183.0908 History
History: 1993 a. 112;
1995 a. 400.
183.0909
183.0909
Enforcing claims. A claim not barred under
s. 183.0907 or
183.0908 may be enforced under this section against any of the following:
183.0909(1)
(1) The dissolved limited liability company, to the extent of its undistributed assets.
183.0909(2)
(2) If the dissolved limited liability company's assets have been distributed in liquidation, a member of the limited liability company to the extent of the member's proportionate share of the claim or to the extent of the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total value of assets distributed to the member in liquidation.
183.0909 History
History: 1995 a. 400.
FOREIGN LIMITED LIABILITY COMPANIES
183.1001(1)(1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members, regardless of whether the foreign limited liability company obtained or should have obtained a certificate of registration under this chapter.
183.1001(1m)
(1m) A foreign limited liability company may not be denied a certificate of registration by reason of any difference between the laws of the state or other jurisdiction under which it is organized and the laws of this state.
183.1001(2)
(2) A foreign limited liability company holding a valid certificate of registration in this state shall have no greater rights and privileges than a domestic limited liability company. Registration may not be considered to authorize a foreign limited liability company to exercise any powers or purposes that a domestic limited liability company is forbidden by law to exercise in this state.
183.1001 History
History: 1993 a. 112.
183.1002
183.1002
Registration required. 183.1002(1)
(1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the department.
183.1002(2)
(2) Activities that for purposes of
sub. (1) do not constitute transacting business in this state include but are not limited to:
183.1002(2)(a)
(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
183.1002(2)(b)
(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs.
183.1002(2)(d)
(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests.
183.1002(2)(f)
(f) Soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
183.1002(2)(g)
(g) Lending money or creating or acquiring indebtedness, mortgages, and security interests in property.
183.1002(2)(h)
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
183.1002(2)(j)
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
183.1002(3)
(3) A foreign limited liability company shall not be considered to be transacting business in this state solely because of any of the following:
183.1002(3)(a)
(a) The foreign limited liability company owns a controlling interest in a corporation that is transacting business in this state.
183.1002(3)(b)
(b) The foreign limited liability company is a limited partner of a limited partnership that is transacting business in this state.
183.1002(3)(c)
(c) The foreign limited liability company is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
183.1002(3)(d)
(d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state.
183.1002(4)
(4) This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.
183.1002 History
History: 1993 a. 112;
1995 a. 27,
97.
183.1003
183.1003
Consequences of transacting business without registration. 183.1003(1)
(1) A foreign limited liability company transacting business in this state without a certificate of registration may not maintain a proceeding in a court of this state until the foreign limited liability company obtains a certificate of registration.
183.1003(2)
(2) Neither the successor to a foreign limited liability company that transacted business in this state without a certificate of registration nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court in this state until the foreign limited liability company or its successor obtains a certificate of registration.
183.1003(3)
(3) A court may stay a proceeding commenced by a foreign limited liability company, or its successor or assignee, until the court determines if the foreign limited liability company or its successor requires a certificate of registration. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate of registration.
183.1003(4)
(4) The failure of a foreign limited liability company to obtain a certificate of registration does not do any of the following:
183.1003(4)(a)
(a) Impair the validity of any contract or act of the foreign limited liability company or its title to property in this state.
183.1003(4)(b)
(b) Affect the right of any other party to a contract to maintain any action, suit or proceeding on a contract.
183.1003(4)(c)
(c) Prevent the foreign limited liability company from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.
183.1003(5)(a)(a) A foreign limited liability company that transacts business in this state without a certificate of registration is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of registration, in an amount equal to the sum of the following:
183.1003(5)(a)1.
1. All fees that would have been imposed by this chapter upon the foreign limited liability company had it applied for and received a certificate of registration.
183.1003(5)(a)2.
2. Fifty percent of the amount owed under
subd. 1. or $5,000, whichever is less.
