2019 Wisconsin Statutes & Annotations
Chapter 183. Limited liability companies.
183.1003 Consequences of transacting business without registration.

183.1003 Consequences of transacting business without registration.

(1) A foreign limited liability company transacting business in this state without a certificate of registration may not maintain a proceeding in a court of this state until the foreign limited liability company obtains a certificate of registration.

(2) Neither the successor to a foreign limited liability company that transacted business in this state without a certificate of registration nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court in this state until the foreign limited liability company or its successor obtains a certificate of registration.

(3) A court may stay a proceeding commenced by a foreign limited liability company, or its successor or assignee, until the court determines if the foreign limited liability company or its successor requires a certificate of registration. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate of registration.

(4) The failure of a foreign limited liability company to obtain a certificate of registration does not do any of the following:

(a) Impair the validity of any contract or act of the foreign limited liability company or its title to property in this state.

(b) Affect the right of any other party to a contract to maintain any action, suit or proceeding on a contract.

(c) Prevent the foreign limited liability company from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.

(5)

(a) A foreign limited liability company that transacts business in this state without a certificate of registration is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of registration, in an amount equal to the sum of the following:

1. All fees that would have been imposed by this chapter upon the foreign limited liability company had it applied for and received a certificate of registration.

2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.

(b) The foreign limited liability company shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the department any amount owed under par. (a).

(6) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without a certificate of registration.

History: 1993 a. 112; 1995 a. 27.