AB150-engrossed, s. 4768b
15Section 4768b. 183.0109 (1) (b) of the statutes, as affected by 1995 Wisconsin
16Act .... (this act), is amended to read:
AB150-engrossed,1641,1917
183.0109
(1) (b) The forms prescribed by the
secretary of state department 18under par. (a) 1. to 3. shall require disclosure of only the information required under
19ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.
AB150-engrossed,1641,2321
183.0109
(2) The
secretary of state
department may prescribe, and furnish on
22request, forms for other documents required or permitted to be filed by this chapter,
23but use of these forms is not mandatory.
AB150-engrossed,1642,2
1183.0110 (title)
Filing duty of secretary of state department of financial
2institutions.
AB150-engrossed,1642,94
183.0110
(1) Upon receipt of a document by the
office of the secretary of state 5department for filing under this chapter, the
secretary of state department shall
6stamp or otherwise endorse the date and time of receipt on the original, the document
7copy and, upon request, any additional document copy received. The
secretary of
8state department shall return any additional document copy to the person delivering
9it, as confirmation of the date and time of receipt.
AB150-engrossed,1642,1711
183.0110
(2) (a) Except as provided in par. (b), if a document satisfies s.
12183.0108 and the terms of the document satisfy the applicable provisions of this
13chapter, the
secretary of state department shall file the document by stamping or
14otherwise endorsing "filed", together with the
secretary of state's department's name
15and official title, on both the original and the document copy. After filing a document,
16the
secretary of state department shall deliver the document copy to the domestic
17limited liability company or foreign limited liability company, or its representative.
AB150-engrossed,1642,2419
183.0110
(2) (b) If a domestic limited liability company or foreign limited
20liability company is in default in the payment of any fee required under this chapter,
21the
secretary of state department shall refuse to file any document relating to the
22domestic limited liability company or foreign limited liability company until all
23delinquent fees are paid by the domestic limited liability company or foreign limited
24liability company.
AB150-engrossed,1643,6
1183.0110
(3) (a) If the
secretary of state department refuses to file a document,
2the
secretary of state department shall return it to the domestic limited liability
3company or foreign limited liability company, or its representative, within 5 business
4days after the date on which the document is received by the
office of the secretary
5of state department for filing, together with a brief, written explanation of the reason
6for the refusal.
AB150-engrossed,1643,108
183.0110
(3) (b) The
secretary of state's department's failure to either file or
9return a document within 5 business days after the date on which it is received
10constitutes a refusal to file the document.
AB150-engrossed,1643,1912
183.0110
(3) (c) Except as provided in s. 183.0112 (3), if a document that had
13been refused for filing by the
secretary of state
department is resubmitted to and filed
14by the
secretary of state department, the effective date of the filed document under
15s. 183.0111 is the date that the resubmitted document is received by the
office of the
16secretary of state department for filing or a delayed effective date specified in the
17resubmitted document in accordance with s. 183.0111 (2). The effective time of the
18resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever
19is applicable.
AB150-engrossed,1643,2321
183.0110
(4) (intro.) Except as provided in s. 183.0204 (2), the
secretary of
22state's department's filing of a document or refusal to file a document does not do any
23of the following:
AB150-engrossed,1644,4
1183.0111
(1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7),
2183.0112 (3)
, 183.0120 (5) and 183.1009 (3), a document filed by the secretary of state
3under this chapter is effective on the date that it is received by the office of the
4secretary of state for filing and at any of the following times on that date:
AB150-engrossed, s. 4779b
5Section 4779b. 183.0111 (1) (a) (intro.) of the statutes, as affected by this 1995
6Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1644,117
183.0111
(1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7),
8183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the
secretary of state 9department under this chapter is effective on the date that it is received by the
office
10of the secretary of state department for filing and at any of the following times on that
11date:
AB150-engrossed,1644,1513
183.0111
(1) (b) The date that a document is received by the
office of the
14secretary of state department is determined by the
secretary of state's department's 15endorsement on the original document under s. 183.0110 (1).
AB150-engrossed,1644,2117
183.0112
(1) A domestic limited liability company or foreign limited liability
18company may correct a document that is filed by the
secretary of state department 19if the document contains a statement that was incorrect at the time of filing or was
20defectively executed, including defects in any attestation, seal, verification or
21acknowledgment.
AB150-engrossed,1645,223
183.0112
(2) (intro.) To correct a document under sub. (1), a domestic limited
24liability company or foreign limited liability company shall prepare and deliver to the
1secretary of state department for filing articles of correction that satisfy all of the
2following:
AB150-engrossed,1645,64
183.0113
(1) Any person may obtain from the
secretary of state department,
5upon request, a certificate of status for a domestic limited liability company or
6foreign limited liability company.
AB150-engrossed,1645,108
183.0113
(2) (b) 1m. In the case of a foreign limited liability company, the
9foreign limited liability company has, during its most recently completed report year,
10filed with the secretary of state an annual report required by s. 183.0120.
AB150-engrossed, s. 4785b
11Section 4785b. 183.0113 (2) (b) 1m. of the statutes, as created by 1995
12Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1645,15
13183.0113
(2) (b) 1m. In the case of a foreign limited liability company, the
14foreign limited liability company has, during its most recently completed report year,
15filed with the
secretary of state department an annual report required by s. 183.0120.
AB150-engrossed,1645,1817
183.0113
(2) (b) 4. The foreign limited liability company is not the subject of a
18proceeding to revoke its certificate of registration under s. 183.1021.
AB150-engrossed,1645,2120
183.0113
(3) The certificate of status may include other facts of record in the
21office of the secretary of state department that are requested.
AB150-engrossed,1646,223
183.0113
(4) Upon request, the
secretary of state department shall issue, by
24telegraph, teletype, facsimile or other form of wire or wireless communication, a
25statement of status, which shall contain the information required in a certificate of
1status under sub. (2) and may contain any other information permitted under sub.
2(3).
AB150-engrossed,1646,74
183.0113
(5) Subject to any qualification stated in a certificate or statement of
5status issued by the
secretary of state department, the certificate or statement is
6conclusive evidence that the domestic limited liability company or foreign limited
7liability company is in existence or is authorized to transact business in this state.
AB150-engrossed,1646,129
183.0113
(6) Upon request by telephone or otherwise, the
office of the secretary
10of state department shall confirm, by telephone, any of the information required in
11a certificate of status under sub. (2) and may confirm any other information
12permitted under sub. (3).
AB150-engrossed,1646,1614
183.0114
(1) (intro.) The
secretary of state department shall collect the
15following fees when the documents described in this subsection are delivered
to him
16or her for filing, or, under pars. (e) and (f), the telephone applications are made:
AB150-engrossed,1646,1818
183.0114
(1) (a) Articles of organization,
$90 $130.
AB150-engrossed,1646,2020
183.0114
(1) (w) Annual report of a foreign limited liability company, $50.
AB150-engrossed,1646,2322
183.0114
(2) (c) Filing a certificate of revocation of registration to transact
23business.
AB150-engrossed,1647,4
1183.0120 Annual report for foreign limited liability companies. (1) 2Each foreign limited liability company registered to transact business in this state
3shall file with the secretary of state an annual report that includes all of the following
4information:
AB150-engrossed,1647,65
(a) The name of the foreign limited liability company and the state or country
6under whose law it is organized.
AB150-engrossed,1647,87
(b) The address of the foreign limited liability company's registered office and
8the name of its registered agent at that office in this state.
AB150-engrossed,1647,99
(c) The address of the foreign limited liability company's principal office.
AB150-engrossed,1647,1110
(d) If management of the foreign limited liability company is vested in one or
11more managers, the name and business address of each manager.
AB150-engrossed,1647,1312
(e) The name and business address of each member of the foreign limited
13liability company.
AB150-engrossed,1647,1514
(f) A brief description of the nature of the foreign limited liability company's
15business.
AB150-engrossed,1647,20
16(2) Information in the annual report shall be current as of the date on which
17the annual report is executed on behalf of a foreign limited liability company, except
18that the information required by sub. (1) (e) shall be current as of the close of the
19foreign limited liability company's fiscal year immediately before the date by which
20the annual report is required to be delivered to the secretary of state.
AB150-engrossed,1647,24
21(3) A foreign limited liability company registered to transact business in this
22state shall deliver its annual report to the secretary of state during the first calendar
23quarter of each year following the calendar year in which the foreign limited liability
24company becomes registered to transact business in this state.
AB150-engrossed,1648,3
1(4) If an annual report does not contain the information required by this
2section, the secretary of state shall promptly notify the reporting foreign limited
3liability company in writing and return the report to it for correction.
AB150-engrossed,1648,5
4(5) An annual report is effective on the date that it is filed by the office of the
5secretary of state.
AB150-engrossed, s. 4798b
6Section 4798b. 183.0120 (1) (intro.) and (2) to (5) of the statutes, as created
7by 1995 Wisconsin Act .... (this act), are amended to read:
AB150-engrossed,1648,118
183.0120
(1) (intro.) Each domestic limited liability company and each foreign
9limited liability company registered to transact business in this state shall file with
10the
secretary of state department an annual report that includes all of the following
11information:
AB150-engrossed,1648,17
12(2) Information in the annual report shall be current as of the date on which
13the annual report is executed on behalf of a domestic limited liability company or a
14foreign limited liability company, except that the information required by sub. (1) (e)
15shall be current as of the close of the domestic limited liability company's or foreign
16limited liability company's fiscal year immediately before the date by which the
17annual report is required to be delivered to the
secretary of state department.
AB150-engrossed,1648,21
18(3) (a) A domestic limited liability company shall deliver its annual report to
19the
secretary of state department in each year following the calendar year in which
20the domestic limited liability company was organized, during the calendar year
21quarter in which the anniversary date of the organization occurs.
AB150-engrossed,1648,2522
(b) A foreign limited liability company registered to transact business in this
23state shall deliver its annual report to the
secretary of state department during the
24first calendar quarter of each year following the calendar year in which the foreign
25limited liability company becomes registered to transact business in this state.
AB150-engrossed,1649,4
1(4) If an annual report does not contain the information required by this
2section, the
secretary of state department shall promptly notify the reporting
3domestic limited liability company or foreign limited liability company in writing
4and return the report to it for correction.
AB150-engrossed,1649,6
5(5) An annual report is effective on the date that it is filed by the
office of the
6secretary of state department.
AB150-engrossed,1649,12
8183.0201 Organization. One or more persons may organize a limited liability
9company by signing and delivering articles of organization to the
secretary of state 10department for filing. The organizer or organizers need not be members of the
11limited liability company at the time of organization or thereafter. A limited liability
12company shall have 2 or more members.
AB150-engrossed,1649,1614
183.0203
(2) (intro.) A limited liability company amending its articles of
15organization shall deliver to the
secretary of state
department for filing articles of
16amendment that include all of the following information:
AB150-engrossed,1649,2018
183.0204
(2) The
secretary of state's
department's filing of the articles of
19organization is conclusive proof that the limited liability company is organized and
20formed under this chapter.
AB150-engrossed,1649,24
22183.0906 Articles of dissolution. (intro.) After the dissolution of a limited
23liability company under s. 183.0901, the limited liability company may file articles
24of dissolution with the
secretary of state department that include all of the following:
AB150-engrossed,1650,3
1183.1002
(1) A foreign limited liability company may not transact business in
2this state until it obtains a certificate of registration from the
secretary of state 3department.
AB150-engrossed,1650,105
183.1003
(5) (b) The foreign limited liability company shall pay the amount
6owed under par. (a) to the
secretary of state department. The
secretary of state 7department may not issue a certificate of registration to the foreign limited liability
8company until the amount owed is paid. The attorney general may enforce a foreign
9limited liability company's obligation to pay to the
secretary of state department any
10amount owed under par. (a).
AB150-engrossed,1650,15
12183.1004 Application for certificate of registration. (intro.) A foreign
13limited liability company may apply for a certificate of registration to transact
14business in this state by delivering an application to the
secretary of state 15department for filing. The application shall include all of the following:
AB150-engrossed,1650,2017
183.1006
(1) (intro.) A foreign limited liability company authorized to transact
18business in this state shall obtain an amended certificate of registration from the
19secretary of state department if the foreign limited liability company changes any of
20the following: