AB854,573
24Section
573. 181.1507 (intro.) of the statutes is renumbered 181.1507 (1m)
25and amended to read:
AB854,334,4
1181.1507
(1m) Each foreign corporation shall
designate and continuously
2maintain
in this state a registered office and registered agent
in this state. The
3designation of a registered agent is an affirmation of the fact by the foreign
4corporation that the agent has consented to serve.
AB854,334,8
5(2m) The registered office may, but need not, be the same as any of its places
6of business
or activity. The registered office must be an actual physical location with
7a street address and not solely a post office box, mailbox service, or telephone
8answering services. The registered agent shall be any of the following:
AB854,574
9Section 574
. 181.1507 (1) (title) of the statutes is repealed.
AB854,575
10Section
575. 181.1507 (1) of the statutes is renumbered 181.1507 (2m) (a) and
11amended to read:
AB854,334,1312
181.1507
(2m) (a)
An individual
A natural person who resides in this state and
13whose business office is identical with the registered office.
AB854,576
14Section 576
. 181.1507 (2) (title) of the statutes is repealed.
AB854,577
15Section
577. 181.1507 (2) of the statutes is renumbered 181.1507 (2m) (b) and
16amended to read:
AB854,334,2017
181.1507
(2m) (b) A domestic corporation, stock corporation, limited
18partnership, limited liability partnership, or limited liability company
, incorporated
19or organized in this state or that has in effect a statement of qualification under s.
20178.0901, whose business office is identical with the registered office.
AB854,578
21Section 578
. 181.1507 (3) (title) of the statutes is repealed.
AB854,579
22Section
579. 181.1507 (3) of the statutes is renumbered 181.1507 (2m) (c) and
23amended to read:
AB854,335,224
181.1507
(2m) (c) A foreign corporation, stock corporation, limited
25partnership, registered limited liability partnership, or limited liability company
, if
1that entity is authorized to transact business in this state
, whose and the entity's 2business office is identical with the registered office.
AB854,580
3Section 580
. 181.1507 (3m) and (4m) of the statutes are created to read:
AB854,335,54
181.1507
(3m) A registered agent for a foreign corporation must have an
5e-mail address and a place of business or activity in this state.
AB854,335,7
6(4m) The only duties under this chapter of a registered agent that has complied
7with this chapter are the following:
AB854,335,108
(a) To forward to the foreign corporation at the address most recently supplied
9to the agent by the foreign corporation any process, notice, or demand pertaining to
10the foreign corporation which is served on or received by the agent.
AB854,335,1311
(b) If the registered agent resigns, to provide the notice required by s. 181.1509
12to the foreign corporation at the address most recently supplied to the agent by the
13foreign corporation.
AB854,335,1514
(c) To keep current the information with respect to the agent in the foreign
15corporation's certificate of authority.
AB854,581
16Section 581
. 181.1508 of the statutes is repealed and recreated to read:
AB854,335,21
17181.1508 Change of registered agent or registered office of foreign
18corporation. (1) A foreign corporation authorized to transact business in this state
19may change its registered agent or registered office as provided in s. 181.0214 (5) or
20by delivering to the department for filing a statement of change that states all of the
21following:
AB854,335,2222
(a) The name of the foreign corporation.
AB854,335,2423
(b) The information that is to be in effect as a result of the filing of the statement
24of change.
AB854,336,3
1(2) A statement of change under this section designating a new registered
2agent is an affirmation of fact by the foreign corporation that the agent has consented
3to serve.
AB854,336,5
4(3) As an alternative to using the procedure in this section, a foreign
5corporation may amend its certificate of authority.
AB854,582
6Section 582
. 181.1509 (1) (title) of the statutes is repealed.
AB854,583
7Section
583. 181.1509 (1) (intro.), (a) and (b) of the statutes are amended to
8read:
AB854,336,119
181.1509
(1) (intro.)
The
A registered agent
of a foreign corporation may resign
10as agent for a foreign corporation by
signing and delivering to the department for
11filing a statement of resignation that
includes
states all of the following
information:
AB854,336,1212
(a) The name of the foreign corporation
for which the registered agent is acting.
AB854,336,1313
(b) The name of the
registered agent.
AB854,584
14Section 584
. 181.1509 (1) (bm) of the statutes is created to read:
AB854,336,1615
181.1509
(1) (bm) That the agent resigns from serving as registered agent for
16the foreign corporation.
AB854,585
17Section
585. 181.1509 (1) (c) of the statutes is amended to read:
AB854,336,2018
181.1509
(1) (c) The
street address of the
foreign corporation's current
19registered office and its principal office foreign corporation to which the agent will
20send the notice required by sub. (4).
