SB566: Bill Text

SB566,376,22 (3) (a) A statement of correction may not state a delayed effective date.

SB566,376,23 (b) A statement of correction must satisfy all of the following:

SB566,376,24 1. It must be signed by the person correcting the filed record.

SB566,376,25 2. It must identify the filed record to be corrected.

SB566,377,1 3. It must specify the inaccuracy or defect to be corrected.

SB566,377,2 4. It must correct the inaccuracy or defect.

SB566,377,6 (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.

SB566,377,10 183.0210 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.

SB566,377,15 (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.

SB566,377,17 (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:

SB566,377,19 (a) Return the record or notify the person that submitted the record of the refusal.

SB566,377,20 (b) Provide a brief explanation in a record of the reason for the refusal.

SB566,377,24 (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.

SB566,378,2 (5) The filing of or refusal to file a record does not create a presumption of any of the following:

SB566,378,3 (a) That the record does or does not conform to the requirements of this chapter.

SB566,378,4 (b) That the information contained in the record is correct or incorrect.

SB566,378,7 (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:

SB566,378,8 (a) In person to the person that submitted it.

SB566,378,9 (b) To the address of the person's registered agent.

SB566,378,10 (c) To the principal office of the person.

SB566,378,11 (d) To another address the person provides to the department for delivery.

SB566,378,14 183.0211 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.

SB566,378,15 (2) A certificate of status shall include all of the following information:

SB566,378,17 (a) The domestic company's company name or the foreign company's company name and fictitious name, if any, used in this state.

SB566,378,18 (b) Whether each of the following is true:

SB566,378,21 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.

SB566,378,24 2. The domestic company or the foreign company has, during its most recently completed report year, filed with the department an annual report required by s. 183.0212.

SB566,379,2 3. The domestic company has not filed a statement of dissolution or statement of termination.

SB566,379,5 4. The foreign company has not filed a statement of withdrawal of its foreign registration under s. 183.0911 and, if not, the effective date of its registration statement.

SB566,379,7 (c) The domestic company's effective date of its articles of organization and the period of its duration if less than perpetual.

SB566,379,9 (3) The certificate of status may include other facts of record in the department that are requested.

SB566,379,13 (4) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited liability company or the foreign limited liability company is in existence or is authorized to transact business in this state.

SB566,379,16 (5) Upon request, by telephone or otherwise, the department shall confirm by telephone any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

SB566,379,19 183.0212 Annual report for department. (1) A limited liability company or registered foreign limited liability company shall deliver to the department for filing an annual report that states all of the following:

SB566,379,20 (a) The name of the company or foreign company.

SB566,379,22 (b) The street address of its registered agent in this state and the name and e-mail address of its registered agent at that office.

SB566,379,23 (c) The street address of its principal office.

SB566,379,24 (d) If the company is member managed, the name of at least one member.

SB566,379,25 (e) If the company is manager managed, the name of at least one manager.

SB566,380,2 (f) In the case of a foreign company, the jurisdiction of its governing law and any fictitious name adopted under s. 183.0906 (1).

SB566,380,5 (2) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.

SB566,380,10 (3) (a) A domestic limited liability company shall deliver its annual report to the department in each year following the calendar year in which the domestic limited liability company's articles of organization became effective, during the calendar year quarter in which the anniversary date of the articles' effective date occurs.

SB566,380,14 (b) A registered foreign limited liability company shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company registered to do business in this state.

SB566,380,20 (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report to it for correction. 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 notice under s. 183.0103 (5), the annual report is timely filed.

SB566,380,24 (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 183.0116.

SB566,380,25 subchapter III

SB566,381,3 RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

SB566,381,5 183.0301 No agency power of member as member. (1) A member is not an agent of a limited liability company solely by reason of being a member.

SB566,381,8 (2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.

SB566,381,10 183.0302 Statement of authority. (1) (a) A limited liability company may deliver to the department for filing a statement of authority.

