SB810,378,11 9183.0211 Certificate of status. (1) Any person may obtain from the
10department, upon request, a certificate of status for a limited liability company or
11registered foreign limited liability company.
SB810,378,12 12(2) A certificate of status shall include all of the following information:
SB810,378,1413 (a) The domestic company's company name or the foreign company's company
14name and fictitious name, if any, used in this state.
SB810,378,1515 (b) Whether each of the following is true:
SB810,378,1816 1. The domestic company is a limited liability company whose governing law
17is the law of this state, or the foreign company is authorized to transact business in
18this state.
SB810,378,2119 2. The domestic company or the foreign company has, during its most recently
20completed report year, filed with the department an annual report required by s.
21183.0212.
SB810,378,2322 3. The domestic company has not filed a statement of dissolution or statement
23of termination.
SB810,379,3
14. The foreign company has not filed a statement of withdrawal of its foreign
2registration under s. 183.0911 and, if not, the effective date of its registration
3statement.
SB810,379,54 (c) The domestic company's effective date of its articles of organization and the
5period of its duration if less than perpetual.
SB810,379,7 6(3) The certificate of status may include other facts of record in the department
7that are requested.
SB810,379,11 8(4) Subject to any qualification stated in a certificate of status issued by the
9department, the certificate is conclusive evidence that the limited liability company
10or the foreign limited liability company is in existence or is authorized to transact
11business in this state.
SB810,379,14 12(5) Upon request, by telephone or otherwise, the department shall confirm by
13telephone any of the information required in a certificate of status under sub. (2) and
14may confirm any other information permitted under sub. (3).
SB810,379,17 15183.0212 Annual report for department. (1) A limited liability company
16or registered foreign limited liability company shall deliver to the department for
17filing an annual report that states all of the following:
SB810,379,1818 (a) The name of the company or foreign company.
SB810,379,2019 (b) The street address of its registered agent in this state and the name and
20e-mail address of its registered agent at that office.
SB810,379,2121 (c) The street address of its principal office.
SB810,379,2222 (d) If the company is member managed, the name of at least one member.
SB810,379,2323 (e) If the company is manager managed, the name of at least one manager.
SB810,379,2524 (f) In the case of a foreign company, the jurisdiction of its governing law and any
25fictitious name adopted under s. 183.0906 (1).
SB810,380,3
1(2) Information in the annual report must be current as of the date the report
2is signed by the limited liability company or registered foreign limited liability
3company.
SB810,380,8 4(3) (a) A domestic limited liability company shall deliver its annual report to
5the department in each year following the calendar year in which the domestic
6limited liability company's articles of organization became effective, during the
7calendar year quarter in which the anniversary date of the articles' effective date
8occurs.
SB810,380,129 (b) A registered foreign limited liability company shall deliver its annual report
10to the department during the first calendar quarter of each year following the
11calendar year in which the foreign limited liability company registered to do business
12in this state.
SB810,380,18 13(4) If an annual report does not contain the information required by this
14section, the department promptly shall notify the reporting limited liability company
15or registered foreign limited liability company in a record and return the report to
16it for correction. If the annual report is corrected to contain the information required
17by this section and delivered to the department within 30 days after the effective date
18of the notice under s. 183.0103 (5), the annual report is timely filed.
SB810,380,22 19(5) If an annual report contains a registered office or registered agent which
20differs from the information shown in the records of the department immediately
21before the report becomes effective, the differing information is considered a
22statement of change under s. 183.0116.
SB810,380,2323 subchapter III
SB810,381,3
1RELATIONS OF MEMBERS AND
2 MANAGERS TO PERSONS DEALING
3 WITH LIMITED LIABILITY COMPANY
SB810,381,5 4183.0301 No agency power of member as member. (1) A member is not
5an agent of a limited liability company solely by reason of being a member.
SB810,381,8 6(2) A person's status as a member does not prevent or restrict law other than
7this chapter from imposing liability on a limited liability company because of the
8person's conduct.
SB810,381,10 9183.0302 Statement of authority. (1) (a) A limited liability company may
10deliver to the department for filing a statement of authority.