SB176, s. 344
20Section
344. 183.0113 (5) of the statutes is amended to read:
SB176,93,2421
183.0113
(5) Subject to any qualification stated in a certificate or statement of
22status issued by the
department secretary of state, the certificate or statement is
23conclusive evidence that the domestic limited liability company or foreign limited
24liability company is in existence or is authorized to transact business in this state.
SB176, s. 345
25Section
345. 183.0113 (6) of the statutes is amended to read:
SB176,94,4
1183.0113
(6) Upon request by telephone or otherwise, the
department 2secretary of state shall confirm, by telephone, any of the information required in a
3certificate of status under sub. (2) and may confirm any other information permitted
4under sub. (3).
SB176, s. 346
5Section
346. 183.0114 (1) (intro.) of the statutes is amended to read:
SB176,94,86
183.0114
(1) (intro.) The
department secretary of state shall collect the
7following fees when the documents described in this subsection are delivered for
8filing, or, under pars. (e) and (f), the telephone applications are made:
SB176, s. 347
9Section
347. 183.0120 (1) (intro.) of the statutes is amended to read:
SB176,94,1210
183.0120
(1) (intro.) Each foreign limited liability company registered to
11transact business in this state shall file with the
department office of the secretary
12of state an annual report that includes all of the following information:
SB176, s. 348
13Section
348. 183.0120 (2) of the statutes is amended to read:
SB176,94,1914
183.0120
(2) Information in the annual report shall be current as of the date
15on which the annual report is executed on behalf of a foreign limited liability
16company, except that the information required by sub. (1) (e) shall be current as of
17the close of the foreign limited liability company's fiscal year immediately before the
18date by which the annual report is required to be delivered to the
department 19secretary of state.
SB176, s. 349
20Section
349. 183.0120 (3) of the statutes is amended to read:
SB176,94,2521
183.0120
(3) A foreign limited liability company registered to transact business
22in this state shall deliver its annual report to the
department secretary of state 23during the first calendar quarter of each year following the calendar year in which
24the foreign limited liability company becomes registered to transact business in this
25state.
SB176, s. 350
1Section
350. 183.0120 (4) of the statutes is amended to read:
SB176,95,42
183.0120
(4) If an annual report does not contain the information required by
3this section, the
department secretary of state shall promptly notify the reporting
4foreign limited liability company in writing and return the report to it for correction.
SB176, s. 351
5Section
351. 183.0120 (5) of the statutes is amended to read:
SB176,95,76
183.0120
(5) An annual report is effective on the date that it is filed by the
7department secretary of state.
SB176, s. 352
8Section
352. 183.0201 of the statutes is amended to read:
SB176,95,12
9183.0201 Organization. One or more persons may organize a limited liability
10company by signing and delivering articles of organization to the
department 11secretary of state for filing. The organizer or organizers need not be members of the
12limited liability company at the time of organization or thereafter.
SB176, s. 353
13Section
353. 183.0203 (2) (intro.) of the statutes is amended to read:
SB176,95,1614
183.0203
(2) (intro.) A limited liability company amending its articles of
15organization shall deliver to the
department secretary of state for filing articles of
16amendment that include all of the following information:
SB176, s. 354
17Section
354. 183.0204 (2) of the statutes is amended to read:
SB176,95,2018
183.0204
(2) The
department's secretary of state's filing of the articles of
19organization is conclusive proof that the limited liability company is organized and
20formed under this chapter.
SB176, s. 355
21Section
355. 183.0906 (intro.) of the statutes is amended to read:
SB176,95,24
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
department secretary of state that include all of the following:
SB176, s. 356
25Section
356. 183.1002 (1) of the statutes is amended to read:
SB176,96,3
1183.1002
(1) A foreign limited liability company may not transact business in
2this state until it obtains a certificate of registration from the
department secretary
3of state.
