reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0904 - Amendment or cancellation of foreign registration statement.

183.0904
Amendment or cancellation of foreign registration statement.
A registered foreign limited liability company shall deliver to the department for filing an amendment to, or cancellation of, as appropriate, its foreign registration statement if there is a change in any of the following:
(1)
The name of the company and, if the name does not comply with s. 183.0112, a fictitious name adopted pursuant to s. 183.0906 (1).
(1m)
The company's status as a foreign limited liability company.
(2)
The jurisdiction of the company's governing law.
(3)
An address required by s. 183.0903 (4).
(4)
The information required by s. 183.0903 (5), unless this information has previously been changed pursuant to s. 183.0116 or 183.0212.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0905 - Activities not constituting doing business.

183.0905
Activities not constituting doing business.
(1)
Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include all of the following:
(a)
Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.
(b)
Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.
(c)
Maintaining accounts in financial institutions.
(d)
Maintaining offices or agencies for the transfer, exchange, and registration of securities of the company or maintaining trustees or depositaries with respect to those securities.
(e)
Selling through independent contractors.
(f)
Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
(g)
Creating or acquiring indebtedness, mortgages, or security interests in property.
(h)
Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.
(i)
Conducting an isolated transaction that is not in the course of similar transactions.
(j)
Owning, without more, property.
(k)
Doing business in interstate commerce.
(2)
A person does not do business in this state solely by being a member or manager of a foreign limited liability company that does business in this state.
(3)
This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0906 - Noncomplying name of foreign limited liability company.

183.0906
Noncomplying name of foreign limited liability company.
(1)
A foreign limited liability company whose name does not comply with s. 183.0112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 183.0112. After registering to do business in this state with a fictitious name, a company shall only do business in this state under the fictitious name.
(2)
If a registered foreign limited liability company changes its name to one that does not comply with s. 183.0112, it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 183.0112.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0907 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

183.0907
Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
A registered foreign limited liability company that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity whose formation requires the delivery of a record to the department for filing is deemed to have withdrawn its registration on the effective date of the conversion or merger, unless the registration is transferred to such company pursuant to s. 183.0909.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0908 - Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.

183.0908
Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.
(1)
(a)
A registered foreign limited liability company that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 183.0911.
(c)
In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the limited liability company has converted or merged and the jurisdiction of its governing law.
(2)
After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to s. 183.0119, as provided in s. 183.0911 (2).
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0909 - Transfer of registration.

183.0909
Transfer of registration.
(1)
When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this state, the foreign entity shall deliver to the department for filing an application for transfer of registration. The application must state all of the following:
(a)
The name of the registered foreign limited liability company before the merger or conversion.
(b)
That before the merger or conversion the registration pertained to a foreign limited liability company.
(c)
The name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted and, if the name does not comply with s. 183.0112, a fictitious name adopted pursuant to s. 183.0906 (1).
(d)
The type of entity of the applicant foreign entity and the jurisdiction of its governing law.
(e)
The street and mailing addresses of the principal office of the applicant foreign entity and, if the entity's governing law requires the entity to maintain an office in the jurisdiction of that governing law, the street and mailing addresses of that office.
(f)
The street address of the applicant foreign entity's registered office in this state and the name and e-mail address of its registered agent at that office.
(2)
When an application for transfer of registration takes effect, the registration of the foreign limited liability company to do business in this state is transferred without interruption to the foreign entity into which the company has merged or to which it has been converted.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.09101 - Grounds for termination.

183.09101
Grounds for termination.
(1)
The department may terminate the registration of a registered foreign limited liability company in the manner provided in s. 183.09102 if any of the following applies:
(a)
The foreign limited liability company fails to file its annual report with the department within 4 months after it is due.
(b)
The foreign limited liability company does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
(c)
The foreign limited liability company is without a registered agent or registered office in this state for at least 6 months.
(d)
The foreign limited liability company does not inform the department under s. 183.0116 or 183.0117 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.
(e)
The foreign limited liability company's statement of foreign registration contains fraudulent or materially false information.
(f)
The department receives a duly authenticated certificate from the secretary of state or other official having custody of company records in the jurisdiction of the foreign limited liability company's governing law stating that it has been dissolved or disappeared as the result of a merger or other event.
(g)
The foreign limited liability company violates s. 940.302 (2) or 948.051 (2).
(2)
If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted to terminate its authority to do business in this state, the department shall terminate the foreign limited liability company's registration under s. 183.09102 (2) (b).
(3)
A court may terminate under s. 946.87 the registration of a foreign limited liability company authorized to transact business in this state. The court shall notify the department of the action, and the department shall terminate the foreign limited liability company's registration under s. 183.09102.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.09103 - Appeal from termination.

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.
(2)
The court may order the department to reinstate the registration or may take any other action that the court considers appropriate.
(3)
The court's final decision may be appealed as in other civil proceedings.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.0911 - Withdrawal of registration of registered foreign limited liability company.

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:
(a)
The name of the company and the jurisdiction of its governing law.
(b)
That the company is not doing business in this state and that it withdraws its registration to do business in this state.
(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.
(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.
(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.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1002 - Relationship of this subchapter to other laws.

183.1002
Relationship of this subchapter to other laws.
(1)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(2)
A transaction effected under this chapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1003 - Existing purpose.

183.1003
Existing purpose.
(2)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
(3)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(4)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1004 - Nonexclusivity.

183.1004
Nonexclusivity.
The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1005 - Reference to external facts.

183.1005
Reference to external facts.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1021 - Merger authorized.

183.1021
Merger authorized.
(1)
One or more domestic limited liability companies may merge with or into one or more other constituent entities pursuant to ss. 183.1021 to 183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
(2)
One or more other domestic or foreign entities may merge with or into a domestic limited liability company pursuant to ss. 183.1021 to 183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1022 - Plan of merger.

183.1022
Plan of merger.
(1)
A plan of merger must be in a record and contain all of the following:
(a)
As to each constituent entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the merger.
(c)
The manner and basis of converting the interests in each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.
(e)
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.
(f)
Any other matters required under the governing law of any constituent entity.
(2)
In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1023 - Approval of merger; amendment; abandonment.

183.1023
Approval of merger; amendment; abandonment.
(1)
Subject to s. 183.1061, a plan of merger must be approved by a vote or consent of all the members of each domestic limited liability company that is a constituent entity.
(2)
Subject to s. 183.1061 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger.
(3)
If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of each constituent entity.
(b)
The amendment to or the abandonment of the articles of merger.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
(4)
In addition to approval under sub. (1), a plan of merger must be approved by each constituent entity that is not a domestic limited liability company in accordance with any requirements of its governing law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1024 - Filings required for merger; effective date.

183.1024
Filings required for merger; effective date.
(1)
After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following:
(a)
The name, type of entity, and governing law of each constituent entity.
(b)
The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect.
(c)
A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.
(d)
1.
If the surviving entity preexists the merger, any amendments to its organizational documents under s. 183.1022 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.
2.
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a public record under its governing law.
(e)
A statement that the plan of merger is on file at the principal office of the surviving entity.
(f)
A statement that upon request the surviving entity will provide a copy of the plan of merger to any interest holder of a constituent entity.
(2)
In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.
(3)
If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so or been assigned a registration to do so under s. 183.0909, it shall so register.
(4)
A merger takes effect at the effective date and time of the articles of merger.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1031 - Interest exchange authorized.

183.1031
Interest exchange authorized.
(1)
A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 183.1031 to 183.1035 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the limited liability company and the acquired entity.
(2)
All of one or more classes or series of interests of a domestic limited liability company may be acquired by another domestic or foreign entity pursuant to ss. 183.1031 to 183.1035 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the limited liability company.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1032 - Plan of interest exchange.

183.1032
Plan of interest exchange.
(1)
A plan of interest exchange must be in a record and contain all of the following:
(a)
As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the interest exchange.
(c)
The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.
(e)
Any other matters required under the governing law of the acquired or acquiring entity.
(2)
In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1033 - Approval of interest exchange; amendment; abandonment.

183.1033
Approval of interest exchange; amendment; abandonment.
(1)
Subject to s. 183.1061, a plan of interest exchange must be approved by a vote or consent of all the members of each domestic limited liability company that is an acquiring or acquired entity.
(2)
Subject to s. 183.1061 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange.
(3)
If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the acquiring and acquired entities.
(b)
The amendment to or abandonment of the articles of interest exchange.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
(4)
In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic limited liability company in accordance with any requirements of its governing law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1034 - Filings required for interest exchange; effective date.

183.1034
Filings required for interest exchange; effective date.
(1)
After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following:
(a)
The name, type of entity, and governing law of the acquired entity.
(b)
The name, type of entity, and governing law of the acquiring entity.
(c)
A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.
(d)
Any amendments to the organizational documents of the acquired or acquiring entity under s. 183.1032 (1) (d) that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.
(e)
A statement that the plan of interest exchange is on file at the principal office of the acquiring entity.
(f)
A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity.
(2)
In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange.
(3)
An interest exchange takes effect at the effective date and time of the articles of interest exchange.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1041 - Conversion authorized.

183.1041
Conversion authorized.
(1)
A domestic limited liability company may convert to another type of entity, either domestic or foreign, pursuant to ss. 183.1041 to 183.1045 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.
(2)
A foreign or domestic entity, other than a domestic limited liability company, may convert to a domestic limited liability company pursuant to ss. 183.1041 to 183.1045 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a limited liability company under this chapter immediately after the conversion.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1042 - Plan of conversion.

183.1042
Plan of conversion.
(1)
A plan of conversion must be in a record and contain all of the following:
(a)
The name, type of entity, and governing law of the converting entity.
(b)
The name, type of entity, and governing law of the converted entity.
(c)
The terms and conditions of the conversion.
(d)
The manner and basis of converting the interests in the converting entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(e)
The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.
(f)
Any other matters required by the governing law of the converting entity.
(2)
In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1043 - Approval of conversion; amendment; abandonment.

183.1043
Approval of conversion; amendment; abandonment.
(1)
Subject to s. 183.1061, a plan of conversion must be approved by all the members of a converting domestic limited liability company. A plan of conversion into a converted domestic limited liability company must be approved pursuant to the governing law of the converting entity.
(2)
Subject to s. 183.1061 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.
(3)
If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the converting entity and the converted entity under the plan of conversion.
(b)
The amendment to or abandonment of the articles of conversion.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1044 - Filings required for conversion; effective date.

183.1044
Filings required for conversion; effective date.
(1)
After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following:
(a)
The name, type of entity, and governing law of the converting entity.
(b)
The name, type of entity, and governing law of the converted entity.
(c)
A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law.
(d)
Any organizational documents of the converted entity that are to be in a public record under its governing law.
(e)
A statement that the plan of conversion is on file at the principal office of the converted entity.
(f)
A statement that upon request the converted entity will provide a copy of the plan of conversion to any person that was an interest holder of the converting entity.
(2)
In addition to the requirements of sub. (1), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.
(3)
If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so or been assigned a registration to do so under s. 183.0909, it shall so register.
(4)
A conversion takes effect at the effective date and time of the articles of conversion.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1051 - Domestication authorized.

183.1051
Domestication authorized.
A domestic limited liability company may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited liability company, and a non-United States entity may domesticate as a domestic limited liability company subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 183.1051 to 183.1055 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1052 - Plan of domestication.

183.1052
Plan of domestication.
(1)
A plan of domestication must be in a record and contain all of the following:
(a)
The name, type of entity, and governing law of the domesticating entity.
(b)
The name, type of entity, and governing law of the domesticated entity.
(c)
The terms and conditions of the domestication.
(d)
The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.
(2)
In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1053 - Approval of domestication; amendment; abandonment.

183.1053
Approval of domestication; amendment; abandonment.
(1)
Subject to s. 183.1061, a plan of domestication must be approved by all the members of a domesticating Wisconsin limited liability company. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.
(2)
Subject to s. 183.1061 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.
(3)
If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the domesticating entity and the domesticated entity under the plan of domestication.
(b)
The amendment to or abandonment of the articles of domestication.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1054 - Filings required for domestication; effective date.

