SB176: Bill Text

SB176,87,19 183.0105 (2) (c) In the case of a foreign limited liability company, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. A change under this paragraph is effective on the date the annual report is filed by the office of the department secretary of state.

SB176, s. 317 Section 317. 183.0105 (4) of the statutes is amended to read:

SB176,88,2 183.0105 (4) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any limited liability company for which that person is the registered agent by notifying the limited liability company in writing of the change and by signing, either manually or in facsimile, and delivering to the department secretary of state for filing a statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.

SB176, s. 318 Section 318. 183.0105 (5) (intro.) of the statutes is amended to read:

SB176,88,6 183.0105 (5) (intro.)  The registered agent of a limited liability company may resign as registered agent by delivering to the department secretary of state for filing a written statement that includes all of the following information:

SB176, s. 319 Section 319. 183.0105 (6) of the statutes is amended to read:

SB176,88,10 183.0105 (6) After filing the statement required under sub. (5), the department secretary of state shall mail a copy of the statement to the limited liability company at its principal office.

SB176, s. 320 Section 320. 183.0105 (8) (c) of the statutes is amended to read:

SB176,88,16 183.0105 (8) (c) If the address of the limited liability company's principal office cannot be determined from the records of the department secretary of state, the limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the department secretary of state, is located.

SB176, s. 321 Section 321. 183.0107 (1) of the statutes is amended to read:

SB176,88,22 183.0107 (1) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the department office of the secretary of state shall be executed by a manager, if management of the limited liability company is vested in a manager or managers, or any member, if management of the limited liability company is reserved to the members.

SB176, s. 322 Section 322. 183.0107 (3) of the statutes is amended to read:

SB176,89,3 183.0107 (3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the department secretary of state.

SB176, s. 323 Section 323. 183.0108 (1) (intro.) of the statutes is amended to read:

SB176,89,8 183.0108 (1) (intro.)  Except as provided in sub. (3), to be filed under s. 183.0110, a document required or permitted to be filed under this chapter with the department in the office of the secretary of state shall satisfy all of the following requirements:

SB176, s. 324 Section 324. 183.0108 (1) (e) of the statutes is amended to read:

SB176,89,11 183.0108 (1) (e) Be on the form prescribed by the department secretary of state if the document is described in s. 183.0109 (1).

SB176, s. 325 Section 325. 183.0108 (1) (f) of the statutes is amended to read:

SB176,89,15 183.0108 (1) (f) Be delivered to the office of the department secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 183.0114.

SB176, s. 326 Section 326. 183.0108 (2) of the statutes is amended to read:

SB176,89,19 183.0108 (2) The department secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

SB176, s. 327 Section 327. 183.0108 (3) of the statutes is amended to read:

SB176,89,23 183.0108 (3) The department secretary of state may waive any of the requirements of subs. (1) and (2) and of s. 183.0107 if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

SB176, s. 328 Section 328. 183.0109 (1) (a) (intro.) of the statutes is amended to read:

SB176,90,2 183.0109 (1) (a) (intro.) The department secretary of state shall prescribe, and furnish on request, forms for all of the following documents:

SB176, s. 329 Section 329. 183.0109 (1) (b) of the statutes is amended to read:

SB176,90,6 183.0109 (1) (b) The forms prescribed by the department secretary of state under par. (a) 1. to 4. shall require disclosure of only the information required under ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.

SB176, s. 330 Section 330. 183.0109 (2) of the statutes is amended to read:

SB176,90,10 183.0109 (2) The department secretary of state may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

SB176, s. 331 Section 331. 183.0110 (title) of the statutes is amended to read:

SB176,90,13 183.0110 (title) Filing duty of department of financial institutions secretary of state.

SB176, s. 332 Section 332. 183.0110 (1) of the statutes is amended to read:

SB176,90,20 183.0110 (1) Upon receipt of a document by the department office of the secretary of state for filing under this chapter, the department secretary of state shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The department secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

SB176, s. 333 Section 333. 183.0110 (2) of the statutes is amended to read:

SB176,91,3 183.0110 (2) (a) Except as provided in par. (b), if a document satisfies s. 183.0108 and the terms of the document satisfy the applicable provisions of this chapter, the department secretary of state shall file the document by stamping or otherwise endorsing "filed", together with the department's secretary of state's name, on both the original and the document copy. After filing a document, the department secretary of state shall deliver the document copy to the domestic limited liability company or foreign limited liability company, or its representative.

SB176,91,8 (b) If a domestic limited liability company or foreign limited liability company is in default in the payment of any fee required under this chapter, the department secretary of state shall refuse to file any document relating to the domestic limited liability company or foreign limited liability company until all delinquent fees are paid by the domestic limited liability company or foreign limited liability company.

SB176, s. 334 Section 334. 183.0110 (3) of the statutes is amended to read:

SB176,91,15 183.0110 (3) (a) If the department secretary of state refuses to file a document, the department secretary of state shall return it to the domestic limited liability company or foreign limited liability company, or its representative, within 5 business days after the date on which the document is received by the department office of the secretary of state for filing, together with a brief, written explanation of the reason for the refusal.

SB176,91,18 (b) The department's secretary of state's failure to either file or return a document within 5 business days after the date on which it is received constitutes a refusal to file the document.

