183.1011 Withdrawal of registration.

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

(2) A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following:

(a) The name of the foreign limited liability company and the name of the state or jurisdiction under whose laws it is organized.

(b) A statement that the foreign limited liability company is not transacting business in this state and that it surrenders its authority to transact business in this state.

(c) A statement that the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under s. 183.1010 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.

(d) An address to which a person may mail a copy of any process against the foreign limited liability company.

(e) A commitment to notify the department in the future of any change in the mailing address of the foreign limited liability company principal office.

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

When the legislature provides a specific default term on a topic and the operating agreement does not explicitly refer to that topic, it is reasonable to conclude the parties did not intend to override that default term. If an operating agreement is ambiguous as to whether the members intended to override a particular statutory default term, the statutory default term governs. An operating agreement that does not refer to voting on any particular matter does not explicitly address voting to authorize an action on behalf of an LLC and does not override sub. (1). Lenticular Europe, LLC v. Cunnally, 2005 WI App 33, 279 Wis. 2d 385, 693 N.W.2d 302, 04-1054.