SB176, s. 357
4Section
357. 183.1003 (5) (b) of the statutes is amended to read:
SB176,96,105
183.1003
(5) (b) The foreign limited liability company shall pay the amount
6owed under par. (a) to the
department secretary of state. The
department secretary
7of state 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
department secretary of state any
10amount owed under par. (a).
SB176, s. 358
11Section
358. 183.1004 (intro.) of the statutes is amended to read:
SB176,96,15
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
department secretary of
15state for filing. The application shall include all of the following:
SB176, s. 359
16Section
359. 183.1006 (1) (intro.) of the statutes is amended to read:
SB176,96,2017
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
19department secretary of state if the foreign limited liability company changes any of
20the following:
SB176, s. 360
21Section
360. 183.1008 (1) (intro.) of the statutes is amended to read:
SB176,96,2522
183.1008
(1) (intro.) A foreign limited liability company authorized to transact
23business in this state may change its registered office or registered agent, or both,
24by delivering to the
department secretary of state for filing a statement of change
25that includes all of the following:
SB176, s. 361
1Section
361. 183.1008 (2) of the statutes is amended to read:
SB176,97,82
183.1008
(2) If a registered agent changes the street address of the registered
3agent's business office, the registered agent may change the street address of the
4registered office of any foreign limited liability company for which the person is the
5registered agent by notifying the foreign limited liability company in writing of the
6change and by signing, either manually or in facsimile, and delivering to the
7department secretary of state for filing a statement that complies with sub. (1) and
8recites that the foreign limited liability company has been notified of the change.
SB176, s. 362
9Section
362. 183.1009 (1) (intro.) of the statutes is amended to read:
SB176,97,1210
183.1009
(1) (intro.) The registered agent of a foreign limited liability
11company may resign by signing and delivering to the
department secretary of state 12for filing a statement of resignation that includes all of the following information:
SB176, s. 363
13Section
363. 183.1009 (2) of the statutes is amended to read:
SB176,97,1514
183.1009
(2) After filing the statement, the
department secretary of state shall
15mail a copy to the foreign limited liability company at its principal office.
SB176, s. 364
16Section
364. 183.1010 (4) (a) (intro.) of the statutes is amended to read:
SB176,97,2217
183.1010
(4) (a) (intro.) With respect to a foreign limited liability company
18described in sub. (2) or (3), the foreign limited liability company may be served by
19registered or certified mail, return receipt requested, addressed to the foreign
20limited liability company at its principal office as shown on the records of the
21department secretary of state, except as provided in par. (b). Service is perfected
22under this paragraph at the earliest of the following:
SB176, s. 365
23Section
365. 183.1010 (4) (b) 1. of the statutes is amended to read:
SB176,98,524
183.1010
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
25limited liability company's principal office cannot be determined from the records of
1the
department secretary of state, the foreign limited liability company may be
2served by publishing a class 3 notice, under ch. 985, in the community where the
3foreign limited liability company's principal office or, if not in this state, its registered
4office, as most recently designated in the records of the
department secretary of state,
5is located.
SB176, s. 366
6Section
366. 183.1010 (4) (b) 2. of the statutes is amended to read:
SB176,98,127
183.1010
(4) (b) 2. If a process, notice or demand is served by the
department 8secretary of state on a foreign limited liability company under s. 183.1021 and the
9address of the foreign limited liability company's principal office cannot be
10determined from the records of the
department secretary of state, the foreign limited
11liability company may be served by publishing a class 2 notice, under ch. 985, in the
12official state newspaper.
SB176, s. 367
13Section
367. 183.1011 (1) of the statutes is amended to read:
SB176,98,1614
183.1011
(1) A foreign limited liability company authorized to transact
15business in this state may not withdraw from this state until it obtains a certificate
16of withdrawal from the
department secretary of state.
SB176, s. 368
17Section
368. 183.1011 (2) (intro.) of the statutes is amended to read:
SB176,98,2118
183.1011
(2) (intro.) A foreign limited liability company authorized to transact
19business in this state may apply for a certificate of withdrawal by delivering an
20application to the
department secretary of state for filing. The application shall
21include all of the following:
SB176, s. 369
22Section
369. 183.1011 (2) (e) of the statutes is amended to read:
SB176,98,2523
183.1011
(2) (e) A commitment to notify the
department secretary of state in
24the future of any change in the mailing address of the foreign limited liability
25company principal office.
SB176, s. 370
1Section
370. 183.1020 (1) (intro.) of the statutes is amended to read:
SB176,99,52
183.1020
(1) (intro.) Except as provided in sub. (2), the
department secretary
3of state may bring a proceeding under s. 183.1021 to revoke the certificate of
4registration of a foreign limited liability company registered to transact business in
5this state if any of the following applies:
SB176, s. 371
6Section
371. 183.1020 (1) (a) of the statutes is amended to read:
SB176,99,87
183.1020
(1) (a) The foreign limited liability company fails to file its annual
8report with the
department secretary of state within 4 months after it is due.
SB176, s. 372
9Section
372. 183.1020 (1) (b) of the statutes is amended to read:
SB176,99,1210
183.1020
(1) (b) The foreign limited liability company does not pay, within 4
11months after they are due, any fees or penalties due the
department secretary of
12state under this chapter.
SB176, s. 373
13Section
373. 183.1020 (1) (d) of the statutes is amended to read:
SB176,99,1814
183.1020
(1) (d) The foreign limited liability company does not inform the
15department secretary of state under s. 183.1008 or 183.1009 that its registered agent
16or registered office has changed, that its registered agent has resigned or that its
17registered office has been discontinued, within 6 months of the change, resignation
18or discontinuance.
SB176, s. 374
19Section
374. 183.1020 (1) (f) of the statutes is amended to read:
SB176,99,2420
183.1020
(1) (f) The
department secretary of state receives an authenticated
21certificate from the secretary of state or other official having custody of limited
22liability company records in the state or country under whose law the foreign limited
23liability company is incorporated stating that it has been dissolved or disappeared
24as the result of a merger.
SB176, s. 375
25Section
375. 183.1020 (2) of the statutes is amended to read:
SB176,100,5
1183.1020
(2) If the
department secretary of state receives a certificate under
2sub. (1) (f) and a statement by the foreign limited liability company that the
3certificate is submitted by the foreign limited liability company to terminate its
4registration to transact business in this state, the
department secretary of state shall
5issue a certificate of revocation under s. 183.1021 (2) (b).
SB176, s. 376
6Section
376. 183.1020 (3) of the statutes is amended to read:
SB176,100,117
183.1020
(3) A court may revoke under s. 946.87 the certificate of registration
8of a foreign limited liability company registered to transact business in this state.
9The court shall notify the
department secretary of state of the action, and the
10department secretary of state shall issue a certificate of revocation under s. 183.1021
11(2) (b).
SB176, s. 377
12Section
377. 183.1021 (1) of the statutes is amended to read:
SB176,100,1613
183.1021
(1) If the
department secretary of state determines that one or more
14grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the
15department secretary of state shall serve the foreign limited liability company under
16s. 183.1010 with written notice of the determination.
SB176, s. 378
17Section
378. 183.1021 (2) of the statutes is amended to read:
SB176,100,2218
183.1021
(2) (a) Within 60 days after service of the notice is perfected under
19s. 183.1010, the foreign limited liability company shall correct each ground for
20revocation or demonstrate to the reasonable satisfaction of the
department secretary
21of state that each ground determined by the
department secretary of state does not
22exist.
SB176,101,323
(b) If the foreign limited liability company fails to satisfy par. (a), the
24department secretary of state may revoke the foreign limited liability company's
25certificate of registration by signing a certificate of revocation that recites each
1ground for revocation and its effective date. The
department secretary of state shall
2file the original of the certificate and serve a copy on the foreign limited liability
3company under s. 183.1010.
