SB566: Bill Text

SB566,375,9 (5) The department may provide forms for filings required or permitted to be made by this chapter and may require their use.

SB566,375,12 183.0207 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:

SB566,375,14 (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:

SB566,375,15 (a) The time of day specified in the document as its effective time.

SB566,375,16 (b) If no effective time is specified, at the close of business.

SB566,375,18 (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).

SB566,375,24 (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.

SB566,376,4 183.0208 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ss. 183.1023 (2), 183.1033 (2), 183.1043 (2), and 183.1053 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

SB566,376,5 (2) A statement of withdrawal must satisfy all of the following:

SB566,376,7 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

SB566,376,8 (b) It must identify the record to be withdrawn.

SB566,376,11 (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

SB566,376,13 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

SB566,376,16 183.0209 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:

SB566,376,17 (a) The record at the time of filing was inaccurate.

SB566,376,18 (b) The record was defectively signed.

SB566,376,19 (c) The electronic transmission of the record to the department was defective.

SB566,376,21 (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.

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.