AB854: Bill Text

AB854,353,12 (2) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under s. 183.0503 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:

AB854,353,15 (a) Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.

AB854,353,18 (b) The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.

AB854,353,22 (3) If a record delivered by a limited liability company to the department for filing becomes effective and contains a provision that would be ineffective under s. 183.0105 (3) or (4) (c) if contained in the operating agreement, the provision is ineffective in the record.

AB854,353,25 (4) Subject to sub. (3), if a record delivered by a limited liability company to the department for filing becomes effective and conflicts with a provision of the operating agreement, all of the following apply:

AB854,354,2 (a) The agreement prevails as to members, persons dissociated as members, transferees, and managers.

AB854,354,4 (b) The record prevails as to other persons to the extent they reasonably rely on the record.

AB854,354,6 183.01075 Required information. A limited liability company shall maintain at its principal office all of the following information:

AB854,354,8 (1) A list showing the full name and last-known street and mailing addresses of each past and present member and, if applicable, manager, in alphabetical order.

AB854,354,11 (2) A copy of the articles of organization and all amendments to and restatements of the articles, together with signed copies of any powers of attorney under which any articles, amendments, or restatements have been signed.

AB854,354,13 (3) A copy of any filed articles of merger, interest exchange, conversion, or domestication.

AB854,354,15 (4) A copy of the limited liability company's federal, state, and local income or franchise tax returns and financial statements, if any, for the 3 most recent years.

AB854,354,17 (5) A copy of all written operating agreements and any amendments to and restatements of such written operating agreements.

AB854,354,20 (6) A copy of any record made by the company during the past 3 years of any consent given by or vote taken of any member or manager pursuant to this chapter or the operating agreement.

AB854,354,22 (7) Unless contained in a written operating agreement, a record stating all of the following:

AB854,354,24 (a) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member.

AB854,355,2 (b) The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each member are to be made.

AB854,355,4 183.0108 Nature, purpose, and duration of limited liability company. (1) A limited liability company is an entity distinct from its member or members.

AB854,355,8 (2) A limited liability company may have any lawful purpose, regardless of whether for profit. A limited liability company engaging in a business that is subject to the provisions of another chapter may organize under this chapter only if not prohibited by, and is subject to all limitations of, the other chapter.

AB854,355,9 (3) A limited liability company has perpetual duration.

AB854,355,11 (3m) An interest in a limited liability company may be a security, as specified in s. 551.102 (28) (e).

AB854,355,14 183.0109 Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

AB854,355,16 183.0110 Applicability. (1) This chapter applies to a limited liability company formed on or after January 1, 2021.

AB854,355,18 (2) On January 1, 2021, this chapter applies to a limited liability company formed before January 1, 2021, except as follows:

AB854,355,25 (a) If the effective date of this paragraph is before January 1, 2021, and a limited liability company elects, in a manner allowed by law for amending the operating agreement, to be subject to this chapter as of any date after the effective date of this paragraph and before January 1, 2021, and files with the department a statement of applicability to that effect, this chapter applies to the limited liability company as of the date that the statement of applicability is effective under s. 183.0207.

AB854,356,12 (b) If a limited liability company elects, in a manner allowed by law for amending the operating agreement, to continue to be subject to ch. 183, 2017 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2021, the limited liability company shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. The limited liability company shall instead be and remain subject to ch. 183, 2017 stats. Thereafter, if the limited liability company elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the limited liability company as of the date that the statement of applicability is effective under s. 183.0207.

AB854,356,14 (c) Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited liability company shall be irrevocable upon such filing.

AB854,356,16 (d) Upon this chapter becoming applicable with respect to a limited liability company, all of the following apply:

AB854,356,19 1. This chapter shall not, and the corresponding provisions of ch. 183, 2017 stats., shall, be applicable with respect to obligations incurred by the limited liability company prior to such applicability.

AB854,356,23 2. Any provisions of an operating agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the limited liability company shall continue to be valid and applicable to the extent allowed under prior law.

AB854,356,25 183.0111 Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

AB854,357,5 183.0112 Permitted names. (1) The name of a limited liability company must contain the phrase “limited liability company" or “limited company" or the abbreviation “LLC" or “LC" or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation. “Limited" may be abbreviated as “Ltd.," and “company" may be abbreviated as “Co."

AB854,357,8 (2) The name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the department from all of the following:

AB854,357,10 (a) Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

AB854,357,12 (b) Any name of a limited liability partnership whose statement of qualification is in effect.

AB854,357,14 (c) Any name under which a person is registered to do business in this state by the filing of a record by the department.

AB854,357,16 (d) Any name reserved under s. 183.0113 or other law of this state providing for the reservation of a name by the filing of a record by the department.

AB854,357,18 (e) Any name registered under s. 183.0114 or other law of this state providing for the registration of a name by the filing of a record by the department.

