AB923: Bill Text

AB923, s. 69 Section 69. 452.09 (1) (e) of the statutes is amended to read:

AB923,23,6 452.09 (1) (e) Any other information which the department may reasonably re quire to enable it to determine the competency of each applicant, including each member of the partnership, or each officer of the corporation, to transact the business of a broker or salesperson in a manner which safeguards the interests of the public. In this paragraph, "applicant" includes each member of a partnership, each officer of a corporation, each manager of a limited liability company whose articles of orga nization vest management in one or more managers and each member of a limited liability company whose articles of organization do not vest management in one or more managers.

AB923, s. 70 Section 70. 452.10 (1) of the statutes is amended to read:

AB923,23,14 452.10 (1) An application shall be verified by the applicant. If made by a part nership it shall be verified by at least 2 members a member. If made by a corporation it shall be verified by the president and secretary an officer of the corporation. If made by a limited liability company whose articles of organization vest management in one or more managers, it shall be verified by a manager. If made by a limited liabil ity company whose articles of organization do not vest management in one or more managers, it shall be verified by a member.

AB923, s. 71 Section 71. 452.12 (2) (title) of the statutes is amended to read:

AB923,23,16 452.12 (2) (title) Corporations; partnerships; limited liability companies.

AB923, s. 72 Section 72. 452.12 (2) (bm) of the statutes is created to read:

AB923,23,24 452.12 (2) (bm) A license may be issued to a limited liability company if the lim ited liability company has reserved management to its members and has at least one member who is a licensed broker or if the limited liability company has vested man agement in one or more managers and has at least one manager who is a licensed broker. The license issued to the limited liability company entitles each member or manager, respectively, of the limited liability company who is a licensed broker to act as a broker on behalf of the limited liability company.

AB923, s. 73 Section 73. 452.12 (2) (c) of the statutes is amended to read:

AB923,24,8 452.12 (2) (c) Application for a corporate or, partnership or limited liability company license shall be made on forms prescribed by the department, listing the names and addresses of all officers and of the corporation, partners of the partner ship and members if management is reserved to members or managers if manage ment is vested in one or more managers of the limited liability company, and shall be accompanied by the fee specified in s. 440.05 (1). If there is a change in any of the officers or, partners, members or managers, the change shall be reported to the de partment, on the same form, within 30 days after the effective date of the change.

AB923, s. 74 Section 74. 452.14 (4) of the statutes is amended to read:

AB923,24,17 452.14 (4) If a broker is a company it shall be sufficient cause for reprimand or for the limitation, suspension or revocation of a broker's license that any officer, director or trustee of the company, or any member of a partnership, any member of a limited liability company if management is reserved to members or any manager if management is vested in one or more managers, or anyone who has a financial in terest in or is in any way connected with the operation of a brokerage business, has been guilty of any act or omission which would be cause for refusing a broker's license to such person as an individual.

AB923, s. 75 Section 75. 452.22 (2) of the statutes is amended to read:

AB923,25,2 452.22 (2) The certificate of the secretary or his or her designee to the effect that a specified individual, partnership or, corporation or limited liability company is not or was not on a specified date the holder of a broker's, salesperson's or time-share salesperson's license or registration, or that a specified license or registration was not in effect on a date specified, or as to the issuance, limitation, suspension or re vocation of any license or registration or the reprimand of any holder thereof, the fil ing or withdrawal of any application or its existence or nonexistence, is prima facie evidence of the facts therein stated for all purposes in any action or proceedings.

AB923, s. 76 Section 76. 551.02 (13) (b) of the statutes is amended to read:

AB923,25,14 551.02 (13) (b) "Security" does not include any fixed or variable insurance or endowment policy or annuity contract under which an insurer promises to pay money either in a lump sum or periodically for life or some other specified period; any beneficial interest in any voluntary inter vivos trust not created for the purpose of carrying on any business or solely for the purpose of voting; or any beneficial interest in any testamentary trust; or any member's interest that includes all of the rights set forth in s. 183.0102 (11) in a limited liability company organized under ch. 183 if the aggregate number of members of the limited liability company, after the inter est is transferred sold, does not exceed 15 and the right to manage, and the articles of organization do not vest management of the limited liability company is vested in its members in one or more managers.

