LRB-5273/1
ARG:emw&wlj
2017 - 2018 LEGISLATURE
January 30, 2018 - Introduced by Representatives Zimmerman, Ott, Kuglitsch,
Tauchen, Tusler, Knodl, Kulp, Spiros, Macco, Kooyenga and Horlacher,
cosponsored by Senators Marklein and Stroebel. Referred to Committee on
Financial Institutions.
AB897,1,4 1An Act to amend 180.0122 (1) (u), 180.1503 (1) (i), 180.1520 (2) (f) and 180.1622
2(1) (h); and to create 180.0103 (12m) of the statutes; relating to: the fees for
3a foreign corporation's certificate of authority, withdrawal of a certificate of
4authority, and annual report.
Analysis by the Legislative Reference Bureau
This bill eliminates, for Wisconsin-headquartered foreign corporations
meeting certain criteria, the portion of the fee for a certificate of authority to transact
business in this state that is based on the amount of the foreign corporation's capital
in this state.
Under current law, a foreign corporation may not transact business in this state
until it obtains a certificate of authority from the Department of Financial
Institutions. Generally a “foreign corporation" is a for-profit corporation
incorporated under the law of another state or country. The fee for an application for
a certificate of authority to transact business in this state is $100, plus $3 for every
$1,000 of the foreign corporation's capital exceeding $60,000 employed or to be
employed in this state (additional capital-based fee). A foreign corporation
authorized to transact business in this state must file with DFI an annual report that
includes certain information, including information related to the foreign
corporation's capital. The fee for the annual report is $65 plus, if the annual report
shows a deficiency in the foreign corporation's additional capital-based fee that was
previously paid, a fee that makes up for this deficiency. A foreign corporation
authorized to transact business in this state may not withdraw from this state until

it obtains a certificate of withdrawal from DFI. The application for a certificate of
withdrawal must include certain information, including information related to the
foreign corporation's capital. The fee for an application for a certificate of withdrawal
is $40 plus, if the application shows a deficiency in the foreign corporation's
additional capital-based fee that was previously paid, a fee that makes up for this
deficiency.
This bill eliminates, for a foreign corporation that is a qualified new business
venture (described below), the additional capital-based fee for a certificate of
authority, along with any fee for an annual report or certificate of withdrawal that
makes up for a deficiency in the additional capital-based fee. Therefore, under the
bill, the fee for a certificate of authority for such a foreign corporation is always $100,
and the fees for a certificate of withdrawal and an annual report are always,
respectively, $40 and $65. The bill defines a qualified new business venture as a
foreign corporation that is certified by the Wisconsin Economic Development
Corporation as meeting certain criteria, including all of the following: 1) it has its
headquarters in Wisconsin; 2) it has fewer than 100 employees and at least 51
percent of its employees are employed in Wisconsin; 3) it has been in operation in
Wisconsin for no more than ten consecutive years; 4) it has the potential for
increasing jobs in Wisconsin or increasing capital investment in Wisconsin, or both,
and meets other criteria related to innovation or technology.
For further information see the state fiscal estimate, which will be printed as
an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB897,1 1Section 1 . 180.0103 (12m) of the statutes is created to read:
AB897,2,32 180.0103 (12m) “Qualified new business venture" means a foreign corporation
3that is certified under s. 238.15 (1).
AB897,2 4Section 2 . 180.0122 (1) (u) of the statutes is amended to read:
AB897,2,95 180.0122 (1) (u) Application for certificate of authority, $100, and, unless the
6application is made by a qualified new business venture,
$3 for every $1,000 or
7fraction thereof of the foreign corporation's capital exceeding $60,000 employed or
8to be employed in this state, computed as provided in s. 180.1503, as shown by the
9application.
AB897,3 10Section 3 . 180.1503 (1) (i) of the statutes is amended to read:
AB897,3,7
1180.1503 (1) (i) The amount of paid-in capital and the number and value of
2shares of capital stock issued without par value. The value of capital stock without
3par value, for the purpose of such statement and for the purpose of computing filing
4fees if the foreign corporation is not a qualified new business venture, shall be taken
5as the amount by which the entire property of the foreign corporation exceeds its
6liabilities other than such capital stock without par value, but each share of the
7capital stock without par value shall be deemed to be of the value of not less than $10.
AB897,4 8Section 4 . 180.1520 (2) (f) of the statutes is amended to read:
AB897,3,149 180.1520 (2) (f) The highest proportion of its capital which is or was
10represented in this state by its property located and business transacted in this state
11at any time since its last fee payment on its capital representation. The proportion
12of capital employed in this state shall be computed as provided under s. 180.1622 (1)
13(i) except that reference shall be to the current year rather than the preceding one.
14This paragraph does not apply to a qualified new business venture.
AB897,5 15Section 5 . 180.1622 (1) (h) of the statutes is amended to read:
AB897,3,2316 180.1622 (1) (h) With respect to a foreign corporation, the amount of paid-in
17capital and the number and value of shares of capital stock issued without par value.
18The value of capital stock without par value, for the purpose of such statement and
19for the purpose of computing filing fees if the foreign corporation is not a qualified
20new business venture,
shall be taken as the amount by which the entire property of
21the foreign corporation exceeds its liabilities other than such capital stock without
22par value, but each share of capital stock without par value shall be deemed to be of
23the value of not less than $10.
AB897,6 24Section 6. Initial applicability.
AB897,4,2
1(1) This act first applies to applications and annual reports received by the
2department of financial institutions on the effective date of this subsection.
AB897,7 3Section 7. Effective date.
AB897,4,54 (1) This act takes effect on the first day of the 3rd month beginning after
5publication.
AB897,4,66 (End)
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