SB810,370,2420 (e) If a limited liability company or a foreign limited liability company that is
21registered to transact business in this state dissolves, any filings made by the
22company before dissolution remain in effect as to the company and its members
23during the period of winding up and as to the members during the period after the
24company's liquidation or termination with respect to the liabilities of the company.
SB810,371,2
1183.0202 Amendment or restatement of articles of organization. (1)
2Articles of organization may be amended or restated at any time.
SB810,371,4 3(2) To amend its articles of organization, a limited liability company must
4deliver to the department for filing an amendment stating all of the following:
SB810,371,55 (a) The name of the company.
SB810,371,66 (b) The date of filing of its initial articles of organization.
SB810,371,77 (c) The text of the amendment.
SB810,371,9 8(3) To restate its articles of organization, a limited liability company must
9deliver to the department for filing a restatement, designated as such in its heading.
SB810,371,14 10(4) If a member of a member-managed limited liability company, or a manager
11of a manager-managed limited liability company, knows or has notice that any
12information in the filed articles of organization was inaccurate when the articles
13were filed or has become inaccurate due to changed circumstances, the member or
14manager shall promptly do one of the following to correct the inaccuracy:
SB810,371,1515 (a) Cause the articles to be amended.
SB810,371,1716 (b) If appropriate, deliver to the department for filing a statement of change
17under s. 183.0116 or a statement of correction under s. 183.0209.
SB810,371,20 18183.0203 Signing of records to be delivered for filing to the
19department.
(1) A record delivered to the department for filing pursuant to this
20chapter must be signed as follows:
SB810,371,2221 (a) Except as otherwise provided in pars. (b) and (c), a record signed by a limited
22liability company must be signed by a person authorized by the company.
SB810,371,2423 (b) A company's initial articles of organization must be signed by at least one
24person acting as an organizer.
SB810,372,4
1(c) A record delivered on behalf of a dissolved company that has no member
2must be signed by the person winding up the company's activities and affairs under
3s. 183.0702 (3) or a person appointed under s. 183.0702 (4) to wind up the activities
4and affairs.
SB810,372,65 (d) A statement of denial by a person under s. 183.0303 must be signed by that
6person.
SB810,372,87 (e) Any other record delivered on behalf of a person to the department for filing
8must be signed by that person.
SB810,372,12 9(2) A record delivered for filing under this chapter may be signed by an
10attorney-in-fact. Whenever this chapter requires a particular individual to sign a
11record and the individual is deceased or incompetent, the record may be signed by
12a legal representative of the individual.
SB810,372,14 13(3) A person that signs a record as an attorney-in-fact or legal representative
14affirms as a fact that the person is authorized to sign the record.
SB810,372,18 15183.0204 Signing and filing pursuant to judicial order. (1) If a person
16required by this chapter to sign a record or deliver a record to the department for
17filing under this chapter does not do so, any other person that is aggrieved may
18petition the circuit court to order any of the following:
SB810,372,1919 (a) The person to sign the record.
SB810,372,2020 (b) The person to deliver the record to the department for filing.
SB810,372,2121 (c) The department to file the record unsigned.
SB810,372,24 22(2) If a petitioner under sub. (1) is not the limited liability company or foreign
23limited liability company to which the record pertains, the petitioner shall make the
24company or foreign company a party to the action.
SB810,372,25 25(3) A record filed under sub. (1) (c) is effective without being signed.
SB810,373,4
1183.0205 Liability for inaccurate information in filed record. (1) If a
2record delivered to the department for filing under this chapter and filed by the
3department contains inaccurate information, a person that suffers loss by reliance
4on the information may recover damages for the loss from any of the following:
SB810,373,65 (a) A person that signed the record, or caused another to sign it on the person's
6behalf, and knew the information to be inaccurate at the time the record was signed.
SB810,373,97 (b) Subject to sub. (2), a member of a member-managed limited liability
8company or a manager of a manager-managed limited liability company if all of the
9following apply:
SB810,373,1010 1. The record was delivered for filing on behalf of the company.
SB810,373,1311 2. The member or manager knew or had notice of the inaccuracy for a
12reasonably sufficient time before the information was relied upon so that, before the
13reliance, the member or manager reasonably could have done any of the following: