SB176: Bill Text

SB176,98,21 183.1011 (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 department secretary of state for filing. The application shall include all of the following:

SB176, s. 369 Section 369. 183.1011 (2) (e) of the statutes is amended to read:

SB176,98,25 183.1011 (2) (e) A commitment to notify the department secretary of state in the future of any change in the mailing address of the foreign limited liability company principal office.

SB176, s. 370 Section 370. 183.1020 (1) (intro.) of the statutes is amended to read:

SB176,99,5 183.1020 (1) (intro.)  Except as provided in sub. (2), the department 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:

SB176, s. 371 Section 371. 183.1020 (1) (a) of the statutes is amended to read:

SB176,99,8 183.1020 (1) (a) The foreign limited liability company fails to file its annual report with the department secretary of state within 4 months after it is due.

SB176, s. 372 Section 372. 183.1020 (1) (b) of the statutes is amended to read:

SB176,99,12 183.1020 (1) (b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the department secretary of state under this chapter.

SB176, s. 373 Section 373. 183.1020 (1) (d) of the statutes is amended to read:

SB176,99,18 183.1020 (1) (d) The foreign limited liability company does not inform the department 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.

SB176, s. 374 Section 374. 183.1020 (1) (f) of the statutes is amended to read:

SB176,99,24 183.1020 (1) (f) The department 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.

SB176, s. 375 Section 375. 183.1020 (2) of the statutes is amended to read:

SB176,100,5 183.1020 (2) If the department 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 department secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

SB176, s. 376 Section 376. 183.1020 (3) of the statutes is amended to read:

SB176,100,11 183.1020 (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 department secretary of state of the action, and the department secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

SB176, s. 377 Section 377. 183.1021 (1) of the statutes is amended to read:

SB176,100,16 183.1021 (1) If the department secretary of state determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the department secretary of state shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.

SB176, s. 378 Section 378. 183.1021 (2) of the statutes is amended to read:

SB176,100,22 183.1021 (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 department secretary of state that each ground determined by the department secretary of state does not exist.

SB176,101,3 (b) If the foreign limited liability company fails to satisfy par. (a), the department 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 department secretary of state shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.

SB176, s. 379 Section 379. 183.1021 (4) of the statutes is amended to read:

SB176,101,11 183.1021 (4) If the department 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.

SB176, s. 380 Section 380. 183.1022 (1) of the statutes is amended to read:

SB176,101,20 183.1022 (1) A foreign limited liability company may appeal the department's 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 department's secretary of state's certificate of revocation.

SB176, s. 381 Section 381. 183.1022 (2) of the statutes is amended to read:

SB176,101,24 183.1022 (2) The court may order the department secretary of state to reinstate the certificate of registration or may take any other action that the court considers appropriate.

SB176, s. 382 Section 382. 183.1204 (1) (intro.) of the statutes is amended to read:

SB176,102,3 183.1204 (1) (intro.)  The surviving limited liability company shall deliver to the department secretary of state articles of merger, executed by each party to the plan of merger, that include all of the following:

SB176, s. 383 Section 383. 183.1301 of the statutes is amended to read:

SB176,102,14 183.1301 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 department secretary of state, 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 department secretary of state to file the appropriate articles or other document.

SB176, s. 384 Section 384. 185.01 (3m) of the statutes is repealed.

SB176, s. 385 Section 385. 185.05 (3) of the statutes is amended to read:

SB176,102,22 185.05 (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 department secretary of state shall issue a certificate of incorporation. The department secretary of state 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.

SB176, s. 386 Section 386. 185.08 (3) of the statutes is amended to read:

SB176,103,2 185.08 (3) A registered agent may resign by mailing a written notice to both the department secretary of state 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 department secretary of state, whichever is sooner.

SB176, s. 387 Section 387. 185.31 (3) of the statutes is amended to read:

SB176,103,15 185.31 (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 department secretary of state a report showing the names and addresses of all directors.

SB176, s. 388 Section 388. 185.35 (1) of the statutes is amended to read:

SB176,103,25 185.35 (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 department secretary of state, 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.

SB176, s. 389 Section 389. 185.48 (2) of the statutes is amended to read:

SB176,104,7 185.48 (2) The annual report shall be made on forms furnished by the department secretary of state, and the information therein contained shall be given as of the date of the execution of the report. The department secretary of state 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.

SB176, s. 390 Section 390. 185.48 (3) of the statutes is amended to read:

SB176,104,15 185.48 (3) The annual report shall be delivered to the department secretary of state in each year following the year in which the cooperative's articles are filed by the department secretary of state, 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.

SB176, s. 391 Section 391. 185.48 (4) of the statutes is amended to read:

SB176,104,18 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the department secretary of state of $26.

SB176, s. 392 Section 392. 185.48 (5) of the statutes is amended to read:

SB176,105,3 185.48 (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 department secretary of state 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 department secretary of state shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the department secretary of state shall not accept for filing any document respecting such cooperative except those incident to its dissolution.

SB176, s. 393 Section 393. 185.48 (6) of the statutes is amended to read:

SB176,105,8 185.48 (6) The cooperative may be restored to good standing by delivering to the department secretary of state 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.

SB176, s. 394 Section 394. 185.53 (2) of the statutes is amended to read:

SB176,105,12 185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the department secretary of state may then issue a certificate of amendment.

SB176, s. 395 Section 395. 185.62 (1m) of the statutes is amended to read:

SB176,105,23 185.62 (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, with the department in the office of the secretary of state and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

SB176, s. 396 Section 396. 185.72 (3) (a) of the statutes is amended to read:

SB176,106,4 185.72 (3) (a) If it is established by the records in the department office of the secretary of state that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department secretary of state may involuntarily dissolve the cooperative in the following manner:

SB176,106,6 1. The department secretary of state shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

SB176,106,11 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 department secretary of state 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.

SB176,106,13 3. The department secretary of state shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

SB176, s. 397 Section 397. 185.72 (3) (bm) of the statutes is amended to read:

SB176,106,17 185.72 (3) (bm) The department secretary of state shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:

SB176,106,20 1. The cooperative files with the department secretary of state 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.

SB176,106,23 2. The cooperative pays to the department secretary of state $100 in liquidated damages to cover the efforts of the department secretary of state in rescinding the involuntary dissolution.

SB176, s. 398 Section 398. 185.815 (intro.) of the statutes is amended to read:

SB176,107,3 185.815 Recording change of principal office or registered agent. (intro.) If a document submitted to the department secretary of state for filing under this chapter changes the county of the principal office or of the registered agent:

SB176, s. 399 Section 399. 185.815 (1) of the statutes is amended to read:

SB176,107,6 185.815 (1) An original of the document or a duplicate original endorsed by the department secretary of state shall be recorded in each county;

SB176, s. 400 Section 400. 185.815 (3) of the statutes is amended to read:

SB176,107,10 185.815 (3) A certificate of the department secretary of state listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.

SB176, s. 401 Section 401. 185.82 (1) (a) of the statutes is amended to read:

SB176,107,14 185.82 (1) (a) Separate originals of the document for the department secretary of state and for the register of deeds of each county in which the document is required to be recorded.

SB176, s. 402 Section 402. 185.82 (1) (b) of the statutes is amended to read:

SB176,107,17 185.82 (1) (b) A check payable to the department secretary of state in the amount of the filing fee prescribed under s. 185.83.

SB176, s. 403 Section 403. 185.82 (2) (a) of the statutes is amended to read:

SB176,107,21 185.82 (2) (a) Unless the document does not conform to law, the department secretary of state shall endorse on each original "Filed" and the date of filing and shall file one original.

SB176, s. 404 Section 404. 185.82 (2) (b) of the statutes is amended to read:

SB176,107,25 185.82 (2) (b) The department secretary of state shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the department secretary of state, within 5 days of filing.

SB176, s. 405 Section 405. 185.82 (3) of the statutes is amended to read:

SB176,108,6 185.82 (3) Each week the department secretary of state shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative's principal office or registered agent, and the date of filing.

SB176, s. 406 Section 406. 185.82 (4) of the statutes is amended to read:

SB176,108,11 185.82 (4) A document required to be filed and recorded under this chapter is effective on filing with the department secretary of state, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.

SB176, s. 407 Section 407. 185.82 (5) of the statutes is amended to read:

SB176,108,17 185.82 (5) A document filed with the department secretary of state under this chapter before May 7, 1982 is effective unless the records of the department secretary of state show that the document was recognized as ineffective because of a recording defect and the department secretary of state or the cooperative acted in reliance on the ineffectiveness of the document.

SB176, s. 408 Section 408. 185.82 (6) (a) (intro.) of the statutes is amended to read:

SB176,108,20 185.82 (6) (a) (intro.) The department secretary of state may waive any of the following:

SB176, s. 409 Section 409. 185.82 (6) (a) 2. of the statutes is amended to read:

SB176,108,24 185.82 (6) (a) 2. An omission or defect in a document, if the department secretary of state determines from the face of the document that the omission or defect is immaterial.

SB176, s. 410 Section 410. 185.83 (1) (intro.) of the statutes is amended to read: