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AB566,363,5 3(3) A statement of change under this section designating a new registered
4agent is an affirmation of fact by the limited liability company or registered foreign
5limited liability company that the agent has consented to serve.
AB566,363,7 6(4) As an alternative to using the procedure in this section, a limited liability
7company may amend its articles of organization.
AB566,363,11 8183.0117 Resignation of registered agent. (1) A registered agent may
9resign as agent for a limited liability company or registered foreign limited liability
10company by delivering to the department for filing a statement of resignation that
11states all of the following:
AB566,363,1212 (a) The name of the company or foreign company.
AB566,363,1313 (b) The name of the agent.
AB566,363,1514 (c) That the agent resigns from serving as registered agent for the company or
15foreign company.
AB566,363,1716 (d) The address of the company or foreign company to which the agent will send
17the notice required by sub. (3).
AB566,363,19 18(2) The resignation under sub. (1) is effective and, if applicable, the registered
19office is discontinued on the earlier of the following:
AB566,363,2120 (a) Sixty days after the department receives the statement of resignation for
21filing.
AB566,363,2322 (b) The date on which the appointment of a successor registered agent is
23effective.
AB566,364,3
1(3) A registered agent promptly shall furnish to the limited liability company
2or registered foreign limited liability company notice in a record of the date on which
3a statement of resignation was filed.
AB566,364,9 4(4) When a statement of resignation takes effect, the registered agent ceases
5to have responsibility under this chapter for any matter thereafter tendered to it as
6agent for the limited liability company or registered foreign limited liability
7company. The resignation does not affect any contractual rights the company or
8foreign company has against the agent or that the agent has against the company
9or foreign company.
AB566,364,12 10(5) A registered agent may resign with respect to a limited liability company
11or registered foreign limited liability company whether or not the company or foreign
12company is in good standing.
AB566,364,21 13183.0118 Change of name or address by registered agent. (1) If the name
14or e-mail address of a registered agent changes or if the street address of a registered
15agent's office changes, the registered agent may change the name or e-mail address
16of the registered agent or street address of the registered office of any limited liability
17company or foreign limited liability company for which he, she, or it is the registered
18agent. To make the change under this subsection, the registered agent shall notify
19the company or foreign company in writing of the change and deliver to the
20department for filing a statement of change that recites that the company or foreign
21company has been notified of the change and states all of the following:
AB566,364,2322 (a) The name of the limited liability company or registered foreign limited
23liability company represented by the registered agent.
AB566,364,2524 (b) The name, e-mail address, and street address of the agent as currently
25shown in the records of the department for the company or foreign company.
AB566,365,1
1(c) Any new name, new e-mail address, or new street address of the agent.
AB566,365,4 2(2) A registered agent promptly shall furnish notice to the represented limited
3liability company or registered foreign limited liability company of the filing by the
4department of the statement of change and the changes made by the statement.
AB566,365,10 5183.0119 Service of process, notice, or demand. (1) A limited liability
6company or registered foreign limited liability company may be served with any
7process, notice, or demand required or permitted by law by serving its registered
8agent. The department may serve any written notice required or authorized under
9this chapter by e-mailing it to the registered agent's e-mail address on file with the
10department, and such notice shall be effective as provided in s. 183.0103 (5).
AB566,365,17 11(2) Except as provided in sub. (3), if a limited liability company or registered
12foreign limited liability company had no registered agent, or its registered agent
13cannot with reasonable diligence be served, the company or foreign company may be
14served by registered or certified mail, return receipt requested, or by similar
15commercial delivery service, addressed to the company or foreign company at its
16principal office, as shown on records of the department on the date of sending.
17Service is perfected under this subsection at the earliest of the following:
AB566,365,1918 (a) The date the company or foreign company receives the mail or delivery by
19the commercial delivery service.
AB566,365,2120 (b) The date shown on the return receipt, if signed on behalf of the company or
21foreign company.
AB566,365,2322 (c) Five days after it is deposited in the U.S. mail, or with the commercial
23delivery service, if correctly addressed and with sufficient postage or payment.
