183.09025 Administrative dissolution and reinstatement.

(1) Grounds for administrative dissolution. The department may bring a proceeding under sub. (2) to administratively dissolve any limited liability company that does not deliver to the department the limited liability company's complete annual report within one year after the annual report is due.

(2) Procedure for administrative dissolution.

(a) If the department determines that grounds exist under sub. (1) for dissolving a limited liability company, the department shall mail the limited liability company a notice of the determination. The notice shall be in writing and addressed to the registered office of the limited liability company.

(b) Within 60 days after the date on which the notice is received or the date on which the notice under par. (d) is posted, the limited liability company shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

(c) If a limited liability company fails to satisfy par. (b), the department shall administratively dissolve the limited liability company. The department shall enter a notation in its records to reflect each ground for dissolution and the effective date of dissolution and shall mail the limited liability company a notice of those facts and a certificate of dissolution. The notice and certificate shall be in writing and addressed to the registered office of the limited liability company. The dissolution is subject to judicial review as provided in ss. 227.52 to 227.58.

(d) If a notice under par. (a) or (c) is returned to the department as undeliverable, the department shall again mail the notice to the limited liability company as provided under that paragraph. If the notice is again returned to the department as undeliverable, the department shall give the notice by posting the notice on the department's Internet site.

(3) Use of name following administrative dissolution. A limited liability company's right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (2) (c).

(4) Reinstatement.

(a) A limited liability company that is administratively dissolved under sub. (2) (c) may apply to the department for reinstatement. The application shall include all of the following:

1. The name of the limited liability company and the date on which it was administratively dissolved.

2. A statement that each ground for dissolution either did not exist or has been cured.

3. A statement that the limited liability company's name satisfies s. 183.0103.

(b) The department shall cancel the certificate of dissolution and issue a certificate of reinstatement under this paragraph if the department determines that the application contains the information required under par. (a), that the information is correct, and that all fees and penalties owed by the limited liability company to the department under this chapter have been paid. The certificate of reinstatement shall state the department's determination under this paragraph and the effective date of reinstatement. The department shall file the certificate and provide a copy to the limited liability company or its representative.

(c) When the reinstatement becomes effective, it shall relate back to and take effect as of the effective date of the administrative dissolution, and the limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.

(d) If the department denies a limited liability company's application for reinstatement under par. (a), the department shall serve the limited liability company with a written notice of denial that explains each reason for the denial. The denial is subject to judicial review as provided in ss. 227.52 to 227.58.

History: 2003 a. 33; 2005 a. 132; 2011 a. 234; 2013 a. 20.