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)(c) (c) The name of its registered agent 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)(b) (b) The name of the registered agent.
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)(d) (d) A statement that the registered agent resigns.
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:
183.1009(3)(a) (a) Sixty days after the date determined under s. 183.0111 (1).
183.1009(3)(b) (b) The date on which the appointment of a successor registered agent is effective.
183.1009 History History: 1993 a. 112; 1995 a. 27.
183.1010 183.1010 Service on foreign limited liability company.
183.1010(1)(1)Except as provided in subs. (2) and (3), the registered agent of a foreign limited liability company authorized to transact business in this state is the foreign limited liability company's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited liability company.
183.1010(2) (2)A foreign limited liability company authorized to transact business in this state may be served in the manner provided in sub. (4) if the foreign limited liability company has no registered agent or its registered agent cannot with reasonable diligence be served.
183.1010(3) (3)A foreign limited liability company formerly authorized to transact business in this state may be served in the manner provided in sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign limited liability company has withdrawn its registration in this state under s. 183.1011.
183.1010(4)(a)(a) With respect to a foreign limited liability company described in sub. (2) or (3), the foreign limited liability company may be served by registered or certified mail, return receipt requested, addressed to the foreign limited liability company at its principal office as shown on the records of the department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:
183.1010(4)(a)1. 1. The date on which the foreign limited liability company receives the mail.
183.1010(4)(a)2. 2. The date shown on the return receipt, if signed on behalf of the foreign limited liability company.
183.1010(4)(a)3. 3. Five days after the mail is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
183.1010(4)(b) (b) Except as provided in s. 183.1021 (2g) (b), if the address of the foreign limited liability company's principal office cannot be determined from the records of the department, the foreign limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign limited liability company's principal office or, if not in this state, its registered office, as most recently designated in the records of the department, is located.
183.1010(5) (5)This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign limited liability company in any other manner permitted by law.
183.1010 History History: 1993 a. 112; 1995 a. 27; 2011 a. 234.
183.1011 183.1011 Withdrawal of registration.
183.1011(1)(1)A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department.
183.1011(2) (2)A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following:
183.1011(2)(a) (a) The name of the foreign limited liability company and the name of the state or jurisdiction under whose laws it is organized.
183.1011(2)(b) (b) A statement that the foreign limited liability company is not transacting business in this state and that it surrenders its authority to transact business in this state.
183.1011(2)(c) (c) A statement that the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under s. 183.1010 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.
183.1011(2)(d) (d) An address to which a person may mail a copy of any process against the foreign limited liability company.
183.1011(2)(e) (e) A commitment to notify the department in the future of any change in the mailing address of the foreign limited liability company principal office.
183.1011 History History: 1993 a. 112; 1995 a. 27.
183.1011 Annotation When the legislature provides a specific default term on a topic and the operating agreement does not explicitly refer to that topic, it is reasonable to conclude the parties did not intend to override that default term. If an operating agreement is ambiguous as to whether the members intended to override a particular statutory default term, the statutory default term governs. An operating agreement that does not refer to voting on any particular matter does not explicitly address voting to authorize an action on behalf of an LLC and does not override sub. (1). Lenticular Europe, LLC v. Cunnally, 2005 WI App 33, 279 Wis. 2d 385, 693 N.W.2d 302, 04-1054.
183.1020 183.1020 Grounds for revocation.
183.1020(1)(1)Except as provided in sub. (2), the department may bring a proceeding under s. 183.1021 to revoke the certificate of registration of a foreign limited liability company registered to transact business in this state if any of the following applies:
183.1020(1)(a) (a) The foreign limited liability company fails to file its annual report with the department within 4 months after it is due.
183.1020(1)(b) (b) The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
183.1020(1)(c) (c) The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.
183.1020(1)(d) (d) The foreign limited liability company does not inform the department under s. 183.1008 or 183.1009 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.
183.1020(1)(e) (e) The foreign limited liability company obtained its certificate of registration through fraud.
183.1020(1)(f) (f) The department receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.
183.1020(2) (2)If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the department shall revoke the foreign limited liability company's certificate of registration under s. 183.1021 (2) (b).
183.1020(3) (3)A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign limited liability company's certificate of registration under s. 183.1021 (2) (b).
183.1020 History History: 1995 a. 27; 2001 a. 44.
183.1021 183.1021 Procedure for and effect of revocation.
183.1021(1)(1)If the department determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the department shall give the foreign limited liability company written notice of the determination by first class mail, addressed to the foreign limited liability company's registered office.
183.1021(2)(a)(a) Within 60 days after the notice takes effect, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.
183.1021(2)(b) (b) If the foreign limited liability company fails to satisfy par. (a), the department may revoke the foreign limited liability company's certificate of registration by entering a notation in the department's records to reflect each ground for revocation and the effective date of the revocation. The department shall give written notice of those facts to the foreign limited liability company by first class mail, addressed to the foreign limited liability company's registered office.
183.1021(2g) (2g)
183.1021(2g)(a)(a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign limited liability company, addressed to the principal office of the foreign limited liability company.
183.1021(2g)(b) (b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited liability company's principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department's Internet site.
183.1021(2r) (2r)A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the earliest of the following:
183.1021(2r)(a) (a) When received.
183.1021(2r)(b) (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
183.1021(2r)(c) (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
183.1021(3) (3)The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.1002 (2), ends on the effective date of revocation of its certificate of registration as reflected in the records of the department.
183.1021(4) (4)If the department or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.
183.1021(5) (5)Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.
183.1021 History History: 1995 a. 27; 2001 a. 44; 2011 a. 234; 2013 a. 20.
183.1022 183.1022 Appeal from revocation.
183.1022(1)(1)A foreign limited liability company may appeal the department's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after notice of revocation takes effect under s. 183.1021 (2r). The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the department's notice of revocation.
183.1022(2) (2)The court may order the department to reinstate the certificate of registration or may take any other action that the court considers appropriate.
183.1022(3) (3)The court's final decision may be appealed as in other civil proceedings.
183.1022 History History: 1995 a. 27; 2001 a. 44.
subch. XI of ch. 183 SUBCHAPTER XI
SUITS BY AND AGAINST A LIMITED
LIABILITY COMPANY
183.1101 183.1101 Authority to sue on behalf of limited liability company.
183.1101(1)(1)Unless otherwise provided in an operating agreement, an action on behalf of a limited liability company may be brought in the name of the limited liability company by one or more members of the limited liability company, whether or not the management of the limited liability company is vested in one or more managers, if the members are authorized to sue by the affirmative vote as described in s. 183.0404 (1) (a), except that the vote of any member who has an interest in the outcome of the action that is adverse to the interest of the limited liability company shall be excluded.
183.1101(2) (2)In an action brought on behalf of a limited liability company, the member bringing the action shall be a member at the time of bringing the action and at the time of the transaction which is the subject of the action or the person's status as a member devolved upon that person by operation of law or under the terms of an operating agreement from a person who was a member at the time of the transaction.
183.1101(3) (3)In an action brought on behalf of a limited liability company, the complaint shall describe with particularity the authorization of the member to bring the action and the determination of the authorization.
183.1101(4) (4)If an action brought on behalf of a limited liability company is successful, in whole or in part, as a result of a judgment, compromise or settlement of the action, the court may award the member bringing the action reasonable expenses, including reasonable attorney fees, from any recovery in the action or from the limited liability company.
183.1101 History History: 1993 a. 112; 1995 a. 400.
183.1101 Annotation The members of a limited liability company (LLC) have standing to assert individual claims against other members and managers of the LLC based on harm to the members or harm to the LLC. Corporate principles of derivative standing under ss. 180.0740 to 180.0747 do not apply to the distinct business form of an LLC. The only provision of this chapter relating to suits in the name of an LLC is this section, which does not require that claims against LLC members be brought in the name of the LLC, nor does it otherwise limit a member's ability to sue other members or managers in their individual capacities. Marx v. Morris, 2019 WI 34, 386 Wis. 2d 122, 925 N.W.2d 112, 17-0146.
183.1101 Annotation This section does not require a formal vote or written consent. It requires the complaint to “describe with particularity the authorization of the member to bring this action." Carhart-Halaska International v. Carhart, Inc., 920 F. Supp. 2d 971 (2013).
183.1102 183.1102 Effect of lack of authority to sue. The lack of authority of a member to sue on behalf of a limited liability company may not be asserted by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.
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2017-18 Wisconsin Statutes updated through 2019 Wis. Act 186 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on July 1, 2020. Published and certified under s. 35.18. Changes effective after July 1, 2020, are designated by NOTES. (Published 7-1-20)