SB176,92,2 (c) Except as provided in s. 183.0112 (3), if a document that had been refused for filing by the department secretary of state is resubmitted to and filed by the department secretary of state, the effective date of the filed document under s. 183.0111 is the date that the resubmitted document is received by the department office of the secretary of state for filing or a delayed effective date specified in the resubmitted document in accordance with s. 183.0111 (2). The effective time of the resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever is applicable.

SB176, s. 335 Section 335. 183.0110 (4) (intro.) of the statutes is amended to read:

SB176,92,6 183.0110 (4) (intro.)  Except as provided in s. 183.0204 (2), the department's secretary of state's filing of a document or refusal to file a document does not do any of the following:

SB176, s. 336 Section 336. 183.0111 (1) (a) (intro.) of the statutes is amended to read:

SB176,92,12 183.0111 (1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7), 183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the department secretary of state under this chapter is effective on the date that it is received by the department office of the secretary of state for filing and at any of the following times on that date:

SB176, s. 337 Section 337. 183.0111 (1) (b) of the statutes is amended to read:

SB176,92,16 183.0111 (1) (b) The date that a document is received by the department secretary of state is determined by the department's secretary of state's endorsement on the original document under s. 183.0110 (1).

SB176, s. 338 Section 338. 183.0112 (1) of the statutes is amended to read:

SB176,92,22 183.0112 (1) A domestic limited liability company or foreign limited liability company may correct a document that is filed by the department secretary of state 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.

SB176, s. 339 Section 339. 183.0112 (2) (intro.) of the statutes is amended to read:

SB176,93,2 183.0112 (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 department secretary of state for filing articles of correction that satisfy all of the following:

SB176, s. 340 Section 340. 183.0113 (1) of the statutes is amended to read:

SB176,93,6 183.0113 (1) Any person may obtain from the department secretary of state, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.

SB176, s. 341 Section 341. 183.0113 (2) (b) 1m. of the statutes is amended to read:

SB176,93,10 183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the department secretary of state an annual report required by s. 183.0120.

SB176, s. 342 Section 342. 183.0113 (3) of the statutes is amended to read:

SB176,93,13 183.0113 (3) The certificate of status may include other facts of record in the department office of the secretary of state that are requested.

SB176, s. 343 Section 343. 183.0113 (4) of the statutes is amended to read:

SB176,93,19 183.0113 (4) Upon request, the department secretary of state 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).

SB176, s. 344 Section 344. 183.0113 (5) of the statutes is amended to read:

SB176,93,24 183.0113 (5) Subject to any qualification stated in a certificate or statement of status issued by the department secretary of state, 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.

SB176, s. 345 Section 345. 183.0113 (6) of the statutes is amended to read:

SB176,94,4 183.0113 (6) Upon request by telephone or otherwise, the department secretary of state 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).

SB176, s. 346 Section 346. 183.0114 (1) (intro.) of the statutes is amended to read:

SB176,94,8 183.0114 (1) (intro.)  The department secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing, or, under pars. (e) and (f), the telephone applications are made:

SB176, s. 347 Section 347. 183.0120 (1) (intro.) of the statutes is amended to read:

SB176,94,12 183.0120 (1) (intro.)  Each foreign limited liability company registered to transact business in this state shall file with the department office of the secretary of state an annual report that includes all of the following information:

SB176, s. 348 Section 348. 183.0120 (2) of the statutes is amended to read:

SB176,94,19 183.0120 (2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the department secretary of state.

SB176, s. 349 Section 349. 183.0120 (3) of the statutes is amended to read:

SB176,94,25 183.0120 (3) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department 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.

SB176, s. 350 Section 350. 183.0120 (4) of the statutes is amended to read:

SB176,95,4 183.0120 (4) If an annual report does not contain the information required by this section, the department secretary of state shall promptly notify the reporting foreign limited liability company in writing and return the report to it for correction.

SB176, s. 351 Section 351. 183.0120 (5) of the statutes is amended to read:

SB176,95,7 183.0120 (5) An annual report is effective on the date that it is filed by the department secretary of state.

SB176, s. 352 Section 352. 183.0201 of the statutes is amended to read:

SB176,95,12 183.0201 Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the department secretary of state for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter.

SB176, s. 353 Section 353. 183.0203 (2) (intro.) of the statutes is amended to read:

SB176,95,16 183.0203 (2) (intro.)  A limited liability company amending its articles of organization shall deliver to the department secretary of state for filing articles of amendment that include all of the following information:

SB176, s. 354 Section 354. 183.0204 (2) of the statutes is amended to read:

SB176,95,20 183.0204 (2) The department's secretary of state's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

SB176, s. 355 Section 355. 183.0906 (intro.) of the statutes is amended to read:

SB176,95,24 183.0906 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 department secretary of state that include all of the following:

SB176, s. 356 Section 356. 183.1002 (1) of the statutes is amended to read:

SB176,96,3 183.1002 (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the department secretary of state.

SB176, s. 357 Section 357. 183.1003 (5) (b) of the statutes is amended to read:

SB176,96,10 183.1003 (5) (b) The foreign limited liability company shall pay the amount owed under par. (a) to the department secretary of state. The department secretary of state may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the department secretary of state any amount owed under par. (a).

SB176, s. 358 Section 358. 183.1004 (intro.) of the statutes is amended to read:

SB176,96,15 183.1004 Application for certificate of registration. (intro.) A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the department secretary of state for filing. The application shall include all of the following:

SB176, s. 359 Section 359. 183.1006 (1) (intro.) of the statutes is amended to read: