SB810,369,2120 3. Defining, limiting, and regulating the powers of the limited liability
21company, its managers, and its members.
SB810,369,2322 4. A par value for transferable interests or classes or series of transferable
23interests.
SB810,369,2524 (c) Any provision that, under this chapter, is required or permitted to be set
25forth in a written operating agreement.
SB810,370,1
1(4) All of the following rules apply:
SB810,370,32 (a) A limited liability company is formed when the articles of organization
3become effective under s. 183.0207.
SB810,370,54 (b) The department's filing of the articles of organization is conclusive proof
5that the limited liability company is organized and formed under this chapter.
SB810,370,106 (c) The status of a limited liability company as a limited liability company or
7as a foreign limited liability company registered to transact business in this state and
8the liability of any member of any such limited liability company is not adversely
9affected by errors or subsequent changes in any information stated in any filing
10made under this chapter.
SB810,370,1911 (d) If a limited liability company or a foreign limited liability company that is
12registered to transact business in this state dissolves, but its business continues
13without winding up and without liquidating the company, the status of the limited
14liability company or foreign limited liability company before dissolution shall
15continue to be applicable to the company as it continues its business, and the
16company shall not be required to make any new filings under this chapter. Any
17filings made by such a limited liability company or foreign limited liability company
18before dissolution shall be considered to have been filed by the company while it
19continues its business.
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.