10.

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

AB150,1596,12 183.0114 (2) (c) Filing a certificate of administrative dissolution or a certificate of revocation of registration to transact business.

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

AB150,1596,17 183.0120 Annual report. (1) 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 an annual report that includes all of the following information:

AB150,1596,19 (a) The name of the domestic limited liability company or foreign limited liability company and the state or country under whose law it is organized.

AB150,1596,21 (b) The address of its registered office and the name of its registered agent at that office in this state.

AB150,1596,22 (c) The address of its principal office.

AB150,1596,25 (d) If management of the domestic limited liability company or of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.

AB150,1597,1 (e) The name and business address of each member.

AB150,1597,2 (f) A brief description of the nature of its business.

AB150,1597,8 (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.

AB150,1597,12 (3) (a) A domestic limited liability company shall deliver its annual report to the secretary of state 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.

AB150,1597,16 (b) 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.

AB150,1597,20 (4) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic limited liability company or foreign limited liability company in writing and return the report to it for correction.

AB150,1597,22 (5) An annual report is effective on the date that it is filed by the office of the secretary of state.

AB150, s. 4798 Section 4798. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1598,4 183.0120 (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:

AB150,1598,10 (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.

AB150,1598,14 (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.

AB150,1598,18 (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.

AB150,1598,22 (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.

AB150,1598,24 (5) An annual report is effective on the date that it is filed by the office of the secretary of state department.

AB150, s. 4799 Section 4799. 183.0201 of the statutes is amended to read:

AB150,1599,5 183.0201 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.

AB150, s. 4800 Section 4800. 183.0203 (2) (intro.) of the statutes is amended to read:

AB150,1599,9 183.0203 (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:

AB150, s. 4801 Section 4801. 183.0204 (2) of the statutes is amended to read:

AB150,1599,13 183.0204 (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.

AB150, s. 4802 Section 4802. 183.0901 (6) of the statutes is created to read:

AB150,1599,16 183.0901 (6) Issuance of a certificate of administrative dissolution under s. 183.0911.

AB150, s. 4803 Section 4803. 183.0906 (intro.) of the statutes is amended to read:

AB150,1599,20 183.0906 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:

AB150, s. 4804 Section 4804. 183.0910 of the statutes is created to read:

AB150,1599,24 183.0910 Grounds for administrative dissolution. The secretary of state may bring a proceeding under s. 183.0911 to administratively dissolve a limited liability company if any of the following occurs:

AB150,1600,2 (1) The limited liability company does not pay, within one year after they are due, any fees or penalties due the secretary of state under this chapter.

AB150,1600,4 (2) The limited liability company does not have on file its annual report with the secretary of state within one year after it is due.

AB150,1600,6 (3) The limited liability company is without a registered agent or registered office in this state for at least one year.

AB150,1600,9 (4) The limited liability company does not notify the secretary of state within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.

AB150, s. 4805 Section 4805. 183.0910 (intro.), (1), (2) and (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1600,14 183.0910 Grounds for administrative dissolution. (intro.) The secretary of state department may bring a proceeding under s. 183.0911 to administratively dissolve a limited liability company if any of the following occurs:

AB150,1600,16 (1) The limited liability company does not pay, within one year after they are due, any fees or penalties due the secretary of state department under this chapter.

AB150,1600,18 (2) The limited liability company does not have on file its annual report with the secretary of state department within one year after it is due.

AB150,1600,22 (4) The limited liability company does not notify the secretary of state department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.

AB150, s. 4806 Section 4806. 183.0911 of the statutes is created to read:

AB150,1601,3 183.0911 Procedure for and effect of administrative dissolution. (1) If the secretary of state determines that one or more grounds exist under s. 183.0910 for dissolving a limited liability company, the secretary of state shall serve the limited liability company under s. 183.0105 (8) with written notice of the determination.

AB150,1601,7 (2) (a) Within 60 days after service of the notice is perfected under s. 183.0105 (8), the limited liability company shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist.

AB150,1601,12 (b) If the limited liability company fails to satisfy par. (a), the secretary of state shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the limited liability company under s. 183.0105 (8).

AB150,1601,14 (3) Sections 183.0903, 183.0904 (1) and (3) to (5), 183.0905, 183.0907 and 183.0908 apply to a limited liability company that is administratively dissolved.

AB150,1601,16 (4) The limited liability company's right to the exclusive use of its company name terminates on the effective date of its administrative dissolution.

AB150, s. 4807 Section 4807. 183.0911 (1) and (2) of the statutes, as created by 1995 Wisconsin Act .... this act, are amended to read:

AB150,1601,22 183.0911 (1) If the secretary of state department determines that one or more grounds exist under s. 183.0910 for dissolving a limited liability company, the secretary of state department shall serve the limited liability company under s. 183.0105 (8) with written notice of the determination.

AB150,1602,2 (2) (a) Within 60 days after service of the notice is perfected under s. 183.0105 (8), the limited liability company shall correct each ground for dissolution 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.

AB150,1602,7 (b) If the limited liability company fails to satisfy par. (a), the secretary of state department shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the limited liability company under s. 183.0105 (8).

AB150, s. 4808 Section 4808. 183.0912 of the statutes is created to read:

AB150,1602,12 183.0912 Reinstatement following administrative dissolution. (1) A limited liability company that is administratively dissolved may apply to the secretary of state for reinstatement within 2 years after the effective date of dissolution. The application shall include all of the following:

AB150,1602,14 (a) The name of the limited liability company and the effective date of its administrative dissolution.