AB150-ASA1-AA26,235,9
8180.1622 (title)
Annual report for secretary of state department of
9financial institutions.
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-AA26,236,216
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-AA26,236,84
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-AA26,236,1510
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-AA26,236,2017
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-AA26,236,2522
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-AA26,237,82
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-AA26,237,1110
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-AA26,237,1513
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-AA26,237,2017
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-AA26,237,24
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-AA26,238,5
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-AA26,238,187
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-AA26,238,2120
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-AA26,238,2323
181.02
(4m) "Department" means the department of financial institutions.
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-AA26,239,1810
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-AA26,240,220
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-AA26,240,84
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-AA26,240,15
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-AA26,240,1917
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-AA26,240,2221
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-AA26,241,3
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-AA26,241,95
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-AA26,241,15
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-AA26,241,2317
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-AA26,242,3
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.
AB150-ASA1-AA26,242,7
5181.38 Filing of articles of amendment. The articles of amendment shall
6be filed and recorded, and upon filing of the articles, the
secretary of state 7department may issue a certificate of amendment.
AB150-ASA1-AA26,242,149
181.39
(2) Restated articles of incorporation shall be executed, filed and
10recorded in the manner prescribed in this chapter for articles of amendment and on
11filing shall supersede and take the place of the theretofore existing articles of
12incorporation and amendments thereto. The
secretary of state department shall
13upon request certify a copy of the articles of incorporation, or the articles of
14incorporation as restated, or any amendments to either thereof.
AB150-ASA1-AA26,242,23
16181.40 Filing and recording court order under bankruptcy laws. The
17secretary of state department and
the register of deeds shall upon delivery to them
18respectively file and record in the manner and places and upon payment of fees as
19provided in this chapter in respect to articles of amendment, duly certified copies of
20any order of a court of the United States in proceedings under the national
21bankruptcy laws, if such order effects an amendment to the articles of incorporation.
22It shall be the duty of the principal officers of such corporation to cause each such
23order to be so filed and recorded promptly after such order has become final.
AB150-ASA1-AA26,243,5
1181.45
(2) Such articles of merger or consolidation shall be filed
in the office
2of the secretary of state with the department and shall be recorded in the offices of
3the registers of deeds of the counties of this state in which the respective corporations
4so consolidating or merging have their principal offices and in the county in which
5the surviving or new corporation is to have its principal office.
AB150-ASA1-AA26,243,97
181.45
(3) The certificate of merger or consolidation may be issued by the
8secretary of state department upon expiration of the period for filing a certificate of
9abandonment.
AB150-ASA1-AA26,243,22
11181.46 Effective date of merger or consolidation; abandonment. The
12merger or consolidation shall be effected upon the filing of the articles of merger or
13consolidation, or at such time within 31 days thereafter as is designated in said
14articles. If, after the filing of articles of merger or consolidation, the merger or
15consolidation is abandoned pursuant to provisions therefor set forth in the plan of
16merger or consolidation, there shall be executed by the president or a vice president
17and the secretary or an assistant secretary of each corporation, and shall be sealed
18with the corporate seal of each corporation, a certificate of abandonment setting forth
19the fact and date of such abandonment; and such certificate shall within 30 days of
20such abandonment be filed
in the office of the secretary of state with the department 21and recorded in each office in which such articles of merger or consolidation were
22recorded.
AB150-ASA1-AA26,244,4
24181.55 Filing and recording of articles of dissolution and effect
25thereof. The articles of dissolution shall be filed and recorded, and when the articles
1are filed the existence of the corporation shall cease, except for the purpose of suits,
2other proceedings and appropriate corporate action of members, directors and
3officers as provided in this chapter. Upon the filing of the articles, the
secretary of
4state department may issue a certificate of dissolution.
AB150-ASA1-AA26,244,8
6181.561 Grounds for administrative dissolution. (intro.) The
secretary
7of state department may bring a proceeding under s. 181.562 to administratively
8dissolve a corporation if any of the following occurs:
AB150-ASA1-AA26,244,1110
181.561
(1) The corporation does not pay, within one year after they are due,
11any fees or penalties due the
secretary of state
department under this chapter.
AB150-ASA1-AA26,244,1413
181.561
(2) The corporation does not have on file its annual report with the
14secretary of state department within one year after it is due.
AB150-ASA1-AA26,244,1816
181.561
(4) The corporation does not notify the
secretary of state department 17within one year that its registered agent or registered office has been changed, that
18its registered agent has resigned or that its registered office has been discontinued.
AB150-ASA1-AA26,244,2320
181.562
(1) If the
secretary of state
department determines that one or more
21grounds exist under s. 181.561 for dissolving a corporation, the
secretary of state 22department shall serve the corporation under s. 181.10 with written notice of
his or
23her the determination.
AB150-ASA1-AA26,245,4
1181.562
(2) (a) Within 60 days after service of the notice is perfected under s.
2181.10 (2), the corporation shall correct each ground for dissolution or demonstrate
3to the reasonable satisfaction of the
secretary of state department that each ground
4determined by the
secretary of state department does not exist.
AB150-ASA1-AA26,245,106
181.562
(2) (b) If the corporation fails to satisfy par. (a), the
secretary of state 7department shall administratively dissolve the corporation by
signing issuing a
8certificate of dissolution that recites each ground for dissolution and its effective
9date. The
secretary of state department shall file the original of the certificate and
10serve a copy on the corporation under s. 181.10.
AB150-ASA1-AA26,245,1512
181.563
(1) (intro.) A corporation that is administratively dissolved may apply
13to the
secretary of state department for reinstatement within 2 years after the later
14of January 1, 1994, or the effective date of dissolution. The application shall include
15all of the following:
AB150-ASA1-AA26,245,1917
181.563
(2) (a) (intro.) The
secretary of state department shall cancel the
18certificate of dissolution and prepare a certificate of reinstatement that complies
19with par. (b) if the
secretary of state department determines all of the following:
AB150-ASA1-AA26,245,2221
181.563
(2) (a) 2. That all fees and penalties owed by the corporation to the
22secretary of state department have been paid.