AB854,586
21Section 586
. 181.1509 (1) (d) and (e) of the statutes are repealed.
AB854,587
22Section 587
. 181.1509 (2) of the statutes is repealed.
AB854,588
23Section 588
. 181.1509 (3) (title) of the statutes is repealed.
AB854,589
24Section
589. 181.1509 (3) (intro.) of the statutes is amended to read:
AB854,337,2
1181.1509
(3) (intro.) The resignation
under sub. (1) is effective and, if
2applicable, the registered office is discontinued on the earlier of the following:
AB854,590
3Section 590
. 181.1509 (4), (5) and (6) of the statutes are created to read:
AB854,337,64
181.1509
(4) A registered agent promptly shall furnish to the foreign
5corporation notice in a record of the date on which a statement of resignation was
6filed.
AB854,337,11
7(5) When a statement of resignation takes effect, the registered agent ceases
8to have responsibility under this chapter for any matter thereafter tendered to it as
9agent for the foreign corporation. The resignation does not affect any contractual
10rights the foreign corporation has against the agent or that the agent has against the
11foreign corporation.
AB854,337,13
12(6) A registered agent may resign with respect to a foreign corporation whether
13or not the foreign corporation is in good standing.
AB854,591
14Section
591. 181.1510 (title) of the statutes is amended to read:
AB854,337,16
15181.1510 (title)
Service of process, notice, or demand on foreign
16corporation.
AB854,592
17Section 592
. 181.1510 (1) (title) of the statutes is repealed.
AB854,593
18Section
593. 181.1510 (1) of the statutes is amended to read:
AB854,338,219
181.1510
(1) Except as provided in subs. (2) and (3), the registered agent of a
20foreign corporation authorized to transact business in this state is the foreign
21corporation's agent for service of A foreign corporation may be served with any 22process, notice
, or demand required or permitted by law
to be served on the foreign
23corporation by serving its registered agent. The department may serve any written
24notice required or authorized under this chapter by e-mailing it to the registered
1agent's e-mail address on file with the department, and such notice shall be effective
2as provided in s. 181.0105 (4).
AB854,594
3Section 594
. 181.1510 (2) (title) of the statutes is repealed.
AB854,595
4Section 595
. 181.1510 (3) (title) of the statutes is repealed.
AB854,596
5Section 596
. 181.1510 (4) (title) of the statutes is repealed.
AB854,597
6Section
597. 181.1510 (4) (a) (intro.), 1. and 3. of the statutes are amended to
7read:
AB854,338,138
181.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
9(2) or (3), the foreign corporation may be served by registered or certified mail, return
10receipt requested,
or by similar commercial delivery service, addressed to the foreign
11corporation at its principal office
, as shown on the records of the department
on the
12date of sending, except as provided in par. (b). Service is perfected under this
13paragraph at the earliest of the following:
AB854,338,1514
1. The date
on which the foreign corporation receives the mail
or delivery by
15commercial delivery service.
AB854,338,1816
3. Five days after
it is deposited its deposit in the U.S. mail,
if mailed postpaid
17and correctly addressed or with the commercial delivery service, if correctly
18addressed and with sufficient postage or payment.
AB854,598
19Section
598. 181.1510 (4) (b) of the statutes is amended to read:
AB854,339,320
181.1510
(4) (b)
Except as provided in s. 181.1531 (2g) (b), if If process, notice,
21or demand in an action cannot be served on a foreign corporation pursuant to subs.
22(1) to (3), service may be made by handing a copy to the individual in charge of any
23regular place of business or activity of the foreign corporation if the individual served
24is not a plaintiff in the action. If the address of the foreign corporation's principal
25office cannot be determined from the records of the department, the foreign
1corporation may be served by publishing a class 3 notice, under ch. 985, in the
2community where the foreign corporation's principal office or registered office, as
3most recently designated in the records of the department, is located.
AB854,599
4Section 599
. 181.1510 (4m) of the statutes is created to read:
AB854,339,65
181.1510
(4m) Service of process, notice, or demand on a registered agent must
6be in a written record.
AB854,600
7Section 600
. 181.1510 (5) of the statutes is repealed and recreated to read:
AB854,339,98
181.1510
(5) Service of process, notice, or demand may be made by other means
9under law other than this chapter.
AB854,601
10Section 601
. 181.1520 (2) (c) of the statutes is amended to read:
AB854,339,1511
181.1520
(2) (c) A statement
that whether it revokes the authority of its
12registered agent to accept service on its behalf and
, in any event, that it
also consents
13to service of process under s. 181.1510 (3) and (4) in any civil, criminal,
14administrative or investigatory proceeding based on a cause of action arising during
15the time it was authorized to transact business in this state.
