2023 Wisconsin Statutes & Annotations
Chapter 183 - Uniform limited liability company law.
183.0902 - Registration to do business in this state.
183.0902 Registration to do business in this state.
(1) A foreign limited liability company may not do business in this state until it registers with the department under this subchapter.
(2) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(3) The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability company or its title to property in this state or preclude it from defending an action or proceeding in this state.
(4) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state.
(5) Section 183.0901 (1) and (2) applies even if a foreign limited liability company fails to register under this subchapter.
(6)
(a) A foreign limited liability company that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:
1. All fees and other charges that would have been imposed by this chapter on the foreign limited liability company had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.
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, and the department may not file a foreign registration statement for 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 this subsection.
History: 2021 a. 258.
