SB810,432,7 (4) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.0905 (1) and (2), ends on the effective date of the termination of its registration.

SB810,432,14 (5) If the department or a court terminates a foreign limited liability company's registration, the foreign limited liability company may be served under s. 183.0119 (2) or (3) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative, or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was authorized to do business in this state.

SB810,432,16 (6) Termination of a foreign limited liability company's registration does not terminate the authority of its registered agent.

SB810,432,24 183.09103 Appeal from termination. (1) A foreign limited liability company may appeal the department's termination of its registration under s. 183.09102 to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, the office of its registered agent is located, within 30 days after the notice of termination takes effect under s. 183.0103 (5). The foreign limited liability company shall appeal by petitioning the court to set aside the termination and attaching to the petition copies of its registration and the department's notice of termination.

SB810,433,2 (2) The court may order the department to reinstate the registration or may take any other action that the court considers appropriate.

SB810,433,3 (3) The court's final decision may be appealed as in other civil proceedings.

SB810,433,7 183.0911 Withdrawal of registration of registered foreign limited liability company. (1) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following:

SB810,433,8 (a) The name of the company and the jurisdiction of its governing law.

SB810,433,10 (b) That the company is not doing business in this state and that it withdraws its registration to do business in this state.

SB810,433,15 (c) Whether the company revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the company was registered to do business in this state.

SB810,433,18 (d) The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub. (2), and a commitment to notify the department in the future of any change in such address.

SB810,433,22 (2) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to s. 183.0119.

SB810,433,25 183.0912 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter.

SB810,434,1 subchapter X

SB810,434,3 MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION

SB810,434,4 183.1001 Definitions. In this subchapter:

SB810,434,6 (1) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

SB810,434,8 (2) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

SB810,434,10 (2m) “Constituent entity" means a merging entity or a surviving entity in a merger.

SB810,434,11 (3) “Conversion" means a transaction authorized by ss. 183.1041 to 183.1045.

SB810,434,13 (4) “Converted entity" means the converting entity as it continues in existence after a conversion.

SB810,434,14 (5) “Converting entity" means an entity that engages in a conversion.

SB810,434,16 (8) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

SB810,434,18 (9) “Domesticating entity" means either a non-United States entity or a Wisconsin limited liability company that engages in a domestication.

SB810,434,20 (10) “Domestication" means a transaction authorized by ss. 183.1051 to 183.1055.

SB810,434,21 (16) “Interest" means any of the following:

SB810,434,22 (a) A share in a business corporation.

SB810,434,23 (b) A membership in a nonprofit or nonstock corporation.

SB810,434,24 (c) A partnership interest in a general partnership.