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Legislative updates

Senate Bill 566 enacts new limited liability company and limited partnership laws. The new laws are effective for newly formed LLCs and LPs on January 1, 2023. The new laws are effective for pre-existing LLCs and LPs on January 1, 2023 unless (1) they file a statement before January 1, 2023, electing not to be subject to the new law or (2) file a statement electing to be subject to the new laws before January 1, 2023, in which case the new law is effective on the effective date of the statement. For more information about the new LLC and LP laws see our article “Wisconsin Enacts New Limited Liability Company and Limited Partnership Laws” here.

Assembly Bill 897, effective June 1, 2018, amends provisions of the corporation law relating to the fees for the certificate of authority, withdrawal, and annual report of a foreign corporation that qualifies as a qualified new business venture that is certified under Sec. 238.15 (1).

Senate Bill 298, effective February 26, 2018, creates a new category of business corporation identified as a benefit corporation. A benefit corporation shall have a purpose of creating general public benefit. A general public benefit is a material positive impact on society and the environment through activities that promote some combination of specific public benefits.

Case summaries

Shareholder Suit
Arrowhead Systems, Inc. v. Grant Thornton LLP, No. 2019AP2268, decided October 15, 2020. The Wisconsin Court of Appeals held that the rule that denies standing to shareholders to bring direct claims seeking redress for injuries to the corporation applies even where the corporation was an S corporation with a sole shareholder who was claiming harm due to the corporation’s accountant’s tax strategy.

Other notices

On March 30, 2023, the Wisconsin Department of Financial Institutions announced the launch of its new website as the go to source of information for the agency. The announcement states that “[t]he new website features a mobile-responsive design and streamlined navigation for faster access to key information, as well as a new look that is cohesive with and other state agency websites… The new website features a new homepage design with a search feature for corporate records and new top-level navigation that organizes the agency’s services into seven categories, including about the agency, business services, consumer services, educational services, financial institutions, financial services, and securities”. The announcement can be read in its entirety here.

On March 2, 2021 the Wisconsin Department of Financial Institutions (DFI) issued a news release warning businesses about solicitations designed to look like an invoice from the Secretary of State that requests payment of $72.50 for a “Certificate of Status.” The news release calls the solicitation “misleading” and states that it is not being sent by DFI. The news release can be read in full from the DFI’s website.

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