AB923, s. 77 Section 77. 551.02 (13) (c) of the statutes is amended to read:

AB923,26,3 551.02 (13) (c) "Security" Except as provided in par. (b), "security" is presumed to include an a member's interest in a limited liability company organized under ch. 183 if the right to manage articles of organization vest management of the limited liability company is vested in, or if the operating agreement delegates the essential managerial responsibility of the limited liability company to, one or more managers who are not members, or if the aggregate number of members of the limited liability company, after the interest is sold, exceeds 35. "Security" is not presumed not to in clude an a member's interest in a limited liability company organized under ch. 183 if the aggregate number of members of the limited liability company, after the inter est is sold, does not exceed 35 and the right to manage articles of organization do not vest management of the limited liability company is vested in, nor does the operating agreement delegate the essential managerial responsibilities of the limited liability company to its members one or more managers who are not members.

AB923, s. 78 Section 78. 628.04 (1) (b) 1. of the statutes is amended to read:

AB923,26,9 628.04 (1) (b) 1. That if a natural person, the applicant has the intent in good faith to do business as an intermediary or, if a corporation, partnership or limited liability company, has that intent and has included that purpose in the articles of in corporation, association or organization certificate of limited partnership or general partnership agreement or limited liability company operating agreement;

AB923, s. 79 Section 79. Chapter 776 of the statutes is repealed.

AB923, s. 80 Section 80. 813.02 (3) of the statutes is repealed.

AB923, s. 81 Section 81. 813.09 of the statutes is repealed.

AB923, s. 82 Section 82. 891.20 of the statutes is amended to read:

AB923,27,6 891.20 Articles of incorporation, presumptions. Any Except as provided in s. 180.0203 (2), any charter or patent of incorporation which shall have been issued by the governor or secretary of state, or both, to any corporation under any law of the state; any certificate of organization or association of any corporation or joint stock company; the articles of organization of a limited liability company; the articles of association or organization of any corporation, or a certified copy thereof, which shall have been filed or recorded in the office of the secretary of state, or recorded in the office of any register of deeds or filed or recorded in the office of any clerk of the circuit court under any law of the state; any certificate or resolution for the purpose of amendment, and every amendment in any form, of the charter, patent, certificate or articles of association or organization or of the name, corporate powers or purposes of any corporation or limited liability company, filed or recorded in either of said offices and a certified copy of any such document so filed or recorded shall be received as conclusive evidence of the existence of the corporation, limited liability company or joint stock company mentioned therein, or of the due amendment of the charter, patent, certificate or articles of association or organization thereof in all cases where such facts are only collaterally involved; and as presumptive evidence thereof and of the facts therein stated in all other cases.

AB923, s. 83 Section 83. 972.085 of the statutes is amended to read:

AB923,27,14 972.085 Immunity; use standard. Immunity from criminal or forfeiture pro secution under ss. 13.35, 17.16 (7), 77.61 (12), 93.17, 111.07 (2) (b), 128.16, 133.15, 139.20, 139.39 (5), 195.048, 196.48, 551.56 (3), 553.55 (3), 601.62 (5), 767.47 (4), 767.65 (21), 776.23, 885.15, 885.24, 885.25 (2), 891.39 (2), 968.26, 972.08 (1) and 979.07 (1), provides immunity only from the use of the compelled testimony or evi dence in subsequent criminal or forfeiture proceedings, as well as immunity from the use of evidence derived from that compelled testimony or evidence.

AB923, s. 84 Section 84. Initial applicability.

AB923,27,20 (1)  The treatment of section 71.07 (7) (b) of the statutes first applies to a tax able year of a limited liability company that begins on January 1, 1995, and first ap plies to the appropriate taxable year of a member of a limited liability company to conform the member's treatment of the credit to the limited liability company's treat ment.

AB923,27,23 (2)  The renumbering and amendment of section 180.1915 of the statutes and the creation of section 180.1915 (1) and (2) of the statutes first apply to civil actions commenced on the effective date of this subsection.

AB923,27,24 (End)