183.0204 Effect of delivery or filing of articles of organization and other documents.

(1)

(a) A limited liability company is formed when the articles of organization become effective under s. 183.0111.

(b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

(c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.

(2) The department's filing of the articles of organization of a foreign limited liability company under s. 183.1004 shall be considered the certificate of authority for that foreign limited liability company to transact business in this state and is notice of all other facts set forth in the registration statement.

(3)

(a) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.

(b) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

History: 1993 a. 112; 1995 a. 27; 2001 a. 44.