AB854: Bill Text

AB854,370,19 (d) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.

AB854,370,24 (e) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and as to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

AB854,371,2 183.0202 Amendment or restatement of articles of organization. (1) Articles of organization may be amended or restated at any time.

AB854,371,4 (2) To amend its articles of organization, a limited liability company must deliver to the department for filing an amendment stating all of the following:

AB854,371,5 (a) The name of the company.

AB854,371,6 (b) The date of filing of its initial articles of organization.

AB854,371,7 (c) The text of the amendment.

AB854,371,9 (3) To restate its articles of organization, a limited liability company must deliver to the department for filing a restatement, designated as such in its heading.

AB854,371,14 (4) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows or has notice that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do one of the following to correct the inaccuracy:

AB854,371,15 (a) Cause the articles to be amended.

AB854,371,17 (b) If appropriate, deliver to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.

AB854,371,20 183.0203 Signing of records to be delivered for filing to the department. (1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:

AB854,371,22 (a) Except as otherwise provided in pars. (b) and (c), a record signed by a limited liability company must be signed by a person authorized by the company.

AB854,371,24 (b) A company's initial articles of organization must be signed by at least one person acting as an organizer.

AB854,372,4 (c) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under s. 183.0702 (3) or a person appointed under s. 183.0702 (4) to wind up the activities and affairs.

AB854,372,6 (d) A statement of denial by a person under s. 183.0303 must be signed by that person.

AB854,372,8 (e) Any other record delivered on behalf of a person to the department for filing must be signed by that person.

AB854,372,12 (2) A record delivered for filing under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

AB854,372,14 (3) A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.

AB854,372,18 183.0204 Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following:

AB854,372,19 (a) The person to sign the record.

AB854,372,20 (b) The person to deliver the record to the department for filing.

AB854,372,21 (c) The department to file the record unsigned.

AB854,372,24 (2) If a petitioner under sub. (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action.

AB854,372,25 (3) A record filed under sub. (1) (c) is effective without being signed.

AB854,373,4 183.0205 Liability for inaccurate information in filed record. (1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:

AB854,373,6 (a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.

AB854,373,9 (b) Subject to sub. (2), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if all of the following apply:

AB854,373,10 1. The record was delivered for filing on behalf of the company.

AB854,373,13 2. The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have done any of the following:

AB854,373,14 a. Effected an amendment under s. 183.0202.

AB854,373,15 b. Filed a petition under s. 183.0204.

AB854,373,17 c. Delivered to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.

AB854,373,24 (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the department for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in sub. (1) (b) applies to those other members and not to the member that the operating agreement relieves of the responsibility.

AB854,374,3 (3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

AB854,374,6 183.0206 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

AB854,374,7 (a) The filing of the record must be required or permitted by this chapter.

AB854,374,9 (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

AB854,374,12 (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

AB854,374,14 (d) The record must be signed by a person authorized or required under this chapter to sign the record.

AB854,374,18 (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.

AB854,374,19 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

AB854,374,22 (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

AB854,375,2 (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.

AB854,375,5 (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

AB854,375,7 (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

AB854,375,10 183.0207 Effective date and time. Except as otherwise provided in s. 183.0208 and subject to s. 183.0209 (4), a record filed under this chapter is effective as follows:

AB854,375,12 (1) Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date:

AB854,375,13 (a) The time of day specified in the document as its effective time.

AB854,375,14 (b) If no effective time is specified, at the close of business.

AB854,375,16 (2) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 183.0210 (2).

AB854,375,22 (3) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

AB854,376,2 183.0208 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 183.1023 (2), 183.1033 (2), 183.1043 (2), and 183.1053 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

AB854,376,3 (2) A statement of withdrawal must satisfy all of the following:

AB854,376,5 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

AB854,376,6 (b) It must identify the record to be withdrawn.

AB854,376,9 (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

AB854,376,11 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

AB854,376,14 183.0209 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

AB854,376,15 (a) The record at the time of filing was inaccurate.

AB854,376,16 (b) The record was defectively signed.

AB854,376,17 (c) The electronic transmission of the record to the department was defective.

AB854,376,19 (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

AB854,376,20 (3) (a) A statement of correction may not state a delayed effective date.

AB854,376,21 (b) A statement of correction must satisfy all of the following:

AB854,376,22 1. It must be signed by the person correcting the filed record.

AB854,376,23 2. It must identify the filed record to be corrected.

AB854,376,24 3. It must specify the inaccuracy or defect to be corrected.

AB854,376,25 4. It must correct the inaccuracy or defect.

AB854,377,4 (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 183.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

AB854,377,8 183.0210 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

AB854,377,13 (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.

AB854,377,15 (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

AB854,377,17 (a) Return the record or notify the person that submitted the record of the refusal.

AB854,377,18 (b) Provide a brief explanation in a record of the reason for the refusal.

AB854,377,22 (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

AB854,377,24 (5) The filing of or refusal to file a record does not create a presumption of any of the following:

AB854,377,25 (a) That the record does or does not conform to the requirements of this chapter.

AB854,378,1 (b) That the information contained in the record is correct or incorrect.

AB854,378,4 (6) Except as otherwise provided by s. 183.0119 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

AB854,378,5 (a) In person to the person that submitted it.

AB854,378,6 (b) To the address of the person's registered agent.

AB854,378,7 (c) To the principal office of the person.

AB854,378,8 (d) To another address the person provides to the department for delivery.

AB854,378,11 183.0211 Certificate of status. (1) Any person may obtain from the department, upon request, a certificate of status for a limited liability company or registered foreign limited liability company.

AB854,378,12 (2) A certificate of status shall include all of the following information:

AB854,378,14 (a) The domestic company's company name or the foreign company's company name and fictitious name, if any, used in this state.

AB854,378,15 (b) Whether each of the following is true:

AB854,378,18 1. The domestic company is a limited liability company whose governing law is the law of this state, or the foreign company is authorized to transact business in this state.