SB566,381,13 (b) The statement of authority must include the name of the company, the street address of the company's registered office in this state, and the name and e-mail address of its registered agent at that office.

SB566,381,14 (c) The statement of authority may state any of the following:

SB566,381,17 1. With respect to any position that exists in or with respect to the company, the authority, or limitations on the authority, of all persons holding the position to do any of the following:

SB566,381,19 a. Sign an instrument transferring real property held in the name of the company.

SB566,381,21 b. Enter into other transactions on behalf of, or otherwise act for or bind, the company.

SB566,381,23 2. The authority, or limitations on the authority, of a specific person to do any of the following:

SB566,381,25 a. Sign an instrument transferring real property held in the name of the company.

SB566,382,2 b. Enter into other transactions on behalf of, or otherwise act for or bind, the company.

SB566,382,5 (2) To amend or cancel a statement of authority filed by the department, a limited liability company must deliver to the department for filing an amendment or cancellation stating all of the following:

SB566,382,6 (a) The name of the company.

SB566,382,8 (b) The street address of the company's registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,382,9 (c) The date the statement being affected became effective.

SB566,382,11 (d) The contents of the amendment or a declaration that the statement is canceled.

SB566,382,16 (2m) (a) A statement of authority is renewable for successive 5-year periods. To renew a statement of authority filed by the department, a limited liability company must deliver to the department for filing, during the 3 months before the cancellation would occur under sub. (10), a statement of renewal that includes all of the following:

SB566,382,17 1. The name of the company.

SB566,382,19 2. The street address of the company's registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,382,20 3. The statement of authority being affected.

SB566,382,21 4. A declaration that the statement of authority is being renewed.

SB566,382,24 (b) When filed, a statement of renewal that complies with par. (a) renews the statement of authority for a 5-year period commencing with the date of filing of the statement of renewal.

SB566,383,2 (3) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.

SB566,383,6 (4) Subject to sub. (3) and s. 183.0103 (4), and except as otherwise provided in subs. (6) to (8), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation.

SB566,383,10 (5) Subject to sub. (3), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value any of the following applies:

SB566,383,11 (a) The person has knowledge to the contrary.

SB566,383,12 (b) The statement has been canceled or restrictively amended under sub. (2).

SB566,383,14 (c) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.

SB566,383,20 (6) Subject to sub. (3), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company, a certified copy of which statement is recorded in the office of the register of deeds for the county in which the property is located, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value any of the following applies:

SB566,383,23 (a) The statement has been canceled or restrictively amended under sub. (2) and a certified copy of the cancellation or restrictive amendment has been recorded in the office of the register of deeds for the county in which the property is located.

SB566,384,2 (b) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective, and a certified copy of the later-effective statement is recorded in the office of the register of deeds for the county in which the property is located.

SB566,384,6 (7) Subject to sub. (3), if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office of the register of deeds for the county in which the property is located, all persons are deemed to know of the limitation.

SB566,384,9 (8) Subject to sub. (9), an effective statement of dissolution or termination is a cancellation of any filed statement of authority for the purposes of sub. (6) and is a limitation on authority for the purposes of sub. (7).

SB566,384,13 (9) After a statement of dissolution becomes effective, a limited liability company may deliver to the department for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subs. (6) and (7).

SB566,384,17 (10) Unless earlier canceled, an effective statement of authority is canceled by operation of law 5 years after the date on which the statement, or its most recent amendment or renewal, becomes effective. This cancellation operates without need for any recording under sub. (6) or (7).

SB566,384,19 (11) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for purposes of sub. (6) (a).

SB566,384,22 183.0303 Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following:

SB566,384,24 (1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains.

SB566,384,25 (2) Denies the grant of authority.

SB566,385,7 183.0304 Liability of members and managers. (1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. Except as provided in ss. 73.0306, 183.0403, and 183.0406, a member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.

SB566,385,11 (2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.

SB566,385,12 subchapter IV