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).
SB810,428,20 15183.0909 Transfer of registration. (1) When a registered foreign limited
16liability company has merged into a foreign entity that is not registered to do
17business in this state or has converted to a foreign entity required to register with
18the department to do business in this state, the foreign entity shall deliver to the
19department for filing an application for transfer of registration. The application
20must state all of the following:
SB810,428,2221 (a) The name of the registered foreign limited liability company before the
22merger or conversion.
SB810,428,2423 (b) That before the merger or conversion the registration pertained to a foreign
24limited liability company.
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1(c) The name of the applicant foreign entity into which the foreign limited
2liability company has merged or to which it has been converted and, if the name does
3not comply with s. 183.0112, a fictitious name adopted pursuant to s. 183.0906 (1).
SB810,429,54 (d) The type of entity of the applicant foreign entity and the jurisdiction of its
5governing law.
SB810,429,96 (e) The street and mailing addresses of the principal office of the applicant
7foreign entity and, if the entity's governing law requires the entity to maintain an
8office in the jurisdiction of that governing law, the street and mailing addresses of
9that office.
SB810,429,1110 (f) The street address of the applicant foreign entity's registered office in this
11state and the name and e-mail address of its registered agent at that office.
SB810,429,15 12(2) When an application for transfer of registration takes effect, the
13registration of the foreign limited liability company to do business in this state is
14transferred without interruption to the foreign entity into which the company has
15merged or to which it has been converted.
SB810,429,18 16183.09101 Grounds for termination. (1) The department may terminate
17the registration of a registered foreign limited liability company in the manner
18provided in s. 183.09102 if any of the following applies:
SB810,429,2019 (a) The foreign limited liability company fails to file its annual report with the
20department within 4 months after it is due.
SB810,429,2221 (b) The foreign limited liability company does not pay, within 4 months after
22they are due, any fees or penalties due the department under this chapter.
SB810,429,2423 (c) The foreign limited liability company is without a registered agent or
24registered office in this state for at least 6 months.
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1(d) The foreign limited liability company does not inform the department under
2s. 183.0116 or 183.0117 that its registered agent or registered office has changed,
3that its registered agent has resigned, or that its registered office has been
4discontinued, within 6 months of the change, resignation, or discontinuance.
SB810,430,65 (e) The foreign limited liability company's statement of foreign registration
6contains fraudulent or materially false information.
SB810,430,107 (f) The department receives a duly authenticated certificate from the secretary
8of state or other official having custody of company records in the jurisdiction of the
9foreign limited liability company's governing law stating that it has been dissolved
10or disappeared as the result of a merger or other event.
SB810,430,1111 (g) The foreign limited liability company violates s. 940.302 (2) or 948.051 (2).
SB810,430,15 12(2) If the department receives a certificate under sub. (1) (f) and a statement
13by the foreign limited liability company that the certificate is submitted to terminate
14its authority to do business in this state, the department shall terminate the foreign
15limited liability company's registration under s. 183.09102 (2) (b).
SB810,430,19 16(3) A court may terminate under s. 946.87 the registration of a foreign limited
17liability company authorized to transact business in this state. The court shall notify
18the department of the action, and the department shall terminate the foreign limited
19liability company's registration under s. 183.09102.
SB810,430,24 20183.09102 Procedure for and effect of termination. (1) If the department
21determines that one or more grounds exist under s. 183.09101 for termination of a
22foreign limited liability company's registration, the department may give the foreign
23limited liability company notice of the determination. The notice shall be in writing
24and addressed to the registered agent of the foreign limited liability company.
SB810,431,4
1(2) (a) Within 60 days after the notice under sub. (1) takes effect under s.
2183.0103 (5), the foreign limited liability company shall, with respect to each ground
3for termination, either correct it or demonstrate to the reasonable satisfaction of the
4department that it does not exist.
SB810,431,115 (b) If the foreign limited liability company fails to satisfy par. (a), the
6department may terminate the foreign limited liability company's registration by
7entering a notation in the department's records to reflect each ground for
8termination and the effective date of the termination. The department shall give the
9foreign limited liability company notice of each ground for termination and the
10effective date of the termination. The notice shall be in writing and addressed to the
11registered agent of the foreign limited liability company in this state.
SB810,431,1412 (c) 1. The department shall reinstate the registration if the foreign limited
13liability company does all of the following within 6 months after the effective date of
14the termination:
SB810,431,1515 a. Corrects each ground for termination.
SB810,431,1716 b. Pays any fees or penalties due the department under this chapter or $5,000,
17whichever is less.
SB810,431,2018 2. A reinstatement under this paragraph shall relate back to and take effect
19as of the effective date of the termination, and the foreign limited liability company
20may resume carrying on its business as if the termination never occurred.
SB810,431,24 21(3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as
22undeliverable, the department shall again give notice to the foreign limited liability
23company. Except as provided under par. (b), the notice shall be in writing and
24addressed to the principal office of the foreign limited liability company.