SB810,425,13 13(3) The jurisdiction of the company's governing law.
SB810,425,17 14(4) The street and mailing addresses of the company's principal office and, if
15the company's governing law requires the company to maintain an office in the
16jurisdiction of such governing law, the street and mailing addresses of the required
17office.
SB810,425,19 18(5) The address of the company's registered office in this state and the name
19and e-mail address of its registered agent at that office.
SB810,425,23 20183.0904 Amendment or cancellation of foreign registration
21statement.
A registered foreign limited liability company shall deliver to the
22department for filing an amendment to, or cancellation of, as appropriate, its foreign
23registration statement if there is a change in any of the following:
SB810,425,25 24(1) The name of the company and, if the name does not comply with s. 183.0112,
25a fictitious name adopted pursuant to s. 183.0906 (1).
SB810,426,1
1(1m) The company's status as a foreign limited liability company.
SB810,426,2 2(2) The jurisdiction of the company's governing law.
SB810,426,3 3(3) An address required by s. 183.0903 (4).
SB810,426,5 4(4) The information required by s. 183.0903 (5), unless this information has
5previously been changed pursuant to s. 183.0116 or 183.0212.
SB810,426,8 6183.0905 Activities not constituting doing business. (1) Activities of a
7foreign limited liability company which do not constitute doing business in this state
8under this subchapter include all of the following:
SB810,426,109 (a) Maintaining, defending, mediating, arbitrating, or settling an action or
10proceeding.
SB810,426,1211 (b) Carrying on any activity concerning its internal affairs, including holding
12meetings of its members or managers.
SB810,426,1313 (c) Maintaining accounts in financial institutions.
SB810,426,1614 (d) Maintaining offices or agencies for the transfer, exchange, and registration
15of securities of the company or maintaining trustees or depositaries with respect to
16those securities.
SB810,426,1717 (e) Selling through independent contractors.
SB810,426,1918 (f) Soliciting or obtaining orders by any means if the orders require acceptance
19outside this state before they become contracts.
SB810,426,2120 (g) Creating or acquiring indebtedness, mortgages, or security interests in
21property.
SB810,426,2322 (h) Securing or collecting debts or enforcing mortgages or security interests in
23property securing the debts and holding, protecting, or maintaining property.
SB810,426,2524 (i) Conducting an isolated transaction that is not in the course of similar
25transactions.
SB810,427,1
1(j) Owning, without more, property.
SB810,427,22 (k) Doing business in interstate commerce.
SB810,427,4 3(2) A person does not do business in this state solely by being a member or
4manager of a foreign limited liability company that does business in this state.
SB810,427,7 5(3) This section does not apply in determining the contacts or activities that
6may subject a foreign limited liability company to service of process, taxation, or
7regulation under law of this state other than this chapter.
SB810,427,13 8183.0906 Noncomplying name of foreign limited liability company. (1)
9A foreign limited liability company whose name does not comply with s. 183.0112
10may not register to do business in this state until it adopts, for the purpose of doing
11business in this state, a fictitious name that complies with s. 183.0112. After
12registering to do business in this state with a fictitious name, a company shall only
13do business in this state under the fictitious name.
SB810,427,17 14(2) If a registered foreign limited liability company changes its name to one
15that does not comply with s. 183.0112, it may not do business in this state until it
16complies with sub. (1) by amending its registration to adopt a fictitious name that
17complies with s. 183.0112.
SB810,427,24 18183.0907 Withdrawal deemed on conversion to or merger into
19domestic filing entity or domestic limited liability partnership.
A registered
20foreign limited liability company that converts to, or merges into, a domestic limited
21liability partnership or to or into a domestic entity whose formation requires the
22delivery of a record to the department for filing is deemed to have withdrawn its
23registration on the effective date of the conversion or merger, unless the registration
24is transferred to such company pursuant to s. 183.0909.
SB810,428,7
1183.0908 Withdrawal on dissolution or conversion to or merger into
2nonfiling entity other than limited liability partnership. (1)
(a) A registered
3foreign limited liability company that has dissolved and completed winding up or has
4converted to, or merged into, a domestic or foreign entity whose formation does not
5require the delivery of a record for filing by the department, other than a limited
6liability partnership, shall deliver a statement of withdrawal to the department for
7filing, as provided in s. 183.0911.
SB810,428,108 (c) In the case of a merger or conversion, the statement under par. (a) must also
9state the name and type of entity to which or into which the limited liability company
10has converted or merged and the jurisdiction of its governing law.
SB810,428,14 11(2) After a withdrawal under this section is effective, service of process in any
12action or proceeding based on a cause of action arising during the time the foreign
13limited liability company was registered to do business in this state may be made
14pursuant to s. 183.0119, as provided in s. 183.0911 (2).