183.1002 Registration required.

(1) A foreign limited liability company may not transact business in this state until it obtains a certificate of registration from the department.

(2) Activities that for purposes of sub. (1) do not constitute transacting business in this state include but are not limited to:

(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.

(b) Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs.

(c) Maintaining financial institution accounts.

(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

(g) Lending money or creating or acquiring indebtedness, mortgages, and security interests in property.

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(i) Owning, without more, property.

(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

(k) Transacting business in interstate commerce.

(3) A foreign limited liability company shall not be considered to be transacting business in this state solely because of any of the following:

(a) The foreign limited liability company owns a controlling interest in a corporation that is transacting business in this state.

(b) The foreign limited liability company is a limited partner of a limited partnership that is transacting business in this state.

(c) The foreign limited liability company is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.

(d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state.

(4) This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.

History: 1993 a. 112; 1995 a. 27, 97.