AB150-ASA1-AA26,231,2017 180.1520 (2) (intro.) A foreign corporation authorized to transact business in
18this state may apply for a certificate of withdrawal by delivering an application to
19the secretary of state department for filing. The application shall include all of the
20following:
AB150-ASA1-AA26, s. 4640b 21Section 4640b. 180.1520 (2) (e) of the statutes is amended to read:
AB150-ASA1-AA26,231,2322 180.1520 (2) (e) A commitment to notify the secretary of state department in
23the future of any change in the mailing address of its principal office.
AB150-ASA1-AA26, s. 4641b 24Section 4641b. 180.1530 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,232,4
1180.1530 (1) (intro.) Except as provided in sub. (1m), the secretary of state
2department may bring a proceeding under s. 180.1531 to revoke the certificate of
3authority of a foreign corporation authorized to transact business in this state if any
4of the following applies:
AB150-ASA1-AA26, s. 4642b 5Section 4642b. 180.1530 (1) (a) of the statutes is amended to read:
AB150-ASA1-AA26,232,76 180.1530 (1) (a) The foreign corporation fails to file its annual report with the
7secretary of state department within 4 months after it is due.
AB150-ASA1-AA26, s. 4643b 8Section 4643b. 180.1530 (1) (b) of the statutes is amended to read:
AB150-ASA1-AA26,232,119 180.1530 (1) (b) The foreign corporation does not pay, within 4 months after
10they are due, any fees or penalties due the secretary of state department under this
11chapter.
AB150-ASA1-AA26, s. 4644b 12Section 4644b. 180.1530 (1) (d) of the statutes is amended to read:
AB150-ASA1-AA26,232,1713 180.1530 (1) (d) The foreign corporation does not inform the secretary of state
14department under s. 180.1508 or 180.1509 that its registered agent or registered
15office has changed, that its registered agent has resigned or that its registered office
16has been discontinued, within 6 months of the change, resignation or
17discontinuance.
AB150-ASA1-AA26, s. 4645b 18Section 4645b. 180.1530 (1) (f) of the statutes is amended to read:
AB150-ASA1-AA26,232,2319 180.1530 (1) (f) The secretary of state department receives a duly
20authenticated certificate from the secretary of state or other official having custody
21of corporate records in the state or country under whose law the foreign corporation
22is incorporated stating that it has been dissolved or disappeared as the result of a
23merger.
AB150-ASA1-AA26, s. 4646n 24Section 4646n. 180.1530 (1m) of the statutes is amended to read:
AB150-ASA1-AA26,233,5
1180.1530 (1m) If the secretary of state department receives a certificate under
2sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted
3by the foreign corporation to terminate its authority to transact business in this
4state, the secretary of state department shall issue a certificate of revocation under
5s. 180.1531 (2) (b).
AB150-ASA1-AA26, s. 4647b 6Section 4647b. 180.1530 (2) of the statutes is amended to read:
AB150-ASA1-AA26,233,107 180.1530 (2) A court may revoke under s. 946.87 the certificate of authority of
8a foreign corporation authorized to transact business in this state. The court shall
9notify the secretary of state department of the action, and the secretary of state
10department shall issue a certificate of revocation under s. 180.1531 (2) (b).
AB150-ASA1-AA26, s. 4648b 11Section 4648b. 180.1531 (1) of the statutes is amended to read:
AB150-ASA1-AA26,233,1512 180.1531 (1) If the secretary of state department determines that one or more
13grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the
14secretary of state department shall serve the foreign corporation under s. 180.1510
15with written notice of his or her the determination.
AB150-ASA1-AA26, s. 4649b 16Section 4649b. 180.1531 (2) (a) of the statutes is amended to read:
AB150-ASA1-AA26,233,2017 180.1531 (2) (a) Within 60 days after service of the notice is perfected under
18s. 180.1510, the foreign corporation shall correct each ground for revocation or
19demonstrate to the reasonable satisfaction of the secretary of state department that
20each ground determined by the secretary of state department does not exist.
AB150-ASA1-AA26, s. 4650b 21Section 4650b. 180.1531 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,234,222 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the secretary
23of state
department may revoke the foreign corporation's certificate of authority by
24signing issuing a certificate of revocation that recites each ground for revocation and

1its effective date. The secretary of state department shall file the original of the
2certificate and serve a copy on the foreign corporation under s. 180.1510.
AB150-ASA1-AA26, s. 4651b 3Section 4651b. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,234,84 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
5revoked after December 31, 1991, the secretary of state department shall reinstate
6the certificate of authority if the foreign corporation does all of the following within
7the later of October 4, 1993 or 6 months after the effective date of the certificate of
8revocation:
AB150-ASA1-AA26, s. 4652b 9Section 4652b. 180.1531 (2) (c) 1. b. of the statutes is amended to read:
AB150-ASA1-AA26,234,1110 180.1531 (2) (c) 1. b. Pays any fees or penalties due the secretary of state
11department under s. 180.1502 (5) (a) or $5,000, whichever is less.
AB150-ASA1-AA26, s. 4653b 12Section 4653b. 180.1531 (4) of the statutes is amended to read:
AB150-ASA1-AA26,234,1813 180.1531 (4) If the secretary of state department or a court revokes a foreign
14corporation's certificate of authority, the foreign corporation may be served under s.
15180.1510 (3) and (4) or the foreign corporation's registered agent may be served until
16the registered agent's authority is terminated, in any civil, criminal, administrative
17or investigatory proceeding based on a cause of action which arose while the foreign
18corporation was authorized to transact business in this state.
AB150-ASA1-AA26, s. 4654b 19Section 4654b. 180.1532 (1) of the statutes is amended to read:
AB150-ASA1-AA26,235,220 180.1532 (1) A foreign corporation may appeal the secretary of state's
21department's revocation of its certificate of authority under s. 180.1530 (1) to the
22circuit court for the county where the foreign corporation's principal office or, if none
23in this state, its registered office is located, within 30 days after service of the
24certificate of revocation is perfected under s. 180.1510. The foreign corporation shall
25appeal by petitioning the court to set aside the revocation and attaching to the

1petition copies of its certificate of authority and the secretary of state's department's
2certificate of revocation.
AB150-ASA1-AA26, s. 4655b 3Section 4655b. 180.1532 (2) of the statutes is amended to read:
AB150-ASA1-AA26,235,64 180.1532 (2) The court may order the secretary of state department to reinstate
5the certificate of authority or may take any other action that the court considers
6appropriate.
AB150-ASA1-AA26, s. 4656b 7Section 4656b. 180.1622 (title) of the statutes is amended to read:
AB150-ASA1-AA26,235,9 8180.1622 (title) Annual report for secretary of state department of
9financial institutions
.
AB150-ASA1-AA26, s. 4657b 10Section 4657b. 180.1622 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,235,1411 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic
12corporation and each foreign corporation authorized to transact business in this
13state shall file with the secretary of state department an annual report that includes
14all of the following information:
AB150-ASA1-AA26, s. 4658b 15Section 4658b. 180.1622 (1) (i) of the statutes is amended to read:
AB150-ASA1-AA26,236,216 180.1622 (1) (i) With respect to a foreign corporation, the proportion of the
17capital represented in this state by its property located and business transacted in
18this state during the preceding year. The proportion of capital employed in the state
19shall be computed by taking the gross business of the foreign corporation in the state
20and adding the same to the value of its property located in the state. The sum so
21obtained shall be the numerator of a fraction of which the denominator shall consist
22of its total gross business of said year added to the value of its entire property. The
23fraction so obtained shall represent the proportion of the capital within the state.
24The secretary of state department may demand, as a condition precedent to the filing
25of the annual report, such further information and statements as he or she may deem

1the department considers proper in order to determine the accuracy of the report
2submitted.
AB150-ASA1-AA26, s. 4659b 3Section 4659b. 180.1622 (2) (a) of the statutes is amended to read:
AB150-ASA1-AA26,236,84 180.1622 (2) (a) Information in the annual report shall be current as of the date
5on which the annual report is executed on behalf of a domestic corporation, except
6that the information required by sub. (1) (f) and (g) shall be current as of the close
7of the domestic corporation's fiscal year immediately before the date by which the
8annual report is required to be delivered to the secretary of state department.
AB150-ASA1-AA26, s. 4660b 9Section 4660b. 180.1622 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,236,1510 180.1622 (2) (b) Information in the annual report shall be current as of the date
11on which the annual report is executed on behalf of a foreign corporation, except that
12the information required by sub. (1) (f) to (i) shall be current as of the date of the close
13of the foreign corporation's fiscal year in the 12 months ending on the September 30
14immediately before the date by which the annual report is required to be delivered
15to the secretary of state department.
AB150-ASA1-AA26, s. 4661b 16Section 4661b. 180.1622 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,236,2017 180.1622 (3) (a) A domestic corporation shall deliver its annual report to the
18secretary of state department in each year following the calendar year in which the
19domestic corporation was incorporated, during the calendar year quarter in which
20the anniversary date of the incorporation occurs.
AB150-ASA1-AA26, s. 4662b 21Section 4662b. 180.1622 (3) (b) of the statutes is amended to read:
AB150-ASA1-AA26,236,2522 180.1622 (3) (b) A foreign corporation authorized to transact business in this
23state shall deliver its annual report to the secretary of state department during the
24first calendar quarter of each year following the calendar year in which the foreign
25corporation becomes authorized to transact business in this state.
AB150-ASA1-AA26, s. 4663b
1Section 4663b. 180.1622 (4) of the statutes is amended to read:
AB150-ASA1-AA26,237,82 180.1622 (4) If an annual report does not contain the information required by
3this section, the secretary of state department shall promptly notify the reporting
4domestic corporation or foreign corporation in writing and return the report to it for
5correction. The notice shall comply with s. 180.0141. If the annual report is corrected
6to contain the information required by this section and delivered to the secretary of
7state
department within 30 days after the effective date of the notice under s.
8180.0141 (5), the annual report is timely filed.
AB150-ASA1-AA26, s. 4664b 9Section 4664b. 180.1622 (5) of the statutes is amended to read:
AB150-ASA1-AA26,237,1110 180.1622 (5) An annual report is effective on the date that it is filed by the office
11of the secretary of state
department.
AB150-ASA1-AA26, s. 4665b 12Section 4665b. 180.1708 (1) of the statutes is amended to read:
AB150-ASA1-AA26,237,1513 180.1708 (1) Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a
14document delivered to the office of the secretary of state department for filing on or
15after January 1, 1991.
AB150-ASA1-AA26, s. 4666b 16Section 4666b. 180.1708 (8) (b) of the statutes is amended to read:
AB150-ASA1-AA26,237,2017 180.1708 (8) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply
18to a judicial revocation under s. 946.87 of which the secretary of state department
19is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c)
20applies to a revocation based on grounds arising before, on or after January 1, 1991.
AB150-ASA1-AA26, s. 4667b 21Section 4667b. 180.1909 of the statutes is amended to read:
AB150-ASA1-AA26,237,24 22180.1909 Filing articles of incorporation. Before commencing operations,
23a service corporation shall deliver its articles of incorporation to the office of the
24secretary of state
department for filing.
AB150-ASA1-AA26, s. 4668b 25Section 4668b. 180.1921 (1) of the statutes is amended to read:
AB150-ASA1-AA26,238,5
1180.1921 (1) A service corporation shall deliver to the office of the secretary of
2state
department for filing a report in each year following the year in which the
3service corporation's articles of incorporation were filed by the secretary of state
4department, during the calendar year quarter in which the anniversary of the filing
5occurs.
AB150-ASA1-AA26, s. 4669b 6Section 4669b. 180.1921 (2) of the statutes is amended to read:
AB150-ASA1-AA26,238,187 180.1921 (2) The report shall show the address of this service corporation's
8principal office and the name and post-office address of each shareholder, director
9and officer of the service corporation and shall certify that, with the exceptions
10permitted in s. 180.1913, each shareholder, director and officer is licensed, certified,
11registered or otherwise legally authorized to render the same professional or other
12personal service in this state or is a health care professional. The service corporation
13shall prepare the report on forms prescribed and furnished by the secretary of state
14department, and the report shall contain no fiscal or other information except that
15expressly called for by this section. The secretary of state department shall forward
16report blanks by 1st class mail to every service corporation in good standing, at least
1760 days before the date on which the service corporation is required by this section
18to file an annual report.
AB150-ASA1-AA26, s. 4670b 19Section 4670b. 180.1921 (4) of the statutes is amended to read:
AB150-ASA1-AA26,238,2120 180.1921 (4) An annual report is effective on the date that it is filed by the office
21of the secretary of state
department.
AB150-ASA1-AA26, s. 4671b 22Section 4671b. 181.02 (4m) of the statutes is created to read:
AB150-ASA1-AA26,238,2323 181.02 (4m) "Department" means the department of financial institutions.
AB150-ASA1-AA26, s. 4672b 24Section 4672b. 181.06 (3) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,239,8
1181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name
2of any corporation, limited liability company or limited partnership existing under
3any law of this state, or any foreign corporation, foreign limited liability company or
4foreign limited partnership authorized to transact business or conduct affairs in this
5state, or a name the exclusive right to which is at the time reserved in the manner
6provided in this chapter or reserved or registered in the manner provided in ch. 180,
7except that this subsection shall not apply if the applicant files with the secretary of
8state
department either of the following:
AB150-ASA1-AA26, s. 4673b 9Section 4673b. 181.07 (2) of the statutes is amended to read:
AB150-ASA1-AA26,239,1810 181.07 (2) The reservation shall be made by filing with the secretary of state
11department an application to reserve a specified corporate name, executed by the
12applicant or making a telephone application to reserve a specified corporate name.
13If the secretary of state department finds that the name is available for corporate use,
14the secretary of state department shall reserve the same for the exclusive use of the
15applicant for a period of 60 days. The secretary of state department shall cancel the
16telephone application to reserve a specified corporate name if the secretary of state
17department does not receive the proper fee within 15 business days after the
18application.
AB150-ASA1-AA26, s. 4674b 19Section 4674b. 181.07 (3) of the statutes is amended to read:
AB150-ASA1-AA26,240,220 181.07 (3) Any corporation, domestic or foreign entitled to the use of its
21corporate name under the laws of this state, may upon merger, consolidation, change
22of name or dissolution reserve the exclusive right to that corporate name for a period
23of not to exceed 10 years by filing with the secretary of state department an
24application to reserve the right to that name, executed by the corporation. This
25application shall be filed with the secretary of state department simultaneously with

1the filing of articles of merger, consolidation or dissolution or with the filing of
2articles of amendment or restated articles which change the corporate name.
AB150-ASA1-AA26, s. 4675b 3Section 4675b. 181.07 (5) of the statutes is amended to read:
AB150-ASA1-AA26,240,84 181.07 (5) The right to the exclusive use of a specified corporate name so
5reserved may be transferred to any other person or corporation by filing in the office
6of the secretary of state
with the department a notice of such transfer, executed by
7the applicant for whom the name was reserved, and specifying the name and address
8of the transferee.
AB150-ASA1-AA26, s. 4676b 9Section 4676b. 181.08 of the statutes is amended to read:
AB150-ASA1-AA26,240,15 10181.08 Registered agent. Each corporation shall have and continuously
11maintain in this state a registered agent, which agent may be an individual resident
12in this state, a domestic corporation organized under this chapter or ch. 180, a
13domestic limited liability company or a foreign corporation or foreign limited liability
14company authorized to transact business in this state. The name and address of the
15registered agent shall be filed with the secretary of state department.
AB150-ASA1-AA26, s. 4677b 16Section 4677b. 181.09 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,240,1917 181.09 (1) (intro.) A corporation may change its registered agent or the
18registered agent's address by executing and filing with the secretary of state
19department a statement setting forth:
AB150-ASA1-AA26, s. 4678b 20Section 4678b. 181.095 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,240,2221 181.095 (1) (intro.) A registered agent may resign by executing and filing with
22the secretary of state department a statement in duplicate setting forth:
AB150-ASA1-AA26, s. 4679b 23Section 4679b. 181.095 (3) of the statutes is amended to read:
AB150-ASA1-AA26,241,3
1181.095 (3) The secretary of state department shall note on one of the
2duplicates the date of filing and mail the same to the corporation at its principal office
3as shown by the statement filed.
AB150-ASA1-AA26, s. 4680b 4Section 4680b. 181.10 (3) of the statutes is amended to read:
AB150-ASA1-AA26,241,95 181.10 (3) If the address of the corporation's principal office cannot be
6determined from the records of the secretary of state held by the department, the
7corporation may be served by publishing a class 3 notice, under ch. 985, in the
8community where the corporation's principal office or registered office, as most
9recently designated in the records of the secretary of state department, is located.
AB150-ASA1-AA26, s. 4681b 10Section 4681b. 181.265 of the statutes is amended to read:
AB150-ASA1-AA26,241,15 11181.265 Report of names and addresses of officers or directors.
12Whenever initial officers are selected, or changes are made in the principal officers
13or directors of a corporation, the corporation may file with the secretary of state
14department a report setting forth the names and addresses of all the principal
15officers or directors, or both if there have been changes in both.
AB150-ASA1-AA26, s. 4682b 16Section 4682b. 181.32 (1) of the statutes is amended to read:
AB150-ASA1-AA26,241,2317 181.32 (1) The articles of incorporation shall be filed and recorded as provided
18in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted
19to the secretary of state, who department. The department shall file one original in
20his or her office
and forward the other within 5 days to the register of deeds of the
21county in which the corporation's principal office is located for recording. On filing
22an original, the secretary of state department shall issue a certificate of
23incorporation.
AB150-ASA1-AA26, s. 4683b 24Section 4683b. 181.32 (2) of the statutes is amended to read:
AB150-ASA1-AA26,242,3
1181.32 (2) Upon issuing a certificate of incorporation, the secretary of state
2department shall inform the corporation of the reporting requirements under s.
3440.42 for charitable organizations that solicit contributions.
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