SB566: Bill Text

SB566,365,10 183.0119 Service of process, notice, or demand. (1) A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 183.0103 (5).

SB566,365,17 (2) Except as provided in sub. (3), if a limited liability company or registered foreign limited liability company had no registered agent, or its registered agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office, as shown on records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

SB566,365,19 (a) The date the company or foreign company receives the mail or delivery by the commercial delivery service.

SB566,365,21 (b) The date shown on the return receipt, if signed on behalf of the company or foreign company.

SB566,365,23 (c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

SB566,366,8 (3) If process, notice, or demand in an action cannot be served on a limited liability company or registered foreign limited liability company pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action. If the address of the company's or foreign company's principal office cannot be determined from the records of the department, the company or foreign company may be served by publishing a class 3 notice, under ch. 985, in the community where the company's or foreign company's principal office or registered office, as most recently designated in the records of the department, is located.

SB566,366,10 (4) Service of process, notice, or demand on a registered agent must be in a written record.

SB566,366,12 (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

SB566,366,15 183.0120 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

SB566,366,17 (2) Delivery to the department is effective only when a record is received by the department.

SB566,366,22 183.0122 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).

SB566,366,25 (2) (a) Except as provided under pars. (c) and (d), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:

SB566,367,1 1. Articles of organization, $130.

SB566,367,2 2. Application for use of indistinguishable name, $10.

SB566,367,3 3. Application for reserved name, $15.

SB566,367,4 4. Application for renewal of reserved name, $15.

SB566,367,5 5. Notice of transfer of reserved name, $10.

SB566,367,6 6. Application for registered name, $50.

SB566,367,7 7. Application for renewal of registered name, $50.

SB566,367,9 8. Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s. 183.0116 or 183.0118, $10.

SB566,367,10 9. Statement of resignation of registered agent, $10.

SB566,367,11 10. Amendment or restatement of articles of organization, $40.

SB566,367,12 11. Articles of merger, conversion, interest exchange, or domestication, $150.

SB566,367,13 12. Statement of dissolution or statement of termination, $20.

SB566,367,14 13. Foreign registration statement, $100.

SB566,367,15 14. Amendment of foreign registration statement, $40.

SB566,367,17 15. Statement of withdrawal or cancellation of foreign registration or application for transfer of foreign registration, $40.

SB566,367,18 16. Statement of correction, $40.

SB566,367,19 17. Annual report of a domestic limited liability company, $25.

SB566,367,20 18. Annual report of a foreign limited liability company, $65.

SB566,367,25 (b) In addition to the fees required under par. (a) or permitted under sub. (1), the department shall collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter or for preparing in an expeditious manner a certificate of status or certificate of registration under s. 183.0211.

SB566,368,2 (c) The department may, by rule, specify a larger fee for filing records described in par. (a) in paper format.

SB566,368,4 (d) 1. In this paragraph, “student entrepreneur" means a student to whom all of the following apply:

SB566,368,5 a. The student is enrolled in a postsecondary institution in this state.

SB566,368,8 b. The student is an organizer of a limited liability company or will be a member of the limited liability company upon its formation, and the limited liability company is being formed as a business start-up.

SB566,368,9 c. The student is at least 18 years of age.

SB566,368,11 2. The department may not collect a fee for filing articles of organization if all of the following apply:

SB566,368,13 a. All members of the limited liability company, upon its formation, are student entrepreneurs.

SB566,368,16 b. If the limited liability company is formed by any organizer who will not become a member of the limited liability company upon its formation, all such organizers of the limited liability company are student entrepreneurs.

SB566,368,18 (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

SB566,368,23 (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.

SB566,368,24 subchapter II

SB566,369,2 formation; articles of organization and other filings

SB566,369,6 183.0201 Formation of limited liability company; articles of organization. (1) One or more persons may act as organizers to form a limited liability company by signing and delivering to the department for filing articles of organization.

SB566,369,7 (2) The articles of organization shall contain all of the following information:

SB566,369,9 (a) A statement that the limited liability company is organized under this chapter.

SB566,369,11 (b) The name of the limited liability company, which must comply with s. 183.0112.

SB566,369,12 (c) The street and mailing addresses of the company's principal office.

SB566,369,14 (d) The name and street and mailing and e-mail addresses of the initial registered agent of the limited liability company.

SB566,369,15 (e) The name and address of each organizer.

SB566,369,17 (f) If applicable, the delayed effective date and time of the articles of organization permitted under s. 183.0207.

SB566,369,19 (3) The articles of organization may set forth other information, including any of the following:

SB566,369,21 (a) If management of the limited liability company is vested in one or more managers, a statement to that effect.

SB566,369,22 (b) Provisions not inconsistent with law regarding any of the following:

SB566,369,23 1. The purpose or purposes for which the limited liability company is organized.

SB566,369,25 2. Managing the business and regulating the affairs of the limited liability company.

SB566,370,2 3. Defining, limiting, and regulating the powers of the limited liability company, its managers, and its members.

SB566,370,4 4. A par value for transferable interests or classes or series of transferable interests.

SB566,370,6 (c) Any provision that, under this chapter, is required or permitted to be set forth in a written operating agreement.

SB566,370,7 (4) All of the following rules apply:

SB566,370,9 (a) A limited liability company is formed when the articles of organization become effective under s. 183.0207.

SB566,370,11 (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.

SB566,370,16 (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.

SB566,370,25 (d) 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.

SB566,371,5 (e) 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 as to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

SB566,371,7 183.0202 Amendment or restatement of articles of organization. (1) Articles of organization may be amended or restated at any time.

SB566,371,9 (2) To amend its articles of organization, a limited liability company must deliver to the department for filing an amendment stating all of the following:

SB566,371,10 (a) The name of the company.

SB566,371,11 (b) The date of filing of its initial articles of organization.

SB566,371,12 (c) The text of the amendment.

SB566,371,14 (3) To restate its articles of organization, a limited liability company must deliver to the department for filing a restatement, designated as such in its heading.

SB566,371,19 (4) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows or has notice that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do one of the following to correct the inaccuracy:

SB566,371,20 (a) Cause the articles to be amended.

SB566,371,22 (b) If appropriate, deliver to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.

SB566,371,25 183.0203 Signing of records to be delivered for filing to the department. (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

SB566,372,2 (a) Except as otherwise provided in pars. (b) and (c), a record signed by a limited liability company must be signed by a person authorized by the company.

SB566,372,4 (b) A company's initial articles of organization must be signed by at least one person acting as an organizer.

SB566,372,8 (c) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under s. 183.0702 (3) or a person appointed under s. 183.0702 (4) to wind up the activities and affairs.

SB566,372,10 (d) A statement of denial by a person under s. 183.0303 must be signed by that person.

SB566,372,12 (e) Any other record delivered on behalf of a person to the department for filing must be signed by that person.

SB566,372,16 (2) A record delivered for filing under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

SB566,372,18 (3) A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.

SB566,372,22 183.0204 Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following:

SB566,372,23 (a) The person to sign the record.

SB566,372,24 (b) The person to deliver the record to the department for filing.

SB566,372,25 (c) The department to file the record unsigned.

SB566,373,3 (2) If a petitioner under sub. (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action.

SB566,373,4 (3) A record filed under sub. (1) (c) is effective without being signed.

SB566,373,8 183.0205 Liability for inaccurate information in filed record. (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following: