Chapter 183

183.0113(2) (2) The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.

183.0113 History History: 2021 a. 258.

183.0114 183.0114 Registration of name.

183.0114(1) (1) A foreign limited liability company not registered to do business in this state under subch. IX may register its name, or a fictitious name adopted pursuant to s. 183.0906, if the name is distinguishable on the records of the department from the names that are not available under s. 183.0112.

183.0114(2) (2) To register its name or a fictitious name adopted pursuant to s. 183.0906, a foreign limited liability company must deliver to the department for filing an application stating the company’s name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 183.0906. If the department finds that the name applied for is available, the department shall register the name for the applicant’s exclusive use.

183.0114(3) (3) The registration of a name under this section expires annually on December 31.

183.0114(4) (4) A foreign limited liability company whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.

183.0114(5) (5) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

183.0114 History History: 2021 a. 258.

183.0115 183.0115 Registered agent and registered office.

183.0115(1) (1) Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.

183.0115(1m) (1m) The registered office of a limited liability company or registered foreign limited liability company may, but need not, be the same as any of the company’s places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. Except as provided in s. 165.68 (5) (f) 1., the registered agent of a limited liability company or registered foreign limited liability company shall be any of the following:

183.0115(1m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

183.0115(1m)(b) (b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.

183.0115(1m)(c) (c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office.

183.0115(2) (2) A registered agent for a limited liability company or registered foreign limited liability company must have an e-mail address and a place of business or activity in this state.

183.0115(3) (3) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

183.0115(3)(a) (a) To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process, notice, or demand pertaining to the company or foreign company which is served on or received by the agent.

183.0115(3)(b) (b) If the registered agent resigns, to provide the notice required by s. 183.0117 (3) to the company or foreign company at the address most recently supplied to the agent by the company or foreign company.

183.0115(3)(c) (c) To keep current the information with respect to the agent in the articles of organization or foreign registration statement.

183.0115 History History: 2021 a. 258.

183.0116 183.0116 Change of registered agent or registered office by limited liability company.

183.0116(1) (1) A limited liability company or registered foreign limited liability company may change its registered agent or registered office as provided in s. 183.0212 (5) or by delivering to the department for filing a statement of change that states all of the following:

183.0116(1)(a) (a) The name of the company or foreign company.

183.0116(1)(b) (b) The information that is to be in effect as a result of the filing of the statement of change.

183.0116(2) (2) The members or managers of a limited liability company need not approve the filing of any of the following:

183.0116(2)(a) (a) A statement of change under this section.

183.0116(2)(b) (b) A similar filing changing the registered agent or registered office, if any, of the company in any other jurisdiction.

183.0116(3) (3) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.

183.0116(4) (4) As an alternative to using the procedure in this section, a limited liability company may amend its articles of organization.

183.0116 History History: 2021 a. 258.

183.0117 183.0117 Resignation of registered agent.

183.0117(1) (1) A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the department for filing a statement of resignation that states all of the following:

183.0117(1)(a) (a) The name of the company or foreign company.

183.0117(1)(b) (b) The name of the agent.

183.0117(1)(c) (c) That the agent resigns from serving as registered agent for the company or foreign company.

183.0117(1)(d) (d) The address of the company or foreign company to which the agent will send the notice required by sub. (3).

183.0117(2) (2) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

183.0117(2)(a) (a) Sixty days after the department receives the statement of resignation for filing.

183.0117(2)(b) (b) The date on which the appointment of a successor registered agent is effective.

183.0117(3) (3) A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.

183.0117(4) (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company.

183.0117(5) (5) A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.

183.0117 History History: 2021 a. 258.

183.0118 183.0118 Change of name or address by registered agent.

183.0118(1) (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any limited liability company or foreign limited liability company for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the company or foreign company in writing of the change and deliver to the department for filing a statement of change that recites that the company or foreign company has been notified of the change and states all of the following:

183.0118(1)(a) (a) The name of the limited liability company or registered foreign limited liability company represented by the registered agent.

183.0118(1)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the company or foreign company.

183.0118(1)(c) (c) Any new name, new e-mail address, or new street address of the agent.

183.0118(2) (2) A registered agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the department of the statement of change and the changes made by the statement.

183.0118 History History: 2021 a. 258.

183.0119 183.0119 Service of process, notice, or demand.

183.0119(1) (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).

183.0119(2) (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:

183.0119(2)(a) (a) The date the company or foreign company receives the mail or delivery by the commercial delivery service.

183.0119(2)(b) (b) The date shown on the return receipt, if signed on behalf of the company or foreign company.

183.0119(2)(c) (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.

183.0119(3) (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.

183.0119(4) (4) Service of process, notice, or demand on a registered agent must be in a written record.

183.0119(5) (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

183.0119 History History: 2021 a. 258.

183.0120 183.0120 Delivery of record.

183.0120(1) (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.

183.0120(2) (2) Delivery to the department is effective only when a record is received by the department.

183.0120 History History: 2021 a. 258.

183.0122 183.0122 Filing fees; certified copies.

183.0122(1) (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).

183.0122(2) (2) 

183.0122(2)(a) (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:

183.0122(2)(a)1. 1. Articles of organization, $130.

183.0122(2)(a)2. 2. Application for use of indistinguishable name, $10.

183.0122(2)(a)3. 3. Application for reserved name, $15.

183.0122(2)(a)4. 4. Application for renewal of reserved name, $15.

183.0122(2)(a)5. 5. Notice of transfer of reserved name, $10.

183.0122(2)(a)6. 6. Application for registered name, $50.

183.0122(2)(a)7. 7. Application for renewal of registered name, $50.

183.0122(2)(a)8. 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.

183.0122(2)(a)9. 9. Statement of resignation of registered agent, $10.

183.0122(2)(a)10. 10. Amendment or restatement of articles of organization, $40.

183.0122(2)(a)11. 11. Articles of merger, conversion, interest exchange, or domestication, $150.

183.0122(2)(a)12. 12. Statement of dissolution or statement of termination, $20.

183.0122(2)(a)13. 13. Foreign registration statement, $100.

183.0122(2)(a)14. 14. Amendment of foreign registration statement, $40.

183.0122(2)(a)15. 15. Statement of withdrawal or cancellation of foreign registration or application for transfer of foreign registration, $40.

183.0122(2)(a)16. 16. Statement of correction, $40.

183.0122(2)(a)17. 17. Annual report of a domestic limited liability company, $25.

183.0122(2)(a)18. 18. Annual report of a foreign limited liability company, $65.

183.0122(2)(b) (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.

183.0122(2)(c) (c) The department may, by rule, specify a larger fee for filing records described in par. (a) in paper format.