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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.
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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.
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9183.0302 Statement of authority.
(1) (a) A limited liability company may
10deliver to the department for filing a statement of authority.
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(b) The statement of authority must include the name of the company, the street
12address of the company's registered office in this state, and the name and e-mail
13address of its registered agent at that office.
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(c) The statement of authority may state any of the following:
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1. With respect to any position that exists in or with respect to the company,
16the authority, or limitations on the authority, of all persons holding the position to
17do any of the following:
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a. Sign an instrument transferring real property held in the name of the
19company.
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b. Enter into other transactions on behalf of, or otherwise act for or bind, the
21company.
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2. The authority, or limitations on the authority, of a specific person to do any
23of the following:
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a. Sign an instrument transferring real property held in the name of the
25company.
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1b. Enter into other transactions on behalf of, or otherwise act for or bind, the
2company.
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3(2) To amend or cancel a statement of authority filed by the department, a
4limited liability company must deliver to the department for filing an amendment
5or cancellation stating all of the following:
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(a) The name of the company.
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(b) The street address of the company's registered office in this state and the
8name and e-mail address of its registered agent at that office.
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(c) The date the statement being affected became effective.
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(d) The contents of the amendment or a declaration that the statement is
11canceled.
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12(2m) (a) A statement of authority is renewable for successive 5-year periods.
13To renew a statement of authority filed by the department, a limited liability
14company must deliver to the department for filing, during the 3 months before the
15cancellation would occur under sub. (10), a statement of renewal that includes all of
16the following:
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1. The name of the company.
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2. The street address of the company's registered office in this state and the
19name and e-mail address of its registered agent at that office.
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3. The statement of authority being affected.
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4. A declaration that the statement of authority is being renewed.
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(b) When filed, a statement of renewal that complies with par. (a) renews the
23statement of authority for a 5-year period commencing with the date of filing of the
24statement of renewal.
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1(3) A statement of authority affects only the power of a person to bind a limited
2liability company to persons that are not members.
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3(4) Subject to sub. (3) and s. 183.0103 (4), and except as otherwise provided in
4subs. (6) to (8), a limitation on the authority of a person or a position contained in an
5effective statement of authority is not by itself evidence of any person's knowledge
6or notice of the limitation.
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7(5) Subject to sub. (3), a grant of authority not pertaining to transfers of real
8property and contained in an effective statement of authority is conclusive in favor
9of a person that gives value in reliance on the grant, except to the extent that when
10the person gives value any of the following applies:
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(a) The person has knowledge to the contrary.
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(b) The statement has been canceled or restrictively amended under sub. (2).
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(c) A limitation on the grant is contained in another statement of authority that
14became effective after the statement containing the grant became effective.
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15(6) Subject to sub. (3), an effective statement of authority that grants authority
16to transfer real property held in the name of the limited liability company, a certified
17copy of which statement is recorded in the office of the register of deeds for the county
18in which the property is located, is conclusive in favor of a person that gives value
19in reliance on the grant without knowledge to the contrary, except to the extent that
20when the person gives value any of the following applies: