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.
AB150-ASA1-AA26, s. 4710b 4Section 4710b. 181.651 (7) of the statutes is amended to read:
AB150-ASA1-AA26,248,65 181.651 (7) An annual report is effective on the date that it is filed by the office
6of the secretary of state
department.
AB150-ASA1-AA26, s. 4711b 7Section 4711b. 181.66 (2) of the statutes is amended to read:
AB150-ASA1-AA26,248,218 181.66 (2) A foreign corporation conducting its affairs or acquiring, holding or
9disposing of property in this state, shall by so doing be deemed to have thereby
10appointed the secretary of state department as its agent and representative upon
11whom any process, notice or demand may be served in any action or proceeding
12arising out of or relating to any affairs conducted or property acquired, held or
13disposed of within this state. Service of such process, notice or demand shall be made
14by serving a copy upon the secretary of state or by filing such copy in the secretary
15of state's office
department, and such service shall be sufficient service upon said
16foreign corporation, provided that notice of such service and a copy of the process,
17notice or demand are within 10 days thereafter sent by mail by the plaintiff to the
18defendant at its last-known address, and that the plaintiff's affidavit of compliance
19herewith is appended to the process, notice or demand. The secretary of state
20department shall keep a record of all such processes, notices and demands which
21shows the day and hour of service.
AB150-ASA1-AA26, s. 4712b 22Section 4712b. 181.667 (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,248,25 23181.667 Recording change of principal office. (intro.) If a document
24submitted to the secretary of state department for filing under this chapter changes
25the county of the corporation's principal office:
AB150-ASA1-AA26, s. 4713b
1Section 4713b. 181.667 (1) of the statutes is amended to read:
AB150-ASA1-AA26,249,32 181.667 (1) An original of the document or a duplicate original endorsed
3certified by the secretary of state department shall be recorded in each county;
AB150-ASA1-AA26, s. 4714b 4Section 4714b. 181.667 (3) of the statutes is amended to read:
AB150-ASA1-AA26,249,75 181.667 (3) A certificate of the secretary of state prepared by the department
6listing the type and date of filing of recordable documents previously filed by the
7corporation shall be recorded in the county of the new principal office.
AB150-ASA1-AA26, s. 4715b 8Section 4715b. 181.67 (1) (a) of the statutes is amended to read:
AB150-ASA1-AA26,249,119 181.67 (1) (a) Separate originals of the document for the secretary of state
10department and for the register of deeds of each county in which the document is
11required to be recorded.
AB150-ASA1-AA26, s. 4716b 12Section 4716b. 181.67 (1) (b) of the statutes is amended to read:
AB150-ASA1-AA26,249,1413 181.67 (1) (b) A check payable to the secretary of state department in the
14amount of the filing fee prescribed under s. 181.68.
AB150-ASA1-AA26, s. 4717b 15Section 4717b. 181.67 (2) (a) of the statutes is amended to read:
AB150-ASA1-AA26,249,1816 181.67 (2) (a) Unless the document does not conform to law, the secretary of
17state
department shall endorse on mark each original "Filed" and the date of filing
18and shall file one original in his or her office.
AB150-ASA1-AA26, s. 4718b 19Section 4718b. 181.67 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,249,2220 181.67 (2) (b) The secretary of state department shall forward to each register
21of deeds the check under sub. (1) (c) and an original document or duplicate endorsed
22certified by the secretary of state department, within 5 days of filing.
AB150-ASA1-AA26, s. 4719b 23Section 4719b. 181.67 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,250,324 181.67 (3) (a) Each week the secretary of state department shall forward to
25each register of deeds a listing of all documents received during the preceding week

1for filing and recording as required under this chapter. For each document, the
2listing shall specify the type of document, the name of the corporation, the name of
3the county of the corporation's principal office, and the date of filing.
AB150-ASA1-AA26, s. 4720b 4Section 4720b. 181.67 (3) (b) of the statutes is amended to read:
AB150-ASA1-AA26,250,75 181.67 (3) (b) The secretary of state department of financial institutions shall
6forward to the department of regulation and licensing the name and address of any
7corporation filing articles of incorporation under this chapter.
AB150-ASA1-AA26, s. 4721b 8Section 4721b. 181.67 (4) of the statutes is amended to read:
AB150-ASA1-AA26,250,129 181.67 (4) A document required to be filed and recorded under this chapter is
10effective on filing with the secretary of state department, except as provided in s.
11181.46. An error or omission in recording the document or a certificate under s.
12181.667 (2) with a register of deeds does not affect its effectiveness.
AB150-ASA1-AA26, s. 4722b 13Section 4722b. 181.67 (5) of the statutes is amended to read:
AB150-ASA1-AA26,250,1814 181.67 (5) A document filed with the secretary of state department under this
15chapter before May 7, 1982 is effective unless the records of the secretary of state
16department show that the document was recognized as ineffective because of a
17recording defect and the secretary of state department or the corporation acted in
18reliance on the ineffectiveness of the document.
AB150-ASA1-AA26, s. 4723b 19Section 4723b. 181.67 (6) (a) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,250,2120 181.67 (6) (a) (intro.) The secretary of state department may waive any of the
21following:
AB150-ASA1-AA26, s. 4724b 22Section 4724b. 181.67 (6) (a) 2. of the statutes is amended to read:
AB150-ASA1-AA26,250,2523 181.67 (6) (a) 2. An omission or defect in a document, if the secretary of state
24department determines from the face of the document that the omission or defect is
25immaterial.
AB150-ASA1-AA26, s. 4725b
1Section 4725b. 181.68 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,251,32 181.68 (1) (intro.)  The secretary of state department shall charge and collect
3for:
AB150-ASA1-AA26, s. 4726b 4Section 4726b. 181.68 (1) (b) of the statutes is amended to read:
AB150-ASA1-AA26,251,95 181.68 (1) (b) Filing articles of amendment, $25, except that no fee may be
6collected for an amendment showing only a change of address resulting from the
7action of a governmental agency if there is no corresponding change in physical
8location and if 2 copies of the notice of the action are submitted to the secretary of
9state
department;
AB150-ASA1-AA26, s. 4727b 10Section 4727b. 181.68 (1) (e) of the statutes is amended to read:
AB150-ASA1-AA26,251,1611 181.68 (1) (e) Filing statement of change of registered agent or address of
12registered agent under s. 181.09 (1), or a statement of resignation of registered agent,
13$10, except that no fee may be collected for a change of address resulting from the
14action of a governmental agency if there is no corresponding change in physical
15location and if 2 copies of the notice of the action are submitted to the secretary of
16state
department;
AB150-ASA1-AA26, s. 4728b 17Section 4728b. 181.68 (1) (f) of the statutes is amended to read:
AB150-ASA1-AA26,251,1918 181.68 (1) (f) Receiving service of any process, notice or demand authorized to
19be served on the secretary of state department by this chapter, $10;
AB150-ASA1-AA26, s. 4729b 20Section 4729b. 181.68 (3) of the statutes is amended to read:
AB150-ASA1-AA26,252,221 181.68 (3) The secretary of state department shall not file any document
22relating to any corporation, domestic or foreign, organized under or subject to the
23provisions of this chapter, until all fees and charges provided to be paid in connection
24therewith shall have been paid to the secretary of state department or while the

1corporation is in default in the payment of any fees, charges or penalties herein
2provided to be paid by or assessed against it.
AB150-ASA1-AA26, s. 4730b 3Section 4730b. 181.69 of the statutes is amended to read:
AB150-ASA1-AA26,252,11 4181.69 Penalties for false statements. Any officer or director or any other
5person who shall file or cause to be filed with the secretary of state department on
6behalf of any corporation subject to this chapter any certificate, report, statement,
7application or any other document required or permitted to be so filed under this
8chapter, known to such director, officer or other person to be false or misleading in
9any material respect shall be imprisoned in the Wisconsin state prisons not more
10than 3 years or in the county jail not more than one year or fined not more than
11$1,000.
AB150-ASA1-AA26, s. 4731b 12Section 4731b. 181.73 (title) of the statutes is amended to read:
AB150-ASA1-AA26,252,14 13181.73 (title) Appeal from secretary of state department of financial
14institutions
.
AB150-ASA1-AA26, s. 4732b 15Section 4732b. 181.73 (1) of the statutes is amended to read:
AB150-ASA1-AA26,253,416 181.73 (1) If the secretary of state department finds that any document
17required by this chapter to be filed in the secretary's office with the department does
18not conform to law, the secretary department shall, within 10 days after receipt of
19the document, give written notice of the secretary's decision to the person or
20corporation, domestic or foreign, delivering the document, specifying the reasons
21therefor. The decision shall be subject to such judicial proceedings as are provided
22by law, or such person or corporation, within 60 days after receipt of the notice of
23decision, may commence an action against the secretary of state department in the
24circuit court of Dane county by filing a summons and a complaint to set aside such
25finding. The proceedings shall be had as in other actions and the person or

1corporation shall receive a new trial on all issues relating to the secretary's
2department's decision. The trial shall be conducted by the court without a jury, and
3the court shall either sustain the action of the secretary of state department or direct
4the secretary department to take such action as the court deems proper.
AB150-ASA1-AA26, s. 4733b 5Section 4733b. 181.74 of the statutes is amended to read:
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