AB854,602
16Section 602
. 181.1533 of the statutes is repealed.
AB854,603
17Section
603. 181.1622 (title) of the statutes is renumbered 181.0214.
AB854,604
18Section
604. 181.1622 (1) of the statutes is repealed.
AB854,605
19Section
605. 181.1622 (2) (title) of the statutes is repealed.
AB854,606
20Section
606. 181.1622 (2) of the statutes is renumbered 181.0214 (2) and
21amended to read:
AB854,339,2422
181.0214
(2) Information in the annual report
shall must be current as of the
23date
on which the annual the report is
executed on behalf of a domestic
signed by the 24corporation
or foreign corporation.
AB854,607
25Section
607. 181.1622 (3) (title) of the statutes is repealed.
AB854,608
1Section
608. 181.1622 (3) of the statutes is renumbered 181.0214 (3), and
2181.0214 (3) (a), as renumbered, is amended to read:
AB854,340,73
181.0214
(3) (a) A domestic corporation shall deliver its annual report to the
4department in each year following the calendar year in which the domestic
5corporation was incorporated or domesticated under s. 181.1533 corporation's
6articles of incorporation became effective, during the calendar year quarter in which
7the anniversary date of
incorporation the articles' effective date occurs.
AB854,609
8Section
609. 181.1622 (4) (title) of the statutes is repealed.
AB854,610
9Section
610. 181.1622 (4) of the statutes is renumbered 181.0214 (4) and
10amended to read:
AB854,340,1711
181.0214
(4) If an annual report does not contain the information required by
12this section, the department
promptly shall
promptly notify the reporting
domestic 13corporation or foreign corporation in
writing
a record and return the report to it for
14correction.
The notice shall comply with s. 181.0141. If the annual report is corrected
15to contain the information required by this section and delivered to the department
16within 30 days after the effective date of
the
such notice
under s. 181.0141 (5), the
17annual report is timely filed.
AB854,611
18Section
611. 181.1622 (5) of the statutes is repealed.
AB854,612
19Section 612
. 182.01 (3) (intro.) of the statutes is amended to read:
AB854,341,1520
182.01
(3) Name of drafter on documents. (intro.) No articles of
21incorporation, articles of organization, articles of amendment, articles of merger,
22consolidation
or share, interest exchange,
conversion, or domestication, articles of
23dissolution, restated articles of incorporation, certificate of abandonment, or
24statement or articles of revocation of voluntary dissolution, provided for pursuant to
25ch. 180, 181,
183, 185, 187, or 193;
no articles of organization, amended or restated
1articles of organization, statement of dissolution, statement of rescission of
2dissolution or statement of withdrawal of a statement of dissolution, articles of
3merger, conversion, interest exchange, or domestication, or statement of
4abandonment, provided for pursuant to ch. 183; no statement of qualification or
5amendment or cancellation of a statement of qualification under s. 178.0901 or
6articles of merger, interest exchange, conversion, or domestication under ch. 178;
7and no certificate of limited partnership,
certificate of amendment, restated
or
8amended certificate of limited partnership
or certificate of cancellation, statement
9of dissolution, statement of termination, or articles of merger, interest exchange,
10conversion, or domestication, provided for pursuant to ch. 179, shall be filed by the
11department unless the name of the individual who, or the governmental agency
12which, drafted such document is printed, typewritten, stamped or written thereon
13in a legible manner. A document complies with this subsection if it contains a
14statement in the following form: “This document was drafted by.... (Name)". This
15subsection shall not apply to a document executed prior to December 1, 1967, or to:
AB854,613
16Section 613
. Chapter 183 of the statutes is repealed and recreated to read:
AB854,341,1717
CHAPTER 183
AB854,341,1818
UNIFORM LIMITED LIABILITY
AB854,341,1919
COMPANY law
AB854,341,2020
subchapter I
AB854,341,2121
general provisions
AB854,341,23
22183.0101 Short title. This chapter shall be known and may be cited as the
23“Wisconsin Uniform Limited Liability Company Law."
AB854,341,24
24183.0102 Definitions. In this chapter:
AB854,342,2
1(1) “Articles of organization" means the articles required by s. 183.0201. The
2term includes the articles as amended or restated.
AB854,342,3
3(1m) “Business" includes every trade, occupation, and profession.
AB854,342,6
4(2) “Contribution," except in the phrase “right of contribution," means property
5or a benefit described in s. 183.0402 which is provided by a person to a limited
6liability company to become a member or in the person's capacity as a member.
AB854,342,8
7(3) “Debtor in bankruptcy" means a person that is the subject of any of the
8following: