SB333: Bill Text

SB333, s. 157 Section 157. 183.0114 (1) (j) of the statutes is amended to read:

SB333,59,11 183.0114 (1) (j) Subject to sub. (2) (b), a domestic limited liability company's or foreign limited liability company's statement of change of registered agent or registered office or both, $10.

SB333, s. 158 Section 158. 183.0114 (1) (mp) of the statutes is created to read:

SB333,59,13 183.0114 (1) (mp) A certificate of conversion filed under s. 183.1207 (5), $150.

SB333, s. 159 Section 159. 183.0114 (1) (n) of the statutes is repealed and recreated to read:

SB333,59,15 183.0114 (1) (n) Articles of merger, $150.

SB333, s. 160 Section 160. 183.0114 (1) (w) of the statutes, as affected by 2001 Wisconsin Act 16, is amended to read:

SB333,59,20 183.0114 (1) (w) Annual report of a foreign limited liability company that is submitted to the department by authorized electronic means, $65 ; annual report submitted to the department on paper, $80.

SB333, s. 161 Section 161. 183.0114 (3) of the statutes is created to read:

SB333,59,23 183.0114 (3) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

SB333, s. 162 Section 162. 183.0204 of the statutes is repealed and recreated to read:

SB333,60,3 183.0204 Effect of delivery or filing of articles of organization and other documents. (1) (a) A limited liability company is formed when the articles of organization become effective under s. 183.0111.

SB333,60,5 (b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

SB333,60,10 (c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.

SB333,60,14 (2) The department's filing of the articles of organization of a foreign limited liability company under s. 183.1004 shall be considered the certificate of authority for that foreign limited liability company to transact business in this state and is notice of all other facts set forth in the registration statement.

SB333,60,23 (3) (a) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.

SB333,61,3 (b) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

SB333, s. 163 Section 163. 183.0404 (2) (fm) of the statutes is created to read:

SB333,61,5 183.0404 (2) (fm) Convert to a new form of business entity under s. 183.1207.

SB333, s. 164 Section 164. 183.0504 of the statutes is created to read:

SB333,61,12 183.0504 Series of members, managers, or limited liability company interests. An operating agreement may establish, or provide for the establishment of, designated series or classes of members, managers, or limited liability company interests that have separate or different preferences, limitations, rights, or duties, with respect to profits, losses, distributions, voting, property, or other incidents associated with the limited liability company.

SB333, s. 165 Section 165. 183.0802 (3) of the statutes is amended to read:

SB333,62,3 183.0802 (3) (a) Except as provided in par. (b), unless an operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the a member may do so voluntarily withdraw from a limited liability company at any time by giving written notice to the other members, or on any other terms as are provided in an operating agreement. If the member has the power to withdraw but the withdrawal is a breach of an operating agreement or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct and may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law. Unless otherwise provided in an operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the operating agreement.

SB333,62,18 (b) If a member acquired an interest in a limited liability company for no or nominal consideration or owns an interest as to which the power to withdraw is prohibited or otherwise restricted in the operating agreement, the member may withdraw from the limited liability company with respect to that interest only in accordance with the operating agreement and only at the time or upon the occurrence of an event specified in the operating agreement. If the operating agreement does not specify the time or the event upon the occurrence of which the member may withdraw, a member who acquired an interest in the limited liability company for no or nominal consideration may not withdraw prior to the time for the dissolution and commencement of winding up of the limited liability company without the written consent of all members of the limited liability company. Unless otherwise provided in an operating agreement, in the case of a limited liability company that is organized for a definite term or particular undertaking, the operating agreement shall be considered to provide that a member may not withdraw before the expiration of that term or completion of that undertaking.

SB333, s. 166 Section 166. 183.0901 (4) (intro.) of the statutes is amended to read:

SB333,62,22 183.0901 (4) (intro.) An For a limited liability company organized before the effective date of this subsection .... [revisor inserts date], an event of dissociation of a member, unless any of the following applies:

SB333, s. 167 Section 167. 183.1001 (1) of the statutes is amended to read:

SB333,63,8 183.1001 (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members, regardless of whether the foreign limited liability company obtained or should have obtained a certificate of registration under this chapter, except that a foreign limited liability company that has filed a certificate of conversion under s. 183.1207 (5) to become a domestic limited liability company shall be subject to the requirements of this chapter governing domestic limited liability companies on the effective date of the conversion and shall not be subject to the requirements of this chapter governing foreign limited liability companies.

SB333, s. 168 Section 168. 183.1006 (1) (a) of the statutes is amended to read:

SB333,63,11 183.1006 (1) (a) Its name or the fictitious name under which it has been issued a certificate of registration.

SB333, s. 169 Section 169. 183.1006 (1) (b) of the statutes is amended to read:

SB333,63,14 183.1006 (1) (b) The state or jurisdiction under whose laws it is organized or its date of organization.

SB333, s. 170 Section 170. 183.1020 (2) of the statutes is amended to read:

SB333,63,21 183.1020 (2) If the department 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 shall issue a certificate of revocation revoke the foreign limited liability company's certificate of registration under s. 183.1021 (2) (b).

SB333, s. 171 Section 171. 183.1020 (3) of the statutes is amended to read:

SB333,64,2 183.1020 (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 of the action, and the department shall issue a certificate of revocation revoke the foreign limited liability company's certificate of registration under s. 183.1021 (2) (b).

SB333, s. 172 Section 172. 183.1021 (1) and (2) of the statutes are amended to read:

SB333,64,8 183.1021 (1) If the department determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the department shall serve give the foreign limited liability company under s. 183.1010 with written notice of the determination by first class mail, addressed to the foreign limited liability company's registered office.

SB333,64,12 (2) (a) Within 60 days after service of the notice is perfected under s. 183.1010 takes effect, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

SB333,64,20 (b) If the foreign limited liability company fails to satisfy par. (a), the department may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites entering a notation in the department's records to reflect each ground for revocation and its the effective date of the revocation. The department shall file the original of the certificate and serve a copy on give written notice of those facts to the foreign limited liability company under s. 183.1010 by first class mail, addressed to the foreign limited liability company's registered office.

SB333, s. 173 Section 173. 183.1021 (2g) of the statutes is created to read:

SB333,64,25 183.1021 (2g) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign limited liability company, addressed to the principal office of the foreign limited liability company.

SB333,65,4 (b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited liability company's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

SB333, s. 174 Section 174. 183.1021 (2r) of the statutes is created to read:

SB333,65,7 183.1021 (2r) A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the earliest of the following:

SB333,65,8 (a) When received.

SB333,65,10 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB333,65,13 (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

SB333, s. 175 Section 175. 183.1021 (3) of the statutes is amended to read:

SB333,65,18 183.1021 (3) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.1002 (2), ends on the effective date shown on the certificate revoking of revocation of its certificate of registration as reflected in the records of the department.

SB333, s. 176 Section 176. 183.1022 (1) of the statutes is amended to read:

SB333,66,2 183.1022 (1) A foreign limited liability company may appeal the department'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 notice of the certificate of revocation is perfected takes effect under s. 183.1010 s. 183.1021 (2r). 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 certificate notice of revocation.

SB333, s. 177 Section 177. Subchapter XII (title) of chapter 183 [precedes 183.1200] of the statutes is amended to read:

SB333,66,5 Chapter 183

SB333,66,7 Subchapter XIi Merger; conversion

SB333, s. 178 Section 178. 183.1200 of the statutes is created to read:

SB333,66,9 183.1200 Definitions. In this subchapter:

SB333,66,11 (1) "Business entity" means a domestic business entity and a foreign business entity.

SB333,66,14 (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

SB333,66,17 (3) "Foreign business entity" means a foreign limited liability company, a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

SB333, s. 179 Section 179. 183.1201 (2) of the statutes is amended to read:

SB333,67,2 183.1201 (2) Unless otherwise provided in an operating agreement, one or more limited liability companies may merge with or into one or more other limited liability companies or one or more other foreign limited liability companies, with the surviving limited liability company being the limited liability company provided in the plan of merger business entities if the merger is permitted under the applicable laws of the jurisdiction that governs each such other business entity and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

SB333, s. 180 Section 180. 183.1201 (3) of the statutes is amended to read:

SB333,67,7 183.1201 (3) Interests in a limited liability company that is a party to a merger may be exchanged for or converted into cash, property, shares, obligations of or interest interests in the surviving limited liability company business entity, or of any other limited liability company business entity.

SB333, s. 181 Section 181. 183.1202 (3) of the statutes is amended to read:

SB333,67,12 183.1202 (3) Each foreign business entity, other than a domestic limited liability company, that is a party to a proposed merger shall approve the merger in the manner and by the vote required by the laws applicable to the foreign limited liability company business entity.

SB333, s. 182 Section 182. 183.1202 (4) of the statutes is amended to read:

SB333,67,17 183.1202 (4) Each limited liability company business entity that is a party to the merger shall have any rights to abandon the merger that are provided for in the plan of merger or in the laws applicable to the limited liability company business entity.

SB333, s. 183 Section 183. 183.1202 (6) of the statutes is created to read:

SB333,67,24 183.1202 (6) After a merger is authorized, and at any time before the articles of merger are filed with the department, the planned merger may be abandoned, subject to any contractual rights, without further action on the part of the shareholders or other owners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the governing body of any business entity that is a party to the merger.

SB333, s. 184 Section 184. 183.1203 (1) of the statutes is repealed.

SB333, s. 185 Section 185. 183.1203 (2) of the statutes is renumbered 183.1203, and 183.1203 (1), (3) and (4), as renumbered, are amended to read:

SB333,68,7 183.1203 (1) The name of, form of business entity, and identity of the jurisdiction governing each limited liability company business entity that is a party to the merger and the name, form of business entity, and identity of the jurisdiction of the surviving limited liability company business entity with, or into, which each other limited liability company business entity proposes to merge.

SB333,68,12 (3) The manner and basis of converting the interests in each limited liability company business entity that is a party to the merger into limited liability company shares, interests or, obligations, or other securities of the surviving limited liability company business entity or any other business entity or into cash or other property in whole or in part.

SB333,68,15 (4) Amendments to the articles of organization or other similar governing document of the surviving limited liability company that will be effected by the merger business entity.

SB333, s. 186 Section 186. 183.1204 (1) of the statutes is repealed and recreated to read:

SB333,68,18 183.1204 (1) The surviving business entity shall deliver to the department articles of merger that include all of the following:

SB333,68,19 (a) The plan of merger.

SB333,68,22 (b) The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger under s. 183.0111.

SB333,69,2 (c) A statement that the plan was approved by each domestic limited liability company that is a party to the merger in accordance with s. 183.1202, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.

SB333,69,4 (e) Other provisions relating to the merger, as determined by the surviving business entity.

SB333, s. 187 Section 187. 183.1205 of the statutes is repealed and recreated to read:

SB333,69,6 183.1205 Effects of merger. A merger has the following effects:

SB333,69,9 (1) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.

SB333,69,14 (1m) If the merger is with or into a business entity under the laws applicable to which one or more of the owners of the business entity is liable for the debts and obligations of the business entity, the owner or owners are so liable only for the debts and obligations accrued during the period or periods in which such laws are applicable.

SB333,69,22 (2) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB333,69,24 (3) The surviving business entity has all liabilities of each business entity that is party to the merger.

SB333,70,4 (4) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.

SB333,70,7 (5) The articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.