183.0106(1)(1) A limited liability company may be organized under this chapter for any lawful purpose. A limited liability company engaging in a business that is subject to the provisions of another chapter may organize under this chapter only if not prohibited by, and subject to all limitations of, the other chapter.
183.0106(2)
(2) Unless otherwise provided in an operating agreement, a limited liability company organized and existing under this chapter has the same powers as an individual to do all things necessary and convenient to carry out its business, including but not limited to all of the following:
183.0106(2)(b)
(b) Purchase, take, receive, lease or otherwise acquire and own, hold, improve, use and otherwise deal in or with real or personal property, or any legal or equitable interest in real or personal property, wherever situated.
183.0106(2)(c)
(c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange and otherwise dispose of all or any part of its property.
183.0106(2)(d)
(d) Lend money, property and services to, and otherwise assist, its members or managers, if any.
183.0106(2)(e)
(e) Purchase, take, receive, subscribe for or otherwise acquire and own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other enterprise or entity.
183.0106(2)(f)
(f) Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income.
183.0106(2)(g)
(g) Lend money, invest and reinvest its funds, and receive and hold real or personal property as security for repayment.
183.0106(2)(h)
(h) Conduct its business, locate offices and exercise the powers granted by this chapter inside or outside this state.
183.0106(2)(i)
(i) Be a promoter, incorporator, partner, member, associate or manager of any enterprise or entity.
183.0106(2)(j)
(j) Elect or appoint managers, agents and employes of the limited liability company, define their duties and fix their compensation.
183.0106(2)(k)
(k) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and benefit or incentive plans for any or all of its current or former members, managers, employes and agents.
183.0106(2)(L)
(L) Make donations to and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
183.0106(2)(m)
(m) Indemnify a member, manager, employe, officer or agent or any other person.
183.0106(2)(n)
(n) Transact any lawful business that the members or the managers find to be in aid of governmental policy.
183.0106(2)(o)
(o) Make payments or donations, or do any other act not prohibited by law, that furthers the business of the limited liability company.
183.0106(2)(p)
(p) Provide benefits or payments to members, managers, employes and agents of the limited liability company, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the members, managers, employes and agents of the limited liability company.
183.0106 History
History: 1993 a. 112.
183.0107
183.0107
Execution of documents. 183.0107(1)
(1) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the department shall be executed by a manager, if management of the limited liability company is vested in a manager or managers, or any member, if management of the limited liability company is reserved to the members.
183.0107(2)
(2) The person executing the document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs.
183.0107(3)
(3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the department.
183.0107 History
History: 1993 a. 112;
1995 a. 27,
400.
183.0108(1)(1) Except as provided in
sub. (3), to be filed under
s. 183.0110, a document required or permitted to be filed under this chapter with the department shall satisfy all of the following requirements:
183.0108(1)(b)
(b) Be in the English language, except that a limited liability company name need not be in English if it is written in English letters or Arabic or Roman numerals, and the application for registration required of a foreign limited liability company need not be in English if it is accompanied by a reasonably authenticated English translation.
183.0108(1)(f)
(f) Be delivered to the office of the department for filing and be accompanied by one exact or conformed copy and the filing fee required by
s. 183.0114.
183.0108(2)
(2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.
183.0108(3)
(3) The department may waive any of the requirements of
subs. (1) and
(2) and of
s. 183.0107 if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
183.0108 History
History: 1993 a. 112;
1995 a. 27.
183.0109(1)(a)(a) The department shall prescribe, and furnish on request, forms for all of the following documents:
183.0109(1)(a)1.
1. A foreign limited liability company's application for a certificate of registration under
s. 183.1004.
183.0109(1)(a)2.
2. A foreign limited liability company's application for an amended certificate of registration under
s. 183.1006.
183.0109(1)(a)3.
3. A foreign limited liability company's application for a certificate of withdrawal under
s. 183.1011.
183.0109(2)
(2) The department may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.
183.0109 History
History: 1993 a. 112;
1995 a. 27,
225.
183.0110
183.0110
Filing duty of department of financial institutions. 183.0110(1)(1) Upon receipt of a document by the department for filing under this chapter, the department shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.