AB854,357,23 (3m) A limited liability company or foreign limited liability company may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:

AB854,358,5 (a) The corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association that has or has registered or reserved the name consents in writing to the use and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

AB854,358,8 (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

AB854,358,18 (4) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating the type of person, such as “corporation," “ Corp.," “incorporated," “Inc.," “service corporation," “SC," “ Limited," “Ltd.," “limited partnership," “LP," “limited liability partnership," “LLP," “ registered limited liability partnership," “RLLP," “limited liability limited partnership," “ LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

AB854,358,23 (6) The name of a limited liability company or foreign limited liability company may not contain language stating or implying that the limited liability company is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

AB854,359,5 (9m) A limited liability company or foreign limited liability company may use in this state the name, including the fictitious name, that is used in this state by a corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, foreign limited liability company, general cooperative association, or limited cooperative association if the limited liability company or foreign limited liability company proposing to use the name has done any of the following:

AB854,359,6 (a) Merged with the other business entity.

AB854,359,7 (b) Been formed by reorganization of the other business entity.

AB854,359,9 (c) Acquired all or substantially all of the assets, including the name, of the other business entity.

AB854,359,17 183.0113 Reservation of name. (1) A person may reserve the exclusive use of a name that complies with s. 183.0112, including a fictitious name for a foreign limited liability company whose company name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.

AB854,359,21 (2) The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.

AB854,359,25 183.0114 Registration of name. (1) A foreign limited liability company not registered to do business in this state under subch. IX may register its name, or a fictitious name adopted pursuant to s. 183.0906, if the name is distinguishable on the records of the department from the names that are not available under s. 183.0112.

AB854,360,6 (2) To register its name or a fictitious name adopted pursuant to s. 183.0906, a foreign limited liability company must deliver to the department for filing an application stating the company's name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 183.0906. If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.

AB854,360,8 (3) The registration of a name under this section expires annually on December 31.

AB854,360,13 (4) A foreign limited liability company whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.

AB854,360,17 (5) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

AB854,360,23 183.0115 Registered agent and registered office. (1) Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.

AB854,361,5 (1m) The registered office of a limited liability company or registered foreign limited liability company may, but need not, be the same as any of the company's places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. Except as provided in s. 165.68 (5) (f) 1., the registered agent of a limited liability company or registered foreign limited liability company shall be any of the following:

AB854,361,7 (a) A natural person who resides in this state and whose business office is identical with the registered office.

AB854,361,10 (b) A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.

AB854,361,14 (c) A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.

AB854,361,17 (2) A registered agent for a limited liability company or registered foreign limited liability company must have an e-mail address and a place of business or activity in this state.

AB854,361,19 (3) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

AB854,361,23 (a) To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process, notice, or demand pertaining to the company or foreign company which is served on or received by the agent.

AB854,362,3 (b) If the registered agent resigns, to provide the notice required by s. 183.0117 (3) to the company or foreign company at the address most recently supplied to the agent by the company or foreign company.

AB854,362,5 (c) To keep current the information with respect to the agent in the articles of organization or foreign registration statement.

AB854,362,10 183.0116 Change of registered agent or registered office by limited liability company. (1) A limited liability company or registered foreign limited liability company may change its registered agent or registered office as provided in s. 183.0212 (5) or by delivering to the department for filing a statement of change that states all of the following:

AB854,362,11 (a) The name of the company or foreign company.

AB854,362,13 (b) The information that is to be in effect as a result of the filing of the statement of change.

AB854,362,15 (2) The members or managers of a limited liability company need not approve the filing of any of the following:

AB854,362,16 (a) A statement of change under this section.

AB854,362,18 (b) A similar filing changing the registered agent or registered office, if any, of the company in any other jurisdiction.

AB854,362,21 (3) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.

AB854,362,23 (4) As an alternative to using the procedure in this section, a limited liability company may amend its articles of organization.

AB854,363,2 183.0117 Resignation of registered agent. (1) A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the department for filing a statement of resignation that states all of the following:

AB854,363,3 (a) The name of the company or foreign company.

AB854,363,4 (b) The name of the agent.

AB854,363,6 (c) That the agent resigns from serving as registered agent for the company or foreign company.

AB854,363,8 (d) The address of the company or foreign company to which the agent will send the notice required by sub. (3).

AB854,363,10 (2) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

AB854,363,12 (a) Sixty days after the department receives the statement of resignation for filing.

AB854,363,14 (b) The date on which the appointment of a successor registered agent is effective.

AB854,363,17 (3) A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.

AB854,363,23 (4) 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 limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company.

AB854,364,3 (5) A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.

AB854,364,12 183.0118 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any limited liability company or foreign limited liability company for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the company or foreign company in writing of the change and deliver to the department for filing a statement of change that recites that the company or foreign company has been notified of the change and states all of the following:

AB854,364,14 (a) The name of the limited liability company or registered foreign limited liability company represented by the registered agent.

AB854,364,16 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the company or foreign company.

AB854,364,17 (c) Any new name, new e-mail address, or new street address of the agent.

AB854,364,20 (2) A registered agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the department of the statement of change and the changes made by the statement.

AB854,365,2 183.0119 Service of process, notice, or demand. (1) A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law 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. 183.0103 (5).