183.1003(5)(b)
(b) The foreign limited liability company shall pay the amount owed under
par. (a) to the department. The department may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the department any amount owed under
par. (a).
183.1003(6)
(6) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without a certificate of registration.
183.1003 History
History: 1993 a. 112;
1995 a. 27.
183.1004
183.1004
Application for certificate of registration. A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the department for filing. The application shall include all of the following:
183.1004(1)
(1) The name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state.
183.1004(2)
(2) The name of the state or other jurisdiction under whose laws it is organized.
183.1004(4)
(4) The street address of its registered office in this state and the name of its registered agent at that office.
183.1004(5)
(5) If management of the limited liability company is vested in one or more managers, a statement to that effect.
183.1004(6)
(6) The street address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if no office is required, its principal office.
183.1004(7)
(7) A statement that the applicant is a foreign limited liability company.
183.1004 History
History: 1993 a. 112;
1995 a. 27.
183.1005
183.1005
Name. A certificate of registration may not be issued to a foreign limited liability company unless its name satisfies
s. 183.0103 (1) and
(2). If the name under which a foreign limited liability company is registered in the jurisdiction of its formation does not satisfy
s. 183.0103 (1) and
(2), the foreign limited liability company may obtain a certificate of registration to transact business in this state under a fictitious name that is available and that satisfies
s. 183.0103 (1) and
(2).
183.1005 History
History: 1993 a. 112.
183.1006
183.1006
Amended certificate of registration. 183.1006(1)
(1) A foreign limited liability company authorized to transact business in this state shall obtain an amended certificate of registration from the department if the foreign limited liability company changes any of the following:
183.1006(1)(b)
(b) The state or jurisdiction under whose laws it is organized.
183.1006(1)(c)
(c) Whether management of the foreign limited liability company is vested in one or more managers.
183.1006(2)
(2) The requirements of
s. 183.1004 for obtaining an original certificate of registration apply to obtaining an amended certificate of registration.
183.1006 History
History: 1993 a. 112;
1995 a. 27.
183.1007
183.1007
Registered office and registered agent of foreign limited liability company. A foreign limited liability company authorized to transact business in this state shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business in this state, if any. The registered agent shall be any of the following:
183.1007(1)
(1) An individual who resides in this state and whose business office is identical with the registered office.
183.1007(2)
(2) A domestic corporation, a domestic limited liability company or a nonstock, nonprofit corporation incorporated in this state, whose business office is identical with the registered office.
183.1007(3)
(3) A foreign corporation or foreign limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
183.1007 History
History: 1993 a. 112.
183.1008
183.1008
Change of registered office or registered agent of foreign limited liability company. 183.1008(1)
(1) A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that includes all of the following:
183.1008(1)(a)
(a) The name of the foreign limited liability company and the name of the state or jurisdiction under whose law it is organized.
183.1008(1)(b)
(b) The street address of its registered office as changed.
183.1008(1)(d)
(d) A statement that after the change is made, the street addresses of its registered office and the business office of its registered agent will be identical.
183.1008(2)
(2) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any foreign limited liability company for which the person is the registered agent by notifying the foreign limited liability company in writing of the change and by signing, either manually or in facsimile, and delivering to the department for filing a statement that complies with
sub. (1) and recites that the foreign limited liability company has been notified of the change.
183.1008 History
History: 1993 a. 112;
1995 a. 27,
400.
183.1009
183.1009
Resignation of registered agent of foreign limited liability company. 183.1009(1)
(1) The registered agent of a foreign limited liability company may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:
183.1009(1)(a)
(a) The name of the foreign limited liability company for which the registered agent is acting.
183.1009(1)(c)
(c) The street address of the foreign limited liability company's current registered office and its principal office.
183.1009(1)(e)
(e) If applicable, a statement that the registered office is discontinued.
183.1009(2)
(2) After filing the statement, the department shall mail a copy to the foreign limited liability company at its principal office.
183.1009(3)
(3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