183.0110(2)(a)(a) Except as provided in
par. (b), if a document satisfies
s. 183.0108 and the terms of the document satisfy the applicable provisions of this chapter, the department shall file the document by stamping or otherwise endorsing "filed", together with the department's name, on both the original and the document copy. After filing a document, the department shall deliver the document copy to the domestic limited liability company or foreign limited liability company, or its representative.
183.0110(2)(b)
(b) If a domestic limited liability company or foreign limited liability company is in default in the payment of any fee required under this chapter, the department shall refuse to file any document relating to the domestic limited liability company or foreign limited liability company until all delinquent fees are paid by the domestic limited liability company or foreign limited liability company.
183.0110(3)(a)(a) If the department refuses to file a document, the department shall return it to the domestic limited liability company or foreign limited liability company, or its representative, within 5 business days after the date on which the document is received by the department for filing, together with a brief, written explanation of the reason for the refusal.
183.0110(3)(b)
(b) The department's failure to either file or return a document within 5 business days after the date on which it is received constitutes a refusal to file the document.
183.0110(3)(c)
(c) Except as provided in
s. 183.0112 (3), if a document that had been refused for filing by the department is resubmitted to and filed by the department, the effective date of the filed document under
s. 183.0111 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with
s. 183.0111 (2). The effective time of the resubmitted documents shall be determined under
s. 183.0111 (1) or
(2), whichever is applicable.
183.0110(4)
(4) Except as provided in
s. 183.0204 (2), the department's filing of a document or refusal to file a document does not do any of the following:
183.0110(4)(a)
(a) Affect the validity or invalidity of the document in whole or part.
183.0110(4)(b)
(b) Relate to the correctness or incorrectness of information contained in the document.
183.0110(4)(c)
(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
183.0110 History
History: 1993 a. 112;
1995 a. 27.
183.0111
183.0111
Effective date and time of document. 183.0111(1)(a)1.
1. The time of day specified in the document as its effective time.
183.0111(1)(a)2.
2. If no effective time is specified, at the close of business.
183.0111(1)(b)
(b) The date that a document is received by the department is determined by the department's endorsement on the original document under
s. 183.0110 (1).
183.0111(2)
(2) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
183.0111 History
History: 1993 a. 112;
1995 a. 27.
183.0112
183.0112
Correcting filed document. 183.0112(1)
(1) A domestic limited liability company or foreign limited liability company may correct a document that is filed by the department if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.
183.0112(2)
(2) To correct a document under
sub. (1), a domestic limited liability company or foreign limited liability company shall prepare and deliver to the department for filing articles of correction that satisfy all of the following:
183.0112(2)(a)
(a) Describe the document, including its filing date, or include a copy of the document.
183.0112(2)(b)
(b) Specify the incorrect statement and the reason that it is incorrect, or specify the manner in which the execution was defective, whichever is applicable.
183.0112(2)(c)
(c) Correct the incorrect statement or defective execution.
183.0112(3)(a)(a) Except as provided in
par. (b), articles of correction are effective as of the effective date of the document that they correct.
183.0112(3)(b)
(b) With respect to persons relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
183.0112 History
History: 1993 a. 112;
1995 a. 27.
183.0113
183.0113
Confirmation of status. 183.0113(1)
(1) Any person may obtain from the department, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.
183.0113(2)
(2) A certificate of status shall include all of the following information:
183.0113(2)(a)
(a) The domestic limited liability company's name or the foreign limited liability company's name and fictitious name, if any, used in this state.
183.0113(2)(b)1.
1. The domestic limited liability company is organized under the laws of this state, or the foreign limited liability company is authorized to transact business in this state.
183.0113(2)(b)1m.
1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the department an annual report required by
s. 183.0120.
183.0113(2)(b)2.
2. The domestic limited liability company has not filed articles of dissolution.
183.0113(2)(b)3.
3. The foreign limited liability company has not applied for a certificate of withdrawal under
s. 183.1011.
183.0113(2)(b)4.
4. The foreign limited liability company is not the subject of a proceeding to revoke its certificate of registration under
s. 183.1021.
183.0113(2)(c)
(c) The date of organization of the domestic limited liability company or the date of registration of the foreign limited liability company.
