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.
AB150-ASA1-AA26, s. 4684b 4Section 4684b. 181.38 of the statutes is amended to read:
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, s. 4685b 8Section 4685b. 181.39 (2) of the statutes is amended to read:
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, s. 4686b 15Section 4686b. 181.40 of the statutes is amended to read:
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, s. 4687b 24Section 4687b. 181.45 (2) of the statutes is amended to read:
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, s. 4688b 6Section 4688b. 181.45 (3) of the statutes is amended to read:
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, s. 4689b 10Section 4689b. 181.46 of the statutes is amended to read:
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, s. 4690b 23Section 4690b. 181.55 of the statutes is amended to read:
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, s. 4691b 5Section 4691b. 181.561 (intro.) of the statutes is amended to read:
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, s. 4692b 9Section 4692b. 181.561 (1) of the statutes is amended to read:
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, s. 4693b 12Section 4693b. 181.561 (2) of the statutes is amended to read:
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, s. 4694b 15Section 4694b. 181.561 (4) of the statutes is amended to read:
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, s. 4695b 19Section 4695b. 181.562 (1) of the statutes is amended to read:
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, s. 4696b 24Section 4696b. 181.562 (2) (a) of the statutes is amended to read:
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, s. 4697b 5Section 4697b. 181.562 (2) (b) of the statutes is amended to read:
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, s. 4698b 11Section 4698b. 181.563 (1) (intro.) of the statutes is amended to read:
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, s. 4699b 16Section 4699b. 181.563 (2) (a) (intro.) of the statutes is amended to read:
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, s. 4700b 20Section 4700b. 181.563 (2) (a) 2. of the statutes is amended to read:
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.
AB150-ASA1-AA26, s. 4701b 23Section 4701b. 181.563 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,246,224 181.563 (2) (b) The certificate of reinstatement shall state the secretary of
25state's
department's determination under par. (a) and the effective date of

1reinstatement. The secretary of state department shall file the original of the
2certificate and serve a copy on the corporation under s. 181.10.
AB150-ASA1-AA26, s. 4702b 3Section 4702b. 181.564 (1) of the statutes is amended to read:
AB150-ASA1-AA26,246,74 181.564 (1) If the secretary of state department denies a corporation's
5application for reinstatement under s. 181.563, the secretary of state department
6shall serve the corporation under s. 181.10 with a written notice that explains each
7reason for denial.
AB150-ASA1-AA26, s. 4703b 8Section 4703b. 181.564 (2) of the statutes is amended to read:
AB150-ASA1-AA26,246,159 181.564 (2) The corporation may appeal the denial of reinstatement to the
10circuit court for the county where the corporation's principal office or, if none in this
11state, its registered office is located, within 30 days after service of the notice of denial
12is perfected. The corporation shall appeal by petitioning the court to set aside the
13dissolution and attaching to the petition copies of the secretary of state's
14department's certificate of dissolution, the corporation's application for
15reinstatement and the secretary of state's department's notice of denial.
AB150-ASA1-AA26, s. 4704b 16Section 4704b. 181.564 (3) of the statutes is amended to read:
AB150-ASA1-AA26,246,1917 181.564 (3) The court may order the secretary of state department to reinstate
18the dissolved corporation or may take other action that the court considers
19appropriate.
AB150-ASA1-AA26, s. 4705b 20Section 4705b. 181.63 of the statutes is amended to read:
AB150-ASA1-AA26,246,25 21181.63 Filing of decree of dissolution. In case the court enters a decree
22dissolving a corporation the clerk of such court shall cause a certified copy of the
23decree to be filed and recorded. Upon the filing of the decree the secretary of state
24department shall issue a certificate of dissolution. No fee shall be charged for such
25filing or recording.".
AB150-ASA1-AA26,247,1
1597. Page 1511, line 15: delete lines 15 to 23.
AB150-ASA1-AA26,247,2 2598. Page 1511, line 23: after that line insert:
AB150-ASA1-AA26,247,3 3" Section 4706b. 181.651 (2) of the statutes is amended to read:
AB150-ASA1-AA26,247,104 181.651 (2) The annual report shall be made on forms prescribed and furnished
5by the secretary of state department, and the information contained in the report
6shall be given as of the date of the execution of the report. It shall be executed by the
7corporation by its president, a vice president, secretary, assistant secretary, or
8treasurer, or, until the first election of officers, by one of its incorporators, or, if the
9corporation is in the hands of a receiver or trustee, it shall be executed on behalf of
10the corporation by such receiver or trustee.
AB150-ASA1-AA26, s. 4707b 11Section 4707b. 181.651 (3) of the statutes is amended to read:
AB150-ASA1-AA26,247,1412 181.651 (3) The secretary of state department shall forward by 1st class mail
13a report form to every corporation in good standing not later than 60 days before the
14date on which the corporation is required by this chapter to file an annual report.
AB150-ASA1-AA26, s. 4708b 15Section 4708b. 181.651 (5) of the statutes is amended to read:
AB150-ASA1-AA26,247,1916 181.651 (5) A corporation shall deliver its annual report to the secretary of
17state
department in each year following the calendar year in which the corporation
18was incorporated, during the calendar year quarter in which the anniversary date
19of the incorporation occurs.
AB150-ASA1-AA26, s. 4709b 20Section 4709b. 181.651 (6) of the statutes is amended to read:
AB150-ASA1-AA26,248,321 181.651 (6) If an annual report does not contain the information required by
22this section, the secretary of state department shall promptly notify the reporting
23corporation in writing and return the report to it for correction. The notice shall
24comply with s. 181.10. If the annual report is corrected to contain the information

1required by this section and delivered to the secretary of state department within 30
2days after the effective date of the notice determined under s. 181.10 (2), the annual
3report is timely filed.
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