AB566: Bill Text

AB566,368,24 subchapter II

AB566,369,2 formation; articles of organization and other filings

AB566,369,6 183.0201 Formation of limited liability company; articles of organization. (1) One or more persons may act as organizers to form a limited liability company by signing and delivering to the department for filing articles of organization.

AB566,369,7 (2) The articles of organization shall contain all of the following information:

AB566,369,9 (a) A statement that the limited liability company is organized under this chapter.

AB566,369,11 (b) The name of the limited liability company, which must comply with s. 183.0112.

AB566,369,12 (c) The street and mailing addresses of the company's principal office.

AB566,369,14 (d) The name and street and mailing and e-mail addresses of the initial registered agent of the limited liability company.

AB566,369,15 (e) The name and address of each organizer.

AB566,369,17 (f) If applicable, the delayed effective date and time of the articles of organization permitted under s. 183.0207.

AB566,369,19 (3) The articles of organization may set forth other information, including any of the following:

AB566,369,21 (a) If management of the limited liability company is vested in one or more managers, a statement to that effect.

AB566,369,22 (b) Provisions not inconsistent with law regarding any of the following:

AB566,369,23 1. The purpose or purposes for which the limited liability company is organized.

AB566,369,25 2. Managing the business and regulating the affairs of the limited liability company.

AB566,370,2 3. Defining, limiting, and regulating the powers of the limited liability company, its managers, and its members.

AB566,370,4 4. A par value for transferable interests or classes or series of transferable interests.

AB566,370,6 (c) Any provision that, under this chapter, is required or permitted to be set forth in a written operating agreement.

AB566,370,7 (4) All of the following rules apply:

AB566,370,9 (a) A limited liability company is formed when the articles of organization become effective under s. 183.0207.

AB566,370,11 (b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

AB566,370,16 (c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.

AB566,370,25 (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.

AB566,371,5 (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.

AB566,371,7 183.0202 Amendment or restatement of articles of organization. (1) Articles of organization may be amended or restated at any time.

AB566,371,9 (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:

AB566,371,10 (a) The name of the company.

AB566,371,11 (b) The date of filing of its initial articles of organization.

AB566,371,12 (c) The text of the amendment.

AB566,371,14 (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.

AB566,371,19 (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:

AB566,371,20 (a) Cause the articles to be amended.

AB566,371,22 (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.

AB566,371,25 183.0203 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:

AB566,372,2 (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.

AB566,372,4 (b) A company's initial articles of organization must be signed by at least one person acting as an organizer.

AB566,372,8 (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.

AB566,372,10 (d) A statement of denial by a person under s. 183.0303 must be signed by that person.

AB566,372,12 (e) Any other record delivered on behalf of a person to the department for filing must be signed by that person.

AB566,372,16 (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.

AB566,372,18 (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.

AB566,372,22 183.0204 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:

AB566,372,23 (a) The person to sign the record.

AB566,372,24 (b) The person to deliver the record to the department for filing.

AB566,372,25 (c) The department to file the record unsigned.

AB566,373,3 (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.

AB566,373,4 (3) A record filed under sub. (1) (c) is effective without being signed.

AB566,373,8 183.0205 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:

AB566,373,10 (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.

AB566,373,13 (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:

AB566,373,14 1. The record was delivered for filing on behalf of the company.

AB566,373,17 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:

AB566,373,18 a. Effected an amendment under s. 183.0202.

AB566,373,19 b. Filed a petition under s. 183.0204.

AB566,373,21 c. Delivered to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.

AB566,374,3 (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.

AB566,374,6 (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.

AB566,374,9 183.0206 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:

AB566,374,10 (a) The filing of the record must be required or permitted by this chapter.

AB566,374,12 (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

AB566,374,15 (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.

AB566,374,17 (d) The record must be signed by a person authorized or required under this chapter to sign the record.

AB566,374,21 (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.

AB566,374,22 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

AB566,374,25 (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.

AB566,375,4 (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.

AB566,375,7 (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.

AB566,375,9 (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

AB566,375,12 183.0207 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:

AB566,375,14 (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:

AB566,375,15 (a) The time of day specified in the document as its effective time.

AB566,375,16 (b) If no effective time is specified, at the close of business.

AB566,375,18 (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).

AB566,375,24 (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.

AB566,376,4 183.0208 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.

AB566,376,5 (2) A statement of withdrawal must satisfy all of the following:

AB566,376,7 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

AB566,376,8 (b) It must identify the record to be withdrawn.

AB566,376,11 (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.

AB566,376,13 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

AB566,376,16 183.0209 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:

AB566,376,17 (a) The record at the time of filing was inaccurate.

AB566,376,18 (b) The record was defectively signed.

AB566,376,19 (c) The electronic transmission of the record to the department was defective.

AB566,376,21 (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.

AB566,376,22 (3) (a) A statement of correction may not state a delayed effective date.

AB566,376,23 (b) A statement of correction must satisfy all of the following:

AB566,376,24 1. It must be signed by the person correcting the filed record.

AB566,376,25 2. It must identify the filed record to be corrected.