SB176, s. 379
4Section
379. 183.1021 (4) of the statutes is amended to read:
SB176,101,115
183.1021
(4) If the
department secretary of state or a court revokes a foreign
6limited liability company's certificate of registration, the foreign limited liability
7company may be served under s. 183.1010 (3) and (4) or the foreign limited liability
8company's registered agent may be served until the registered agent's authority is
9terminated, in any civil, criminal, administrative or investigatory proceeding based
10on a cause of action which arose while the foreign limited liability company was
11registered to transact business in this state.
SB176, s. 380
12Section
380. 183.1022 (1) of the statutes is amended to read:
SB176,101,2013
183.1022
(1) A foreign limited liability company may appeal the
department's 14secretary of state's revocation of its certificate of registration under s. 183.1020 (1)
15to the circuit court for the county where the foreign limited liability company's
16principal office or, if none in this state, its registered office is located, within 30 days
17after service of the certificate of revocation is perfected under s. 183.1010. The
18foreign limited liability company shall appeal by petitioning the court to set aside the
19revocation and attaching to the petition copies of its certificate of registration and the
20department's secretary of state's certificate of revocation.
SB176, s. 381
21Section
381. 183.1022 (2) of the statutes is amended to read:
SB176,101,2422
183.1022
(2) The court may order the
department secretary of state to reinstate
23the certificate of registration or may take any other action that the court considers
24appropriate.
SB176, s. 382
25Section
382. 183.1204 (1) (intro.) of the statutes is amended to read:
SB176,102,3
1183.1204
(1) (intro.) The surviving limited liability company shall deliver to
2the
department secretary of state articles of merger, executed by each party to the
3plan of merger, that include all of the following:
SB176, s. 383
4Section
383. 183.1301 of the statutes is amended to read:
SB176,102,14
5183.1301 Execution by judicial act. Any person who is adversely affected
6by the failure or refusal of any person to execute and file any articles or other
7document to be filed under this chapter may petition the circuit court for the county
8in which the registered office of the limited liability company is located or, if no
9address is on file with the
department secretary of state, in the circuit court for Dane
10county, to direct the execution and filing of the articles or other document. If the court
11finds that it is proper for the articles or other document to be executed and filed and
12that there has been failure or refusal to execute and file the document, the court shall
13order the
department secretary of state to file the appropriate articles or other
14document.
SB176, s. 384
15Section
384. 185.01 (3m) of the statutes is repealed.
SB176, s. 385
16Section
385. 185.05 (3) of the statutes is amended to read:
SB176,102,2217
185.05
(3) The articles shall be filed and recorded as provided in s. 185.82. The
18legal existence of a cooperative begins when the articles are filed. Upon the filing of
19the articles, the
department secretary of state shall issue a certificate of
20incorporation. The
department secretary of state shall forward within 5 days a
21duplicate original of the articles to the register of deeds of the county of the
22cooperative's principal office or registered agent for recording.
SB176, s. 386
23Section
386. 185.08 (3) of the statutes is amended to read:
SB176,103,224
185.08
(3) A registered agent may resign by mailing a written notice to both
25the
department secretary of state and the cooperative. The resignation becomes
1effective when the cooperative names a new registered agent or 60 days after the
2receipt of notice by the
department secretary of state, whichever is sooner.
SB176, s. 387
3Section
387. 185.31 (3) of the statutes is amended to read:
SB176,103,154
185.31
(3) The directors constituting the temporary board, named in the
5articles, shall hold office until the first member meeting. At that meeting and
6thereafter, directors shall be elected by the members at a member meeting in the
7manner and for the terms provided in the bylaws. If the bylaws provide that directors
8be from specified districts, the articles may limit voting for any director to members
9from within the district from which the director is to be elected. Unless the bylaws
10provide otherwise, a director's term of office shall be one year. Each director shall
11hold office for the term for which elected and until a successor takes office. The
12bylaws may permit selection of alternates to take the place of directors absent at a
13meeting of the board. Whenever any change is made in the board, the cooperative
14shall file within 20 days with the
department secretary of state a report showing the
15names and addresses of all directors.
SB176, s. 388
16Section
388. 185.35 (1) of the statutes is amended to read: