183.0114(1)(j)
(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.
183.0114(1)(k)
(k) Agent's statement of change of registered office, $10 for each affected domestic limited liability company or foreign limited liability company, except that if simultaneous filings are made the filing is reduced to $1 for each domestic limited liability company or foreign limited liability company in excess of 200.
183.0114(1)(n)
(n) Articles of merger, $50 for each domestic limited liability company and each foreign limited liability company authorized to transact business in this state that is a party to the merger.
183.0114(1)(p)
(p) Foreign limited liability company's application for certificate of registration, $100.
183.0114(1)(q)
(q) Foreign limited liability company's application for amended certificate of registration, $40.
183.0114(1)(r)
(r) Foreign limited liability company's application for certificate of withdrawal, $40.
183.0114(1)(t)
(t) Request for certificate or statement of status, $5.
183.0114(1)(u)
(u) Processing in an expeditious manner a document required or permitted to be filed under this chapter, or preparing in an expeditious manner a certificate or statement of status, $25.
183.0114(1)(w)
(w) Annual report of a foreign limited liability company, $50.
183.0114(2)
(2) The secretary of state may not collect a fee for any of the following:
183.0114(2)(b)
(b) Filing a domestic limited liability company's or a foreign limited liability company's statement of change of registered office if the only change is to an address and all of the following apply:
183.0114(2)(b)1.
1. The new address is the result of a change in the way a county, city, village or town or the U.S. postal service describes the physical location of the registered office.
183.0114(2)(b)2.
2. A copy of the notice indicating the new address is submitted with the statement.
183.0114(2)(b)3.
3. The physical location of the registered office has not changed.
183.0114(2)(c)
(c) Filing a certificate of revocation of registration to transact business.
183.0114 History
History: 1993 a. 112;
1995 a. 27.
183.0120
183.0120
Annual report for foreign limited liability companies. 183.0120(1)(1) Each foreign limited liability company registered to transact business in this state shall file with the department an annual report that includes all of the following information:
183.0120(1)(a)
(a) The name of the foreign limited liability company and the state or country under whose law it is organized.
183.0120(1)(b)
(b) The address of the foreign limited liability company's registered office and the name of its registered agent at that office in this state.
183.0120(1)(c)
(c) The address of the foreign limited liability company's principal office.
183.0120(1)(d)
(d) If management of the foreign limited liability company is vested in one or more managers, the name and business address of each manager.
183.0120(1)(e)
(e) The name and business address of each member of the foreign limited liability company.
183.0120(1)(f)
(f) A brief description of the nature of the foreign limited liability company's business.
183.0120(2)
(2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign limited liability company, except that the information required by
sub. (1) (e) shall be current as of the close of the foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the department.
183.0120(3)
(3) A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.
183.0120(4)
(4) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting foreign limited liability company in writing and return the report to it for correction.
183.0120(5)
(5) An annual report is effective on the date that it is filed by the department.
183.0120 History
History: 1995 a. 27,
225.
ORGANIZATION
183.0201
183.0201
Organization. One or more persons may organize a limited liability company by signing and delivering articles of organization to the department for filing. The organizer or organizers need not be members of the limited liability company at the time of organization or thereafter.
183.0201 History
History: 1993 a. 112;
1995 a. 27,
400.
183.0202
183.0202
Articles of organization. The articles of organization shall contain all of and only the following information:
183.0202(1)
(1) A statement that the limited liability company is organized under this chapter.
183.0202(3)
(3) The street address of the registered office and the name of the registered agent at that office.
183.0202(4)
(4) If management of the limited liability company is vested in one or more managers, a statement to that effect.
183.0202(5)
(5) The name and address of each person organizing the limited liability company.
183.0202(6)
(6) If applicable, the delayed effective date and time of the articles of organization permitted under
s. 183.0111 (2).
183.0202 History
History: 1993 a. 112;
1995 a. 400.
183.0203
183.0203
Amendment of articles of organization. 183.0203(1)(1) A limited liability company may amend its articles of organization at any time.
183.0203(2)
(2) A limited liability company amending its articles of organization shall deliver to the department for filing articles of amendment that include all of the following information:
183.0203(2)(b)
(b) The text of the amendment to the articles of organization.
183.0203 History
History: 1993 a. 112;
1995 a. 27.
183.0204
183.0204
Effect of delivery or filing of articles of organization. 183.0204(1)(1) A limited liability company is formed when the articles of organization become effective under
s. 183.0111.
183.0204(2)
(2) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.
183.0204 History
History: 1993 a. 112;
1995 a. 27.
RELATIONS OF MEMBERS AND MANAGERS
TO PERSONS DEALING WITH THE
LIMITED LIABILITY COMPANY
183.0301
183.0301
Agency power of members and managers. 183.0301(1)(1) Except as provided in
sub. (2), all of the following apply:
183.0301(1)(a)
(a) Each member is an agent of the limited liability company, but not of the other members or any of them, for the purpose of its business.
183.0301(1)(b)
(b) The act of any member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the ordinary course of business the business of the limited liability company binds the limited liability company unless the member has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge that the member has no authority to act in the matter.
183.0301(2)
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
183.0301(2)(a)
(a) No member, solely by being a member, is an agent of the limited liability company or of the other members or any of them.
183.0301(2)(b)
(b) Each manager is an agent of the limited liability company, but not of the members or any of them, for the purpose of its business. The act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the ordinary course of business the business of the limited liability company binds the limited liability company unless the manager has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge that the manager has no authority to act in the matter.
183.0301(3)
(3) No act of a member or, if management of the limited liability company is vested in one or more managers, of a manager that is not apparently for the carrying on in the ordinary course of business the business of the limited liability company shall bind the limited liability company unless in fact authorized at the time of the transaction or at any other time.
183.0301 History
History: 1993 a. 112;
1995 a. 400.
183.0302
183.0302
Admissions of members and managers. 183.0302(1)(1) Except as provided in
sub. (2), an admission or representation made by any member concerning the business of a limited liability company within the scope of the member's actual authority as provided under
s. 183.0301 may be used as evidence against the limited liability company in any legal proceeding.
183.0302(2)
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
183.0302(2)(a)
(a) An admission or representation made by a manager concerning the business of a limited liability company within the scope of the manager's authority as provided under
s. 183.0301 may be used as evidence against the limited liability company in any legal proceeding.
183.0302(2)(b)
(b) The admission or representation of any member, acting solely in the member's capacity as a member, is not evidence against the limited liability company in any legal proceeding.
183.0302 History
History: 1993 a. 112.
183.0303
183.0303
Limited liability company charged with knowledge of or notice to member or manager. 183.0303(1)(1) Except as provided in
sub. (2), notice to any member of any matter relating to the business of a limited liability company, and the knowledge of a member acting in the particular matter, acquired while a member or known by the person at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated it to the acting member, operate as notice to or knowledge of the limited liability company.
183.0303(2)
(2) If management of the limited liability company is vested in one or more managers, all of the following apply:
183.0303(2)(a)
(a) Notice to any manager of any matter relating to the business of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or known by the person at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated it to the acting manager, operate as notice to or knowledge of the limited liability company.
183.0303(2)(b)
(b) Notice to or knowledge of any member while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.
183.0303 History
History: 1993 a. 112.
183.0304
183.0304
Liability of members to 3rd parties. 183.0304(1)
(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company. Except as provided in
ss. 183.0502 and
183.0608, a member or manager of a limited liability company is not personally liable for any debt, obligation or liability of the limited liability company, except that a member or manager may become personally liable by his or her acts or conduct other than as a member or manager.
183.0304(2)
(2) Notwithstanding
sub. (1), nothing in this chapter shall preclude a court from ignoring the limited liability company entity under principles of common law of this state that are similar to those applicable to business corporations and shareholders in this state and under circumstances that are not inconsistent with the purposes of this chapter.
183.0304 History
History: 1993 a. 112;
1995 a. 400.
183.0304 Annotation
Personal Liability for Corporate Debt. Kelley. Wis. Law. Oct. 1994.
183.0305
183.0305
Parties to actions. A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except if any of the following situations exists:
183.0305(1)
(1) The object of the proceeding is to enforce a member's right against or liability to the limited liability company.
