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.
183.0113(3)
(3) The certificate of status may include other facts of record in the department that are requested.
183.0113(4)
(4) Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under
sub. (2) and may contain any other information permitted under
sub. (3).
183.0113(5)
(5) Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic limited liability company or foreign limited liability company is in existence or is authorized to transact business in this state.
183.0113(6)
(6) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under
sub. (2) and may confirm any other information permitted under
sub. (3).
183.0113 History
History: 1993 a. 112;
1995 a. 27.
183.0114
183.0114
Filing and service fees. 183.0114(1)
(1) The department shall collect the following fees when the documents described in this subsection are delivered for filing, or, under
pars. (e) and
(f), the telephone applications are made:
183.0114(1)(b)
(b) Application for use of indistinguishable name, $10.
183.0114(1)(d)
(d) Written application for renewal of reserved name, $15.
183.0114(1)(f)
(f) Telephone application for renewal of reserved name, $30.
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 department 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;
1997 a. 35.
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.
