(1) The department may commence a proceeding under sub. (2) to dissolve a limited liability company administratively if any of the following applies: (a) The company does not pay, within one year after they are due, any fees or penalties required to be paid to the department under this chapter. (b) The company does not have on file with the department its annual report within one year after it is due. (c) The company is without a registered agent in this state for at least one year. (d) The company does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. (e) The company violates s. 940.302 (2) or 948.051 (2). (2) If the department determines that one or more grounds exist for administratively dissolving a limited liability company, the department may give the company notice of the determination. The notice shall be in writing and addressed to the registered agent of the limited liability company. (3) (a) Within 60 days after the notice under sub. (2) takes effect under s. 183.0103 (5), the limited liability company shall, with respect to each ground for administrative dissolution, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist. (b) If the limited liability company fails to satisfy par. (a), the department may administratively dissolve the company. The department shall enter a notation in its records to reflect each ground for administrative dissolution and the effective date of dissolution and shall give the company notice of those facts. The notice shall be in writing and addressed to the registered agent of the limited liability company. (3m) (a) If a notice under sub. (2) or (3) (b) is returned to the department as undeliverable, the department shall again give notice to the limited liability company. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the company. (b) If the notice under par. (a) is returned to the department as undeliverable or if the limited liability company’s principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department’s Internet site. (4) A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under ss. 183.0702, 183.0704, 183.0705, 183.0706, and 183.0707, or to apply for reinstatement under s. 183.0709. (4m) A limited liability company’s right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (3) (b). (5) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.
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