Wis. Stat. § 183.0103

Knowledge; notice

Redline — January 1, 2003 → current.View current text →

Current — January 1, 2021

As of January 1, 2003

(1) The name of a limited liability company as set forth in its articles of organization must contain the words "limited liability company" or "limited liability co." or end with the abbreviation "L.L.C." or "LLC". The name may not contain language stating or implying that the limited liability company is organized for any purpose other than that permitted under s. 183.0106 (1) .

(2) Except as provided in sub. (4) , the name of a domestic limited liability company shall be distinguishable upon the records of the department from all of the following names:

(a) The name of any other limited liability company, a corporation, a nonstock corporation, a limited partnership, a limited liability partnership or a cooperative association existing under the laws of this state.

(b) The name of any foreign limited liability company, foreign corporation, foreign nonstock corporation, foreign limited partnership, foreign limited liability partnership or foreign cooperative association, or the designated, registered or fictitious name under which any such entity is licensed to transact business in this state.

(3) The name of a limited liability company is not distinguishable from a name referred to in sub. (2) (a) to (c) if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) or of the words "corporation", "incorporated", "limited", "company", "limited partnership", "limited liability partnership" or "cooperative" or an abbreviation of these words.

(4) A limited liability company may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2) (a) to (c) . The department shall authorize use of the name applied for if any of the following occurs:

(a) The other limited liability company, corporation, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

(b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(1) A person knows a fact if any of the following applies:

(a) The person has actual knowledge of the fact.

(b) The person is deemed to know the fact under law other than this chapter.

(2) A person has notice of a fact if any of the following applies:

(a) The person has reason to know the fact from all the facts known to the person at the time in question.

(b) The person is deemed to have notice of the fact under sub. (2m) or (4) (b) .

(2m) A statement of authority under s. 183.0302 or statement of denial under s. 183.0303 on file in the office of the department is notice of the matters identified in such statements. Except as otherwise provided in sub. (4) , such statements are not notice of any other fact.

(3) Subject to s. 183.0210 (6) , a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(4)

(a) A person not a member is deemed to know of a limitation on authority to transfer real property as provided in s. 183.0302 (7) .

(b) A person not a member is deemed to have notice of all of the following as follows:

1. A limited liability company's dissolution 90 days after a statement of dissolution under s. 183.0702 (2) (b) 1. becomes effective.

2. A limited liability company's termination 90 days after a statement of termination under s. 183.0702 (2) (b) 6. becomes effective.

3. A limited liability company's participation in a merger, interest exchange, conversion, or domestication 90 days after the articles of merger, interest exchange, conversion, or domestication under subch. X become effective.

(5) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:

(a) When received.

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

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

Official source: Wisconsin State Legislature. Reproduced from public-domain Wisconsin statutes; confirm against the official source for the current text. Not legal advice.