AB566,366,8 24(3) If process, notice, or demand in an action cannot be served on a limited
25liability company or registered foreign limited liability company pursuant to sub. (1)

1or (2), service may be made by handing a copy to the individual in charge of any
2regular place of business or activity of the company or foreign company if the
3individual served is not a plaintiff in the action. If the address of the company's or
4foreign company's principal office cannot be determined from the records of the
5department, the company or foreign company may be served by publishing a class
63 notice, under ch. 985, in the community where the company's or foreign company's
7principal office or registered office, as most recently designated in the records of the
8department, is located.
AB566,366,10 9(4) Service of process, notice, or demand on a registered agent must be in a
10written record.
AB566,366,12 11(5) Service of process, notice, or demand may be made by other means under
12law other than this chapter.
AB566,366,15 13183.0120 Delivery of record. (1) Except as otherwise provided in this
14chapter, permissible means of delivery of a record include delivery by hand, mail,
15conventional commercial practice, and electronic transmission.
AB566,366,17 16(2) Delivery to the department is effective only when a record is received by the
17department.
AB566,366,22 18183.0122 Filing fees; certified copies. (1) Subject to sub. (2) (a), the
19department may collect a fee for filing, or providing a certified copy of, a record under
20this chapter. The department may charge a fee for providing a certified copy of any
21record, or for filing any record not identified in sub. (2) (a), pursuant to a rule
22promulgated under this subsection or s. 182.01 (4).
AB566,366,25 23(2) (a) Except as provided under pars. (c) and (d), the department shall collect
24the following fees when the records described in this paragraph are delivered to the
25department for filing:
AB566,367,1
11. Articles of organization, $130.
AB566,367,22 2. Application for use of indistinguishable name, $10.
AB566,367,33 3. Application for reserved name, $15.
AB566,367,44 4. Application for renewal of reserved name, $15.
AB566,367,55 5. Notice of transfer of reserved name, $10.
AB566,367,66 6. Application for registered name, $50.
AB566,367,77 7. Application for renewal of registered name, $50.
AB566,367,98 8. Statement of change of registered agent or registered office or registered
9agent's name, e-mail address, or street address under s. 183.0116 or 183.0118, $10.
AB566,367,1010 9. Statement of resignation of registered agent, $10.
AB566,367,1111 10. Amendment or restatement of articles of organization, $40.
AB566,367,1212 11. Articles of merger, conversion, interest exchange, or domestication, $150.
AB566,367,1313 12. Statement of dissolution or statement of termination, $20.
AB566,367,1414 13. Foreign registration statement, $100.
AB566,367,1515 14. Amendment of foreign registration statement, $40.
AB566,367,1716 15. Statement of withdrawal or cancellation of foreign registration or
17application for transfer of foreign registration, $40.
AB566,367,1818 16. Statement of correction, $40.
AB566,367,1919 17. Annual report of a domestic limited liability company, $25.
AB566,367,2020 18. Annual report of a foreign limited liability company, $65.
AB566,367,2521 (b) In addition to the fees required under par. (a) or permitted under sub. (1),
22the department shall collect the expedited service fee established under s. 182.01 (4)
23(d) for processing in an expeditious manner a record required or permitted to be filed
24with the department under this chapter or for preparing in an expeditious manner
25a certificate of status or certificate of registration under s. 183.0211.
AB566,368,2
1(c) The department may, by rule, specify a larger fee for filing records described
2in par. (a) in paper format.
AB566,368,43 (d) 1. In this paragraph, “student entrepreneur" means a student to whom all
4of the following apply:
AB566,368,55 a. The student is enrolled in a postsecondary institution in this state.
AB566,368,86 b. The student is an organizer of a limited liability company or will be a member
7of the limited liability company upon its formation, and the limited liability company
8is being formed as a business start-up.
AB566,368,99 c. The student is at least 18 years of age.
AB566,368,1110 2. The department may not collect a fee for filing articles of organization if all
11of the following apply:
AB566,368,1312 a. All members of the limited liability company, upon its formation, are student
13entrepreneurs.
AB566,368,1614 b. If the limited liability company is formed by any organizer who will not
15become a member of the limited liability company upon its formation, all such
16organizers of the limited liability company are student entrepreneurs.
AB566,368,18 17(3) A certified copy of a record filed by the department is conclusive evidence
18that the original record is on file with the department.
AB566,368,23 19(4) A person may not sign a document with intent that it be delivered to the
20department for filing, or deliver a document or cause a document to be delivered to
21the department for filing, if the person knows that the document is false in any
22material respect at the time of its delivery. Whoever violates this subsection is guilty
23of a Class I felony.
AB566,368,2424 subchapter II
AB566,369,2
1formation; articles of
2 organization and other filings
AB566,369,6 3183.0201 Formation of limited liability company; articles of
4organization.
(1) One or more persons may act as organizers to form a limited
5liability company by signing and delivering to the department for filing articles of
6organization.
AB566,369,7 7(2) The articles of organization shall contain all of the following information:
AB566,369,98 (a) A statement that the limited liability company is organized under this
9chapter.
AB566,369,1110 (b) The name of the limited liability company, which must comply with s.
11183.0112.
AB566,369,1212 (c) The street and mailing addresses of the company's principal office.
AB566,369,1413 (d) The name and street and mailing and e-mail addresses of the initial
14registered agent of the limited liability company.
AB566,369,1515 (e) The name and address of each organizer.
AB566,369,1716 (f) If applicable, the delayed effective date and time of the articles of
17organization permitted under s. 183.0207.
AB566,369,19 18(3) The articles of organization may set forth other information, including any
19of the following:
AB566,369,2120 (a) If management of the limited liability company is vested in one or more
21managers, a statement to that effect.
AB566,369,2222 (b) Provisions not inconsistent with law regarding any of the following:
AB566,369,2323 1. The purpose or purposes for which the limited liability company is organized.
AB566,369,2524 2. Managing the business and regulating the affairs of the limited liability
25company.
AB566,370,2
13. Defining, limiting, and regulating the powers of the limited liability
2company, its managers, and its members.
AB566,370,43 4. A par value for transferable interests or classes or series of transferable
4interests.
AB566,370,65 (c) Any provision that, under this chapter, is required or permitted to be set
6forth in a written operating agreement.
AB566,370,7 7(4) All of the following rules apply:
AB566,370,98 (a) A limited liability company is formed when the articles of organization
9become effective under s. 183.0207.
AB566,370,1110 (b) The department's filing of the articles of organization is conclusive proof
11that the limited liability company is organized and formed under this chapter.
AB566,370,1612 (c) The status of a limited liability company as a limited liability company or
13as a foreign limited liability company registered to transact business in this state and
14the liability of any member of any such limited liability company is not adversely
15affected by errors or subsequent changes in any information stated in any filing
16made under this chapter.
AB566,370,2517 (d) If a limited liability company or a foreign limited liability company that is
18registered to transact business in this state dissolves, but its business continues
19without winding up and without liquidating the company, the status of the limited
20liability company or foreign limited liability company before dissolution shall
21continue to be applicable to the company as it continues its business, and the
22company shall not be required to make any new filings under this chapter. Any
23filings made by such a limited liability company or foreign limited liability company
24before dissolution shall be considered to have been filed by the company while it
25continues its business.
AB566,371,5
1(e) If a limited liability company or a foreign limited liability company that is
2registered to transact business in this state dissolves, any filings made by the
3company before dissolution remain in effect as to the company and its members
4during the period of winding up and as to the members during the period after the
5company's liquidation or termination with respect to the liabilities of the company.
AB566,371,7 6183.0202 Amendment or restatement of articles of organization. (1)
7Articles of organization may be amended or restated at any time.
AB566,371,9 8(2) To amend its articles of organization, a limited liability company must
9deliver to the department for filing an amendment stating all of the following:
AB566,371,1010 (a) The name of the company.
AB566,371,1111 (b) The date of filing of its initial articles of organization.
AB566,371,1212 (c) The text of the amendment.
AB566,371,14 13(3) To restate its articles of organization, a limited liability company must
14deliver to the department for filing a restatement, designated as such in its heading.
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