Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.09102 - Procedure for and effect of termination.

183.09102 Procedure for and effect of termination.
(1) If the department determines that one or more grounds exist under s. 183.09101 for termination of a foreign limited liability company's registration, the department may give the foreign limited liability company notice of the determination. The notice shall be in writing and addressed to the registered agent of the foreign limited liability company.
(2)
(a) Within 60 days after the notice under sub. (1) takes effect under s. 183.0103 (5), the foreign limited liability company shall, with respect to each ground for termination, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b) If the foreign limited liability company fails to satisfy par. (a), the department may terminate the foreign limited liability company's registration by entering a notation in the department's records to reflect each ground for termination and the effective date of the termination. The department shall give the foreign limited liability company notice of each ground for termination and the effective date of the termination. The notice shall be in writing and addressed to the registered agent of the foreign limited liability company in this state.
(c)
1. The department shall reinstate the registration if the foreign limited liability company does all of the following within 6 months after the effective date of the termination:
a. Corrects each ground for termination.
b. Pays any fees or penalties due the department under this chapter or $5,000, whichever is less.
2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the termination, and the foreign limited liability company may resume carrying on its business as if the termination never occurred.
(3)
(a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the foreign limited liability company. Except as provided under par. (b), the notice shall be in writing and addressed to the principal office of the foreign limited liability company.
(b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited liability company's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.
(4) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.0905 (1) and (2), ends on the effective date of the termination of its registration.
(5) If the department or a court terminates a foreign limited liability company's registration, the foreign limited liability company may be served under s. 183.0119 (2) or (3) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative, or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was authorized to do business in this state.
(6) Termination of a foreign limited liability company's registration does not terminate the authority of its registered agent.
History: 2021 a. 258.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 183 - Uniform limited liability company law.

183.0101 - Short title.

183.0102 - Definitions.

183.0103 - Knowledge; notice.

183.0104 - Governing law.

183.0105 - Operating agreement; scope, function, and limitations.

183.0106 - Operating agreement; effect on limited liability company and person becoming member; preformation agreement.

183.0107 - Operating agreement; effect on 3rd parties and relationship to records effective on behalf of limited liability company.

183.01075 - Required information.

183.0108 - Nature, purpose, and duration of limited liability company.

183.0109 - Powers.

183.0110 - Applicability.

183.0111 - Supplemental principles of law.

183.0112 - Permitted names.

183.0113 - Reservation of name.

183.0114 - Registration of name.

183.0115 - Registered agent and registered office.

183.0116 - Change of registered agent or registered office by limited liability company.

183.0117 - Resignation of registered agent.

183.0118 - Change of name or address by registered agent.

183.0119 - Service of process, notice, or demand.

183.0120 - Delivery of record.

183.0122 - Filing fees; certified copies.

183.0201 - Formation of limited liability company; articles of organization.

183.0202 - Amendment or restatement of articles of organization.

183.0203 - Signing of records to be delivered for filing to the department.

183.0204 - Signing and filing pursuant to judicial order.

183.0205 - Liability for inaccurate information in filed record.

183.0206 - Filing requirements.

183.0207 - Effective date and time.

183.0208 - Withdrawal of filed record before effectiveness.

183.0209 - Correcting filed record.

183.0210 - Duty of department to file; review of refusal to file; delivery of record by department.

183.0211 - Certificate of status.

183.0212 - Annual report for department.

183.0301 - No agency power of member as member.

183.0302 - Statement of authority.

183.0303 - Statement of denial.

183.0304 - Liability of members and managers.

183.0401 - Becoming member.

183.0402 - Form of contribution.

183.0403 - Liability for contributions.

183.0404 - Sharing of and right to distributions before dissolution.

183.0405 - Limitations on distributions.

183.0406 - Liability for improper distributions.

183.0407 - Management of limited liability company.

183.0408 - Reimbursement; indemnification; advancement; and insurance.

183.0409 - Standards of conduct for members and managers.

183.0410 - Rights to information of member, manager, and person dissociated as member.

183.0501 - Nature of transferable interest.

183.0502 - Transfer of transferable interest.

183.0503 - Charging order.

183.0504 - Power of legal representative of deceased member.

183.0601 - Power to dissociate as member; wrongful dissociation.

183.0602 - Events causing dissociation.

183.0603 - Effect of dissociation.

183.0701 - Events causing dissolution.

183.0702 - Winding up.

183.0703 - Rescinding dissolution.

183.0704 - Known claims against dissolved limited liability company.

183.0705 - Other claims against dissolved limited liability company.

183.0706 - Court proceedings.

183.0707 - Disposition of assets in winding up.

183.0708 - Administrative dissolution.

183.0709 - Reinstatement.

183.0710 - Appeal from denial of reinstatement.

183.0801 - Direct action by member.

183.0802 - Derivative action.

183.0803 - Proper plaintiff.

183.0804 - Pleading.

183.0805 - Special litigation committee.

183.0806 - Proceeds and expenses.

183.0901 - Governing law.

183.0902 - Registration to do business in this state.

183.0903 - Foreign registration statement.

183.0904 - Amendment or cancellation of foreign registration statement.

183.0905 - Activities not constituting doing business.

183.0906 - Noncomplying name of foreign limited liability company.

183.0907 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

183.0908 - Withdrawal on dissolution or conversion to or merger into nonfiling entity other than limited liability partnership.

183.0909 - Transfer of registration.

183.09101 - Grounds for termination.

183.09102 - Procedure for and effect of termination.

183.09103 - Appeal from termination.

183.0911 - Withdrawal of registration of registered foreign limited liability company.

183.0912 - Action by attorney general.

183.1001 - Definitions.

183.1002 - Relationship of this subchapter to other laws.

183.1003 - Existing purpose.

183.1004 - Nonexclusivity.

183.1005 - Reference to external facts.

183.1021 - Merger authorized.

183.1022 - Plan of merger.

183.1023 - Approval of merger; amendment; abandonment.

183.1024 - Filings required for merger; effective date.

183.1025 - Effect of merger.

183.1031 - Interest exchange authorized.

183.1032 - Plan of interest exchange.

183.1033 - Approval of interest exchange; amendment; abandonment.

183.1034 - Filings required for interest exchange; effective date.

183.1035 - Effect of interest exchange.

183.1041 - Conversion authorized.

183.1042 - Plan of conversion.

183.1043 - Approval of conversion; amendment; abandonment.

183.1044 - Filings required for conversion; effective date.

183.1045 - Effect of conversion.

183.1051 - Domestication authorized.

183.1052 - Plan of domestication.

183.1053 - Approval of domestication; amendment; abandonment.

183.1054 - Filings required for domestication; effective date.

183.1055 - Effect of domestication.

183.1061 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

183.1101 - Uniformity of application and construction.

183.1102 - Relation to Electronic Signatures in Global and National Commerce Act.