183.1054
Filings required for domestication; effective date.
(1)
After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following:
(a)
The name, type of entity, and governing law of the domesticating entity.
(b)
The name, type of entity, and governing law of the domesticated entity.
(c)
A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.
(d)
Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 183.1052 (1) (d) that are to be in a public record under their respective governing laws.
(e)
A statement that the plan of domestication is on file at the principal office of the domesticated entity.
(f)
A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.
(2)
In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.
(3)
A domestication takes effect at the effective date and time of the articles of domestication.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1061 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

183.1061
Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
(1)
Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic limited liability company may not materially increase the current or potential obligations of a member in the constituent, acquiring, acquired, converting, or domesticating limited liability company, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.
(2)
Subsection (1) shall not apply with respect to a member if any of the following applies:
(a)
The member consents to the merger, interest exchange, conversion, or domestication.
(b)
The member has consented to the provision of the written operating agreement that provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.
(3)
A member does not give the consent required by sub. (2) merely by consenting to a provision of the written operating agreement that permits the written operating agreement to be amended with the consent of fewer than all the members.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1101 - Uniformity of application and construction.

183.1101
Uniformity of application and construction.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 183 - Uniform limited liability company law. › 183.1102 - Relation to Electronic Signatures in Global and National Commerce Act.

183.1102
Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.01 - Definitions.

184.01
Definitions.
In this chapter:
(1)
“Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.
(2)
“Nonprofit association" means an unincorporated organization consisting of 3 or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common, or tenancy by the entireties does not, by itself, establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.04 - Real and personal property; nonprofit association as legatee or beneficiary.

184.04
Real and personal property; nonprofit association as legatee or beneficiary.
(1)
A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property.
(2)
A nonprofit association may be a legatee or beneficiary of a trust or contract.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.05 - Statement of authority as to real property.

184.05
Statement of authority as to real property.
(1)
A nonprofit association may execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(2)
An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county register of deeds in which a transfer of the property would be recorded.
(3)
A statement of authority must include all of the following:
(a)
The name of the nonprofit association. The name of a nonprofit association as set forth in the statement of authority must contain the words “unincorporated association" or “unincorporated assoc." or end with the abbreviation “U.A." or “UA". The name may not contain language stating or implying that the nonprofit association is incorporated.
(b)
The address in this state, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this state, its address outside this state.
(c)
The name or title of a person who is authorized to transfer an estate or interest in real property held in the name of the nonprofit association.
(d)
The action, procedure or vote of the nonprofit association that authorizes the person to transfer the real property of the nonprofit association and that authorizes the person to execute the statement of authority.
(4)
A statement of authority shall be executed in the same manner as a deed by a person who is not the person authorized by the statement of authority to transfer the estate or interest in real property.
(6)
An amendment, including a cancellation, of a statement of authority must meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law 5 years after the date of the most recent recording.
(7)
If the record title to real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the county register of deeds in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.06 - Liability in tort and contract.

184.06
Liability in tort and contract.
(1)
A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.
(2)
A person is not liable for a breach of a nonprofit association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(3)
A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(4)
A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(5)
A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.07 - Capacity to assert and defend; standing.

184.07
Capacity to assert and defend; standing.
(1)
A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution.
(2)
A nonprofit association may assert a claim in its name on behalf of its members if one or more members of the nonprofit association have standing to assert a claim in their own right, the interests that the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.09 - Disposition of personal property of inactive nonprofit association.

184.09
Disposition of personal property of inactive nonprofit association.
If a nonprofit association has been inactive for 3 years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property to any of the following:
(1)
If a document of a nonprofit association specifies a person to whom transfer is to be made under these circumstances, that person.
(2)
If no person is so specified, a nonprofit association or nonprofit corporation pursuing broadly similar purposes, or to a government or governmental subdivision, agency or instrumentality.
History:  1997 a. 140.