AB854: Bill Text

AB854,335,15 (c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.

AB854,581 Section 581 . 181.1508 of the statutes is repealed and recreated to read:

AB854,335,21 181.1508 Change of registered agent or registered office of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following:

AB854,335,22 (a) The name of the foreign corporation.

AB854,335,24 (b) The information that is to be in effect as a result of the filing of the statement of change.

AB854,336,3 (2) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.

AB854,336,5 (3) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

AB854,582 Section 582 . 181.1509 (1) (title) of the statutes is repealed.

AB854,583 Section 583. 181.1509 (1) (intro.), (a) and (b) of the statutes are amended to read:

AB854,336,11 181.1509 (1) (intro.) The A registered agent of a foreign corporation may resign as agent for a foreign corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

AB854,336,12 (a) The name of the foreign corporation for which the registered agent is acting.

AB854,336,13 (b) The name of the registered agent.

AB854,584 Section 584 . 181.1509 (1) (bm) of the statutes is created to read:

AB854,336,16 181.1509 (1) (bm) That the agent resigns from serving as registered agent for the foreign corporation.

AB854,585 Section 585. 181.1509 (1) (c) of the statutes is amended to read:

AB854,336,20 181.1509 (1) (c) The street address of the foreign corporation's current registered office and its principal office foreign corporation to which the agent will send the notice required by sub. (4).

AB854,586 Section 586 . 181.1509 (1) (d) and (e) of the statutes are repealed.

AB854,587 Section 587 . 181.1509 (2) of the statutes is repealed.

AB854,588 Section 588 . 181.1509 (3) (title) of the statutes is repealed.

AB854,589 Section 589. 181.1509 (3) (intro.) of the statutes is amended to read:

AB854,337,2 181.1509 (3) (intro.) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

AB854,590 Section 590 . 181.1509 (4), (5) and (6) of the statutes are created to read:

AB854,337,6 181.1509 (4) A registered agent promptly shall furnish to the foreign corporation notice in a record of the date on which a statement of resignation was filed.

AB854,337,11 (5) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.

AB854,337,13 (6) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.

AB854,591 Section 591. 181.1510 (title) of the statutes is amended to read:

AB854,337,16 181.1510 (title) Service of process, notice, or demand on foreign corporation.

AB854,592 Section 592 . 181.1510 (1) (title) of the statutes is repealed.

AB854,593 Section 593. 181.1510 (1) of the statutes is amended to read:

AB854,338,2 181.1510 (1) Except as provided in subs. (2) and (3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of A foreign corporation may be served with any process, notice, or demand required or permitted by law to be served on the foreign corporation by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4).

AB854,594 Section 594 . 181.1510 (2) (title) of the statutes is repealed.

AB854,595 Section 595 . 181.1510 (3) (title) of the statutes is repealed.

AB854,596 Section 596 . 181.1510 (4) (title) of the statutes is repealed.

AB854,597 Section 597. 181.1510 (4) (a) (intro.), 1. and 3. of the statutes are amended to read:

AB854,338,13 181.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the foreign corporation at its principal office, as shown on the records of the department on the date of sending, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

AB854,338,15 1. The date on which the foreign corporation receives the mail or delivery by commercial delivery service.

AB854,338,18 3. Five days after it is deposited its deposit in the U.S. mail, if mailed postpaid and correctly addressed or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

AB854,598 Section 598. 181.1510 (4) (b) of the statutes is amended to read:

AB854,339,3 181.1510 (4) (b) Except as provided in s. 181.1531 (2g) (b), if If process, notice, or demand in an action cannot be served on a foreign corporation pursuant to subs. (1) to (3), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the foreign corporation if the individual served is not a plaintiff in the action. If the address of the foreign corporation's principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the department, is located.

AB854,599 Section 599 . 181.1510 (4m) of the statutes is created to read:

AB854,339,6 181.1510 (4m) Service of process, notice, or demand on a registered agent must be in a written record.

AB854,600 Section 600 . 181.1510 (5) of the statutes is repealed and recreated to read:

AB854,339,9 181.1510 (5) Service of process, notice, or demand may be made by other means under law other than this chapter.

AB854,601 Section 601 . 181.1520 (2) (c) of the statutes is amended to read:

AB854,339,15 181.1520 (2) (c) A statement that whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under s. 181.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising during the time it was authorized to transact business in this state.

AB854,602 Section 602 . 181.1533 of the statutes is repealed.

AB854,603 Section 603. 181.1622 (title) of the statutes is renumbered 181.0214.

AB854,604 Section 604. 181.1622 (1) of the statutes is repealed.

AB854,605 Section 605. 181.1622 (2) (title) of the statutes is repealed.

AB854,606 Section 606. 181.1622 (2) of the statutes is renumbered 181.0214 (2) and amended to read:

AB854,339,24 181.0214 (2) Information in the annual report shall must be current as of the date on which the annual the report is executed on behalf of a domestic signed by the corporation or foreign corporation.

AB854,607 Section 607. 181.1622 (3) (title) of the statutes is repealed.

AB854,608 Section 608. 181.1622 (3) of the statutes is renumbered 181.0214 (3), and 181.0214 (3) (a), as renumbered, is amended to read:

AB854,340,7 181.0214 (3) (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated or domesticated under s. 181.1533 corporation's articles of incorporation became effective, during the calendar year quarter in which the anniversary date of incorporation the articles' effective date occurs.

AB854,609 Section 609. 181.1622 (4) (title) of the statutes is repealed.

AB854,610 Section 610. 181.1622 (4) of the statutes is renumbered 181.0214 (4) and amended to read:

AB854,340,17 181.0214 (4) If an annual report does not contain the information required by this section, the department promptly shall promptly notify the reporting domestic corporation or foreign corporation in writing a record and return the report to it for correction. The notice shall comply with s. 181.0141. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the such notice under s. 181.0141 (5), the annual report is timely filed.

AB854,611 Section 611. 181.1622 (5) of the statutes is repealed.

AB854,612 Section 612 . 182.01 (3) (intro.) of the statutes is amended to read:

AB854,341,15 182.01 (3) Name of drafter on documents. (intro.) No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share, interest exchange, conversion, or domestication, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185, 187, or 193; no articles of organization, amended or restated articles of organization, statement of dissolution, statement of rescission of dissolution or statement of withdrawal of a statement of dissolution, articles of merger, conversion, interest exchange, or domestication, or statement of abandonment, provided for pursuant to ch. 183; no statement of qualification or amendment or cancellation of a statement of qualification under s. 178.0901 or articles of merger, interest exchange, conversion, or domestication under ch. 178; and no certificate of limited partnership, certificate of amendment, restated or amended certificate of limited partnership or certificate of cancellation, statement of dissolution, statement of termination, or articles of merger, interest exchange, conversion, or domestication, provided for pursuant to ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: “This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:

AB854,613 Section 613 . Chapter 183 of the statutes is repealed and recreated to read:

AB854,341,17 CHAPTER 183

AB854,341,18 UNIFORM LIMITED LIABILITY

AB854,341,19 COMPANY law

AB854,341,20 subchapter I

AB854,341,21 general provisions

AB854,341,23 183.0101 Short title. This chapter shall be known and may be cited as the “Wisconsin Uniform Limited Liability Company Law."

AB854,341,24 183.0102 Definitions. In this chapter:

AB854,342,2 (1) “Articles of organization" means the articles required by s. 183.0201. The term includes the articles as amended or restated.

AB854,342,3 (1m) “Business" includes every trade, occupation, and profession.

AB854,342,6 (2) “Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 183.0402 which is provided by a person to a limited liability company to become a member or in the person's capacity as a member.

AB854,342,8 (3) “Debtor in bankruptcy" means a person that is the subject of any of the following:

AB854,342,10 (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

AB854,342,12 (b) A comparable order under federal, state, or foreign law governing insolvency.

AB854,342,13 (3m) “Department" means the department of financial institutions.

AB854,342,17 (4) (a) Except as provided in par. (b), “distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term includes all of the following:

AB854,342,19 1. A redemption or other purchase by a limited liability company of a transferable interest.

AB854,342,23 2. A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or have access to records or other information concerning the company's activities and affairs.

AB854,343,3 (b) “Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to members for good and valuable consideration other than in their capacity as members.

AB854,343,5 (4c) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.

AB854,343,7 (4j) “Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB854,343,8 (4p) “Entity" means a person other than an individual.

AB854,343,10 (4t) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.

AB854,343,13 (5) “Foreign limited liability company" means an association that would be a limited liability company subject to this chapter but for the fact that its governing law is not the law of this state.

AB854,343,15 (5g) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

AB854,343,20 (5m) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 183.0104 or the corresponding applicable law with respect to entities other than domestic limited liability companies.

AB854,343,22 (5p) “Individual" includes the estate of an individual adjudicated incompetent or a deceased individual.

AB854,343,24 (6) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

AB854,344,2 (7m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.