Section 183.0105. Registered office and registered agent.

 

(1)  Each limited liability company shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be one of the following:

(a) A natural person who resides in this state and whose business office is identical with the registered office.

(b) A domestic corporation, limited liability company, limited partnership, limited liability partnership, or corporation organized in this state or that has in effect a statement of qualification under s. 178.0901 , whose business office is identical with the registered office.

(c) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.

(2)  A limited liability company may change its registered office or registered agent, or both, by doing any of the following:

(a) Delivering to the department for filing a statement of change.

(b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of organization or in articles of merger.

(c) Including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120 . This paragraph also applies to a foreign limited liability company. A change under this paragraph is effective on the date the annual report is filed by the department.

(3)  A statement of change delivered under sub. (2) (a) shall include all of the following information:

(a) The name of the limited liability company.

(b) The name of its registered agent, as changed.

(c) The street address of its registered agent, as changed.

(d) A statement that after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.

(4)  If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any limited liability company for which that person is the registered agent. To make a change under this subsection, the registered agent shall notify the limited liability company in writing of the change and deliver to the department for filing a signed statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.

(5)  The registered agent of a limited liability company may resign as registered agent by delivering to the department for filing a written statement that includes all of the following information:

(a) The name of the limited liability company for which the registered agent is acting.

(b) The name of the registered agent.

(c) The street address of the limited liability company's current registered office and its principal office.

(d) A statement that the registered agent resigns.

(e) If applicable, a statement that the registered office is also discontinued.

(6)  After filing the statement required under sub. (5) , the department shall mail a copy of the statement to the limited liability company at its principal office.

(7)  The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

(a) Thirty days after the date determined under s. 183.0111 (1) .

(b) The date on which the appointment of a successor registered agent is effective.

(8)  

(a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice or demand required or permitted by law to be served on the limited liability company.

(b) Except as provided in par. (c) , if a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under this paragraph at the earliest of the following:

1. The date on which the limited liability company receives the mail.

2. The date shown on the return receipt, if signed on behalf of the limited liability company.

3. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

(c) Except as provided in s. 183.09025 (2) (d) , if the address of the limited liability company's principal office cannot be determined from the records of the department, the limited liability company may be served by publishing a class 3 notice, under ch. 985 , in the community where the limited liability company's registered office, as most recently designated in the records of the department, is located.

(d) This subsection does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a limited liability company in any other manner permitted by law.

1993 a. 112 ; 1995 a. 27 , 400 ; 2001 a. 44 ; 2003 a. 33 ; 2005 a. 476 ; 2011 a. 234 ; 2015 a. 295 .