reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 182 - Miscellaneous corporate provisions; turnpike corporations. › 182.48 - State may acquire.

182.48
State may acquire.
When all turnpike revenue bonds issued under the provisions of ss. 182.30 to 182.48 in connection with any turnpike project or extension or sections thereof and the interest thereon shall have been paid or a sufficient amount for the payment of all such bonds and the interest thereon to the maturity thereof shall have been set aside in trust for the benefit of the bondholders, such project or extension or sections thereof, shall become a part of the state trunk highway system and shall thereafter be maintained by the department of transportation and shall be free of tolls.
History:  1977 c. 29 s. 1654 (8) (c).
2023 Wisconsin Statutes & Annotations › Chapter 182 - Miscellaneous corporate provisions; turnpike corporations. › 182.50 - Establishment of foreign trade zones.

182.50
Establishment of foreign trade zones.
(1)
Definitions. As used in this section:
(a)
“Act of congress" means the act of congress, entitled “An act to provide for the establishment, operation and maintenance of foreign trade zones in ports of entry of the United States, to expedite and encourage foreign commerce, and for other purposes" (19 USC 81 et. seq.).
(b)
“Private corporation" means any corporation organized under ch. 180 for the purpose of establishing, operating and maintaining foreign trade zones under this section.
(c)
“Public corporation" means the state, or any county, town, city or village within the state, or any state or municipal authority or similar organization financed in whole or in part by public funds.
(2)
Establishment, operation and maintenance. Any public or private corporation may make application for the privilege of establishing, operating and maintaining a foreign trade zone under the act of congress. Any public or private corporation, whose application is granted under the act of congress, may establish, operate and maintain a foreign trade zone subject to the conditions and restrictions of the act of congress and any amendments thereto, and under such rules and regulations and for the period of time that may be prescribed by the board established by the act of congress to carry out the provisions of such act.
History:  1977 c. 110; 1983 a. 189.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0103 - Knowledge; notice.

183.0103
Knowledge; notice.
(1)
A person knows a fact if any of the following applies:
(a)
The person has actual knowledge of the fact.
(b)
The person is deemed to know the fact under law other than this chapter.
(2)
A person has notice of a fact if any of the following applies:
(a)
The person has reason to know the fact from all the facts known to the person at the time in question.
(b)
The person is deemed to have notice of the fact under sub. (2m) or (4) (b).
(2m)
A statement of authority under s. 183.0302 or statement of denial under s. 183.0303 on file in the office of the department is notice of the matters identified in such statements. Except as otherwise provided in sub. (4), such statements are not notice of any other fact.
(3)
Subject to s. 183.0210 (6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(4)
(a)
A person not a member is deemed to know of a limitation on authority to transfer real property as provided in s. 183.0302 (7).
(b)
A person not a member is deemed to have notice of all of the following as follows:
1.
A limited liability company's dissolution 90 days after a statement of dissolution under s. 183.0702 (2) (b) 1. becomes effective.
2.
A limited liability company's termination 90 days after a statement of termination under s. 183.0702 (2) (b) 6. becomes effective.
3.
A limited liability company's participation in a merger, interest exchange, conversion, or domestication 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. X become effective.
(5)
This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:
(a)
When received.
(b)
Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
(c)
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(d)
For notices from the department, upon successful transmission by e-mail as provided in this chapter.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0104 - Governing law.

183.0104
Governing law.
(1)
The law of this state governs all of the following:
(a)
The internal affairs of a limited liability company.
(b)
The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company.
(2m)
Except as otherwise provided in ss. 183.0404 (1), 183.0407 (2) (b), and 183.0707 (2) (b), the fact that one or more of the members of a limited liability company are, or are not, subject to tax on the income of the limited liability company shall, of itself, not alter the governing law applicable under sub. (1).
(3m)
The operating agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the governing law applicable under sub. (1) shall be brought solely and exclusively in the courts of this state.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0106 - Operating agreement; effect on limited liability company and person becoming member; preformation agreement.

183.0106
Operating agreement; effect on limited liability company and person becoming member; preformation agreement.
(1)
A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(2)
A person that becomes a member is deemed to assent to the operating agreement.
(3)
Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0107 - Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company.

183.0107
Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company.
(1)
A written operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2)
The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under s. 183.0503 (2) (b) to effectuate a charging order, all of the following apply to an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(a)
Except as provided in par. (b), the amendment is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.
(b)
The amendment is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(3)
If a record delivered by a limited liability company to the department for filing becomes effective and contains a provision that would be ineffective under s. 183.0105 (3) or (4) (c) if contained in the operating agreement, the provision is ineffective in the record.
(4)
Subject to sub. (3), if a record delivered by a limited liability company to the department for filing becomes effective and conflicts with a provision of the operating agreement, all of the following apply:
(a)
The agreement prevails as to members, persons dissociated as members, transferees, and managers.
(b)
The record prevails as to other persons to the extent they reasonably rely on the record.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.01075 - Required information.

183.01075
Required information.
A limited liability company shall maintain at its principal office all of the following information:
(1)
A list showing the full name and last-known street and mailing addresses of each past and present member and, if applicable, manager, in alphabetical order.
(2)
A copy of the articles of organization and all amendments to and restatements of the articles, together with signed copies of any powers of attorney under which any articles, amendments, or restatements have been signed.
(3)
A copy of any filed articles of merger, interest exchange, conversion, or domestication.
(4)
A copy of the limited liability company's federal, state, and local income or franchise tax returns and financial statements, if any, for the 3 most recent years.
(5)
A copy of all written operating agreements and any amendments to and restatements of such written operating agreements.
(6)
A copy of any record made by the company during the past 3 years of any consent given by or vote taken of any member or manager pursuant to this chapter or the operating agreement.
(7)
Unless contained in a written operating agreement, a record stating all of the following:
(a)
A description and statement of the agreed value of contributions other than money made and agreed to be made by each member.
(b)
The times at which, or events upon the occurrence of which, any additional contributions agreed to be made by each member are to be made.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0108 - Nature, purpose, and duration of limited liability company.

183.0108
Nature, purpose, and duration of limited liability company.
(1)
A limited liability company is an entity distinct from its member or members.
(2)
A limited liability company may have any lawful purpose, regardless of whether for profit. A limited liability company engaging in a business that is subject to the provisions of another chapter may organize under this chapter only if not prohibited by, and is subject to all limitations of, the other chapter.
(3)
A limited liability company has perpetual duration.
(3m)
An interest in a limited liability company may be a security, as specified in s. 551.102 (28) (e).
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0110 - Applicability.

183.0110
Applicability.
(1)
This chapter applies to a limited liability company formed on or after January 1, 2023.
(2)
On January 1, 2023, this chapter applies to a limited liability company formed before January 1, 2023, except as follows:
(a)
If the effective date of this paragraph is before January 1, 2023, and a limited liability company elects, in a manner allowed by law for amending the operating agreement, to be subject to this chapter as of any date after the effective date of this paragraph and before January 1, 2023, and files with the department a statement of applicability to that effect, this chapter applies to the limited liability company as of the date that the statement of applicability is effective under s. 183.0207.
(b)
If a limited liability company elects, in a manner allowed by law for amending the operating agreement, to continue to be subject to ch. 183, 2019 stats., and files with the department a statement of nonapplicability to that effect prior to January 1, 2023, the limited liability company shall not be subject to this chapter, except for requirements relating to filing or obtaining copies of records with the department, receiving or responding to notices from the department, and complying with administrative rules promulgated under this chapter. The limited liability company shall instead be and remain subject to ch. 183, 2019 stats. Thereafter, if the limited liability company elects, in such manner, to be subject to this chapter as of any subsequent date and files with the department a statement of applicability to that effect, this chapter applies to the limited liability company as of the date that the statement of applicability is effective under s. 183.0207.
(c)
Any statement of applicability to be subject to this chapter pursuant to a valid election by the limited liability company shall be irrevocable upon such filing.
(d)
Upon this chapter becoming applicable with respect to a limited liability company, all of the following apply:
1.
This chapter shall not, and the corresponding provisions of ch. 183, 2019 stats., shall, be applicable with respect to obligations incurred by the limited liability company prior to such applicability.
2.
Any provisions of an operating agreement that were valid and in effect immediately prior to this chapter becoming applicable with respect to the limited liability company shall continue to be valid and applicable to the extent allowed under prior law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0113 - Reservation of name.

183.0113
Reservation of name.
(1)
A person may reserve the exclusive use of a name that complies with s. 183.0112, including a fictitious name for a foreign limited liability company whose company name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the name is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.
(2)
The person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0114 - Registration of name.

183.0114
Registration of name.
(1)
A foreign limited liability company not registered to do business in this state under subch. IX may register its name, or a fictitious name adopted pursuant to s. 183.0906, if the name is distinguishable on the records of the department from the names that are not available under s. 183.0112.
(2)
To register its name or a fictitious name adopted pursuant to s. 183.0906, a foreign limited liability company must deliver to the department for filing an application stating the company's name, the jurisdiction and date of its formation, and any fictitious name adopted pursuant to s. 183.0906. If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.
(3)
The registration of a name under this section expires annually on December 31.
(4)
A foreign limited liability company whose name registration is effective may renew the registration by delivering to the department for filing, between October 31 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.
(5)
A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0115 - Registered agent and registered office.

183.0115
Registered agent and registered office.
(1)
Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.
(1m)
The registered office of a limited liability company or registered foreign limited liability company may, but need not, be the same as any of the company's places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. Except as provided in s. 165.68 (5) (f) 1., the registered agent of a limited liability company or registered foreign limited liability company shall be any of the following:
(a)
A natural person who resides in this state and whose business office is identical with the registered office.
(b)
A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.
(c)
A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.
(2)
A registered agent for a limited liability company or registered foreign limited liability company must have an e-mail address and a place of business or activity in this state.
(3)
The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a)
To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process, notice, or demand pertaining to the company or foreign company which is served on or received by the agent.
(b)
If the registered agent resigns, to provide the notice required by s. 183.0117 (3) to the company or foreign company at the address most recently supplied to the agent by the company or foreign company.
(c)
To keep current the information with respect to the agent in the articles of organization or foreign registration statement.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0116 - Change of registered agent or registered office by limited liability company.

183.0116
Change of registered agent or registered office by limited liability company.
(1)
A limited liability company or registered foreign limited liability company may change its registered agent or registered office as provided in s. 183.0212 (5) or by delivering to the department for filing a statement of change that states all of the following:
(a)
The name of the company or foreign company.
(b)
The information that is to be in effect as a result of the filing of the statement of change.
(2)
The members or managers of a limited liability company need not approve the filing of any of the following:
(a)
A statement of change under this section.
(b)
A similar filing changing the registered agent or registered office, if any, of the company in any other jurisdiction.
(3)
A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.
(4)
As an alternative to using the procedure in this section, a limited liability company may amend its articles of organization.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0117 - Resignation of registered agent.

183.0117
Resignation of registered agent.
(1)
A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the department for filing a statement of resignation that states all of the following:
(a)
The name of the company or foreign company.
(b)
The name of the agent.
(c)
That the agent resigns from serving as registered agent for the company or foreign company.
(d)
The address of the company or foreign company to which the agent will send the notice required by sub. (3).
(2)
The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:
(a)
Sixty days after the department receives the statement of resignation for filing.
(b)
The date on which the appointment of a successor registered agent is effective.
(3)
A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.
(4)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company.
(5)
A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0118 - Change of name or address by registered agent.

183.0118
Change of name or address by registered agent.
(1)
If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any limited liability company or foreign limited liability company for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the company or foreign company in writing of the change and deliver to the department for filing a statement of change that recites that the company or foreign company has been notified of the change and states all of the following:
(a)
The name of the limited liability company or registered foreign limited liability company represented by the registered agent.
(b)
The name, e-mail address, and street address of the agent as currently shown in the records of the department for the company or foreign company.
(c)
Any new name, new e-mail address, or new street address of the agent.
(2)
A registered agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the department of the statement of change and the changes made by the statement.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0119 - Service of process, notice, or demand.

183.0119
Service of process, notice, or demand.
(1)
A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 183.0103 (5).
(2)
Except as provided in sub. (3), if a limited liability company or registered foreign limited liability company had no registered agent, or its registered agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office, as shown on records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:
(a)
The date the company or foreign company receives the mail or delivery by the commercial delivery service.
(b)
The date shown on the return receipt, if signed on behalf of the company or foreign company.
(c)
Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(3)
If process, notice, or demand in an action cannot be served on a limited liability company or registered foreign limited liability company pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action. If the address of the company's or foreign company's principal office cannot be determined from the records of the department, the company or foreign company may be served by publishing a class 3 notice, under ch. 985, in the community where the company's or foreign company's principal office or registered office, as most recently designated in the records of the department, is located.
(4)
Service of process, notice, or demand on a registered agent must be in a written record.
(5)
Service of process, notice, or demand may be made by other means under law other than this chapter.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0120 - Delivery of record.

183.0120
Delivery of record.
(1)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(2)
Delivery to the department is effective only when a record is received by the department.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0202 - Amendment or restatement of articles of organization.

183.0202
Amendment or restatement of articles of organization.
(1)
Articles of organization may be amended or restated at any time.
(2)
To amend its articles of organization, a limited liability company must deliver to the department for filing an amendment stating all of the following:
(a)
The name of the company.
(b)
The date of filing of its initial articles of organization.
(c)
The text of the amendment.
(3)
To restate its articles of organization, a limited liability company must deliver to the department for filing a restatement, designated as such in its heading.
(4)
If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows or has notice that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do one of the following to correct the inaccuracy:
(a)
Cause the articles to be amended.
(b)
If appropriate, deliver to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0203 - Signing of records to be delivered for filing to the department.

183.0203
Signing of records to be delivered for filing to the department.
(1)
A record delivered to the department for filing pursuant to this chapter must be signed as follows:
(a)
Except as otherwise provided in pars. (b) and (c), a record signed by a limited liability company must be signed by a person authorized by the company.
(b)
A company's initial articles of organization must be signed by at least one person acting as an organizer.
(c)
A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under s. 183.0702 (3) or a person appointed under s. 183.0702 (4) to wind up the activities and affairs.
(d)
A statement of denial by a person under s. 183.0303 must be signed by that person.
(e)
Any other record delivered on behalf of a person to the department for filing must be signed by that person.
(2)
A record delivered for filing under this chapter may be signed by an attorney-in-fact. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(3)
A person that signs a record as an attorney-in-fact or legal representative affirms as a fact that the person is authorized to sign the record.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0204 - Signing and filing pursuant to judicial order.

183.0204
Signing and filing pursuant to judicial order.
(1)
If a person required by this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order any of the following:
(a)
The person to sign the record.
(b)
The person to deliver the record to the department for filing.
(c)
The department to file the record unsigned.
(2)
If a petitioner under sub. (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action.
(3)
A record filed under sub. (1) (c) is effective without being signed.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0205 - Liability for inaccurate information in filed record.

183.0205
Liability for inaccurate information in filed record.
(1)
If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from any of the following:
(a)
A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.
(b)
Subject to sub. (2), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if all of the following apply:
1.
The record was delivered for filing on behalf of the company.
2.
The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have done any of the following:
a.
Effected an amendment under s. 183.0202.
b.
Filed a petition under s. 183.0204.
c.
Delivered to the department for filing a statement of change under s. 183.0116 or a statement of correction under s. 183.0209.
(2)
To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the department for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in sub. (1) (b) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(3)
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0206 - Filing requirements.

183.0206
Filing requirements.
(1)
Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:
(a)
The filing of the record must be required or permitted by this chapter.
(b)
The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.
(c)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(d)
The record must be signed by a person authorized or required under this chapter to sign the record.
(e)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(f)
The record must contain the name of the drafter, if required by s. 182.01 (3).
(1m)
The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
(2)
If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.
(3)
When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.
(5)
The department may provide forms for filings required or permitted to be made by this chapter and may require their use.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0207 - Effective date and time.

183.0207
Effective date and time.
Except as otherwise provided in s. 183.0208 and subject to s. 183.0209 (4), a record filed under this chapter is effective as follows:
(1)
Except as provided in subs. (2) and (3), on the date that it is received by the department for filing and at any of the following times on that date:
(a)
The time of day specified in the document as its effective time.
(b)
If no effective time is specified, at the close of business.
(2)
The date that a document is received by the department is determined by the department's endorsement on the original document under s. 183.0210 (2).
(3)
A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0208 - Withdrawal of filed record before effectiveness.

183.0208
Withdrawal of filed record before effectiveness.
(1)
Except as otherwise provided in ss. 183.1023 (2), 183.1033 (2), 183.1043 (2), and 183.1053 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.
(2)
A statement of withdrawal must satisfy all of the following:
(a)
It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.
(b)
It must identify the record to be withdrawn.
(c)
If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(3)
On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0209 - Correcting filed record.

183.0209
Correcting filed record.
(1)
A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:
(a)
The record at the time of filing was inaccurate.
(b)
The record was defectively signed.
(c)
The electronic transmission of the record to the department was defective.
(2)
To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.
(3)
(a)
A statement of correction may not state a delayed effective date.
(b)
A statement of correction must satisfy all of the following:
1.
It must be signed by the person correcting the filed record.
2.
It must identify the filed record to be corrected.
3.
It must specify the inaccuracy or defect to be corrected.
4.
It must correct the inaccuracy or defect.
(4)
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of s. 183.0103 (4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0210 - Duty of department to file; review of refusal to file; delivery of record by department.

183.0210
Duty of department to file; review of refusal to file; delivery of record by department.
(1)
The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.
(2)
When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.
(3)
If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:
(a)
Return the record or notify the person that submitted the record of the refusal.
(b)
Provide a brief explanation in a record of the reason for the refusal.
(4)
If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(5)
The filing of or refusal to file a record does not create a presumption of any of the following:
(a)
That the record does or does not conform to the requirements of this chapter.
(b)
That the information contained in the record is correct or incorrect.
(6)
Except as otherwise provided by s. 183.0119 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:
(a)
In person to the person that submitted it.
(b)
To the address of the person's registered agent.
(c)
To the principal office of the person.
(d)
To another address the person provides to the department for delivery.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0211 - Certificate of status.

183.0211
Certificate of status.
(1)
Any person may obtain from the department, upon request, a certificate of status for a limited liability company or registered foreign limited liability company.
(2)
A certificate of status shall include all of the following information:
(a)
The domestic company's company name or the foreign company's company name and fictitious name, if any, used in this state.
(b)
Whether each of the following is true:
1.
The domestic company is a limited liability company whose governing law is the law of this state, or the foreign company is authorized to transact business in this state.
2.
The domestic company or the foreign company has, during its most recently completed report year, filed with the department an annual report required by s. 183.0212.
3.
The domestic company has not filed a statement of dissolution or statement of termination.
4.
The foreign company has not filed a statement of withdrawal of its foreign registration under s. 183.0911 and, if not, the effective date of its registration statement.
(c)
The domestic company's effective date of its articles of organization and the period of its duration if less than perpetual.
(3)
The certificate of status may include other facts of record in the department that are requested.
(4)
Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the limited liability company or the foreign limited liability company is in existence or is authorized to transact business in this state.
(5)
Upon request, by telephone or otherwise, the department shall confirm by telephone any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0212 - Annual report for department.

183.0212
Annual report for department.
(1)
A limited liability company or registered foreign limited liability company shall deliver to the department for filing an annual report that states all of the following:
(a)
The name of the company or foreign company.
(b)
The street address of its registered agent in this state and the name and e-mail address of its registered agent at that office.
(c)
The street address of its principal office.
(d)
If the company is member managed, the name of at least one member.
(e)
If the company is manager managed, the name of at least one manager.
(f)
In the case of a foreign company, the jurisdiction of its governing law and any fictitious name adopted under s. 183.0906 (1).
(2)
Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.
(3)
(a)
A domestic limited liability company shall deliver its annual report to the department in each year following the calendar year in which the domestic limited liability company's articles of organization became effective, during the calendar year quarter in which the anniversary date of the articles' effective date occurs.
(b)
A registered foreign limited liability company shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company registered to do business in this state.
(4)
If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 183.0103 (5), the annual report is timely filed.
(5)
If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 183.0116.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0301 - No agency power of member as member.

183.0301
No agency power of member as member.
(1)
A member is not an agent of a limited liability company solely by reason of being a member.
(2)
A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0303 - Statement of denial.

183.0303
Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial that does all of the following:
(1)
Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains.
(2)
Denies the grant of authority.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0304 - Liability of members and managers.

183.0304
Liability of members and managers.
(1)
A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. Except as provided in ss. 73.0306, 183.0403, and 183.0406, a member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
(2)
The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0401 - Becoming member.

183.0401
Becoming member.
(1)
If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(2)
If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(3)
A person becomes an initial member of a limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company's initial members.
(4)
After formation of a limited liability company, a person becomes a member in any of the following ways:
(a)
As provided in the operating agreement.
(b)
As the result of a transaction effective under subch. X.
(c)
With the affirmative vote or consent of all the members.
(d)
As provided in s. 183.0701 (1) (c).
(e)
As provided in s. 183.0503 (6) (c).
(5)
A person may become a member without doing any of the following:
(a)
Acquiring a transferable interest.
(b)
Making or being obligated to make a contribution to the limited liability company.
History:  2021 a. 258.