AB150: Bill Text

AB150,1608,10 183.1010 (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.

AB150, s. 4825 Section 4825. 183.1011 (1) of the statutes is amended to read:

AB150,1608,14 183.1011 (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.

AB150, s. 4826 Section 4826. 183.1011 (2) (intro.) of the statutes is amended to read:

AB150,1608,19 183.1011 (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:

AB150, s. 4827 Section 4827. 183.1011 (2) (e) of the statutes is amended to read:

AB150,1608,23 183.1011 (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.

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

AB150,1609,4 183.1020 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:

AB150,1609,6 (a) The foreign limited liability company fails to file its annual report with the secretary of state within 4 months after it is due.

AB150,1609,8 (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.

AB150,1609,10 (c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.

AB150,1609,14 (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.

AB150,1609,16 (e) The foreign limited liability company obtained its certificate of registration through fraud.

AB150,1609,21 (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.

AB150,1610,2 (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).

AB150,1610,6 (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, s. 4829 Section 4829. 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:

AB150,1610,12 183.1020 (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:

AB150,1610,14 (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.

AB150,1610,17 (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.

AB150,1610,22 (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.

AB150,1611,2 (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.

AB150,1611,7 (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).

AB150,1611,11 (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).

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

AB150,1611,16 183.1021 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.

AB150,1611,20 (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.

AB150,1611,25 (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.

AB150,1612,3 (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.

AB150,1612,10 (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.

AB150,1612,12 (5) Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.

AB150, s. 4831 Section 4831. 183.1021 (1), (2) and (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1612,18 183.1021 (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.

AB150,1612,22 (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.

AB150,1613,3 (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.

AB150,1613,10 (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.

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

AB150,1613,19 183.1022 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.

AB150,1613,21 (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.

AB150,1613,22 (3) The court's final decision may be appealed as in other civil proceedings.

AB150, s. 4833 Section 4833. 183.1022 (1) and (2) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1614,8 183.1022 (1) A foreign limited liability company may appeal the secretary of state's department'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 department's certificate of revocation.

AB150,1614,11 (2) The court may order the secretary of state department to reinstate the certificate of registration or may take any other action that the court considers appropriate.

AB150, s. 4834 Section 4834. 183.1204 (1) (intro.) of the statutes is amended to read:

AB150,1614,15 183.1204 (1) (intro.) The surviving limited liability company shall deliver to the secretary of state department articles of merger, executed by each party to the plan of merger, that include all of the following:

AB150, s. 4835 Section 4835. 183.1301 of the statutes is amended to read:

AB150,1615,2 183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the secretary of state department, in the circuit court for Dane county, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the secretary of state department to file the appropriate articles or other document.

AB150, s. 4836 Section 4836. 184.01 (1) of the statutes is amended to read:

AB150,1615,6 184.01 (1) "Commission" means the office of the commissioner of railroads in the case of railroads and the public service commission in the case of other public service corporations.

AB150, s. 4837 Section 4837. 184.10 (3) of the statutes is amended to read:

AB150,1615,20 184.10 (3) Whenever the commission deems it necessary to make an investigation of the books, accounts and practices or to make an appraisal of the property of any public service corporation which has filed an application for authority to issue any securities to which this chapter is applicable, such public service corporation shall pay all expenses reasonably attributable to such special investigation, or to such an appraisal of the property. For the purpose of calculating investigative and appraisal expenses of the commission, 90% of the costs determined shall be costs of the commission and 10% of the costs determined shall be costs of state government operations. The procedure set up by s. 195.60 or 196.85, whichever is appropriate, for the rendering and collection of bills shall be in all ways applicable to the rendering and collection of bills under this section. Ninety percent of the amounts paid to the public service commission under authority of this subsection shall be credited to the appropriation account under s. 20.155 (1) (g).

AB150, s. 4838 Section 4838. 185.01 (3m) of the statutes is created to read:

AB150,1615,23 185.01 (3m) "Department", except in s. 185.45 (3) (c) and (4) (d), means the department of revenue.

AB150, s. 4839 Section 4839. 185.05 (3) of the statutes is amended to read:

AB150,1616,6 185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the secretary of state department shall issue a certificate of incorporation. The secretary of state department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.

AB150, s. 4840 Section 4840. 185.08 (3) of the statutes is amended to read:

AB150,1616,11 185.08 (3) A registered agent may resign by mailing a written notice to both the secretary of state department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the secretary of state department, whichever is sooner.

AB150, s. 4841 Section 4841. 185.31 (3) of the statutes is amended to read:

AB150,1616,24 185.31 (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the secretary of state department a report showing the names and addresses of all directors.

AB150, s. 4842 Section 4842. 185.35 (1) of the statutes is amended to read:

AB150,1617,9 185.35 (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the secretary of state department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.

AB150, s. 4843 Section 4843. 185.48 (2) of the statutes is amended to read:

AB150,1617,16 185.48 (2) The annual report shall be made on forms furnished by the secretary of state department, and the information therein contained shall be given as of the date of the execution of the report. The secretary of state department shall forward by 1st class mail report blanks to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.

AB150, s. 4844 Section 4844. 185.48 (3) of the statutes is amended to read:

AB150,1617,24 185.48 (3) The annual report shall be delivered to the secretary of state department in each year following the year in which the cooperative's articles are filed by the secretary of state department, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.

AB150, s. 4845 Section 4845. 185.48 (4) of the statutes is amended to read:

AB150,1618,2 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the secretary of state department of $26.

AB150, s. 4846 Section 4846. 185.48 (5) of the statutes is amended to read:

AB150,1618,12 185.48 (5) If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the secretary of state department shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the secretary of state department shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the secretary of state department shall not accept for filing any document respecting such cooperative except those incident to its dissolution.

AB150, s. 4847 Section 4847. 185.48 (6) of the statutes is amended to read:

AB150,1618,17 185.48 (6) The cooperative may be restored to good standing by delivering to the secretary of state department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176.

AB150, s. 4848 Section 4848. 185.53 (2) of the statutes is amended to read:

AB150,1618,21 185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the secretary of state department may then issue a certificate of amendment.

AB150, s. 4849 Section 4849. 185.62 (1m) of the statutes is amended to read:

AB150,1619,7 185.62 (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, in the office of the secretary of state with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

AB150, s. 4850 Section 4850. 185.72 (3) (a) (intro.) of the statutes is amended to read:

AB150,1619,12 185.72 (3) (a) (intro.) If it is established by the records in the office of the secretary of state department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the secretary of state department may involuntarily dissolve the cooperative in the following manner:

AB150, s. 4851 Section 4851. 185.72 (3) (a) 1. of the statutes is amended to read:

AB150,1619,15 185.72 (3) (a) 1. The secretary of state department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

AB150, s. 4852 Section 4852. 185.72 (3) (a) 2. of the statutes is amended to read:

AB150,1619,21 185.72 (3) (a) 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the secretary of state department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.

AB150, s. 4853 Section 4853. 185.72 (3) (a) 3. of the statutes is amended to read:

AB150,1619,25 185.72 (3) (a) 3. The secretary of state department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

AB150, s. 4854 Section 4854. 185.72 (3) (bm) (intro.) of the statutes is amended to read: