Wisconsin Statutes (Last Updated: January 10, 2017) |
Chapter 183. Limited Liability Companies |
SubChapter X. FOREIGN LIMITED LIABILITY COMPANIES |
Section 183.1003. Consequences of transacting business without registration.
Latest version.
- (1) A foreign limited liability company transacting business in this state without a certificate of registration may not maintain a proceeding in a court of this state until the foreign limited liability company obtains a certificate of registration.(2) Neither the successor to a foreign limited liability company that transacted business in this state without a certificate of registration nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court in this state until the foreign limited liability company or its successor obtains a certificate of registration.(3) A court may stay a proceeding commenced by a foreign limited liability company, or its successor or assignee, until the court determines if the foreign limited liability company or its successor requires a certificate of registration. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate of registration.(4) The failure of a foreign limited liability company to obtain a certificate of registration does not do any of the following:(a) Impair the validity of any contract or act of the foreign limited liability company or its title to property in this state.(b) Affect the right of any other party to a contract to maintain any action, suit or proceeding on a contract.(c) Prevent the foreign limited liability company from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.(5)(a) A foreign limited liability company that transacts business in this state without a certificate of registration is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of registration, in an amount equal to the sum of the following:1. All fees that would have been imposed by this chapter upon the foreign limited liability company had it applied for and received a certificate of registration.2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.(b) The foreign limited liability company shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of registration to the foreign limited liability company until the amount owed is paid. The attorney general may enforce a foreign limited liability company's obligation to pay to the department any amount owed under par. (a) .(6) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without a certificate of registration.