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:
AB150-ASA1-AA26,253,9 6181.74 (title) Forms to be furnished by secretary of state department
7of financial institutions
. (1) All reports required by this chapter to be filed in the
8office of the secretary of state
with the department shall be made on forms prescribed
9and furnished by the secretary of state department.
AB150-ASA1-AA26,253,14 10(2) The secretary of state department may provide such forms for other
11documents to be filed in the secretary of state's office with the department under this
12chapter as in that the secretary of state's judgment may be deemed department
13considers
necessary for such purpose but the use thereof, unless otherwise
14specifically prescribed in this chapter, shall not be mandatory.
AB150-ASA1-AA26, s. 4733m 15Section 4733m. 182.01 of the statutes is created to read:
AB150-ASA1-AA26,253,17 16182.01 Business formation records. (1) Definition. In this section,
17"department" means the department of financial institutions.
AB150-ASA1-AA26,253,19 18(2) Record keeping responsibility. The department shall receive and maintain
19business formation records.
AB150-ASA1-AA26,254,13 20(4) Furnish certified copies; fees. The department shall make a copy of any
21resolution, deed, bond, record, document or paper deposited or kept by the
22department under this section, upon request, attach a certificate and collect 50 cents
23per page and $5 for a certificate; if a copy is not to be certified and if the reproduction
24is performed by the department, then collect a fee to cover the actual and necessary
25cost of reproduction and actual and necessary cost of transcription required to

1produce the copy or $2, whichever is greater; also to record any document authorized
2or required by law to be recorded in the department, and to charge a fee of $1 per
3page. The fee for certified copies of certificates of incorporations or amendments,
4licenses of foreign corporations, or similar certificates, and for certificates as to
5results of search of the records and files of the department, when a printed form is
6used, shall be $5, but when a specially prepared form is required the fee shall be $10.
7Telegraphic reports as to results of record searches shall be $5 plus the cost of the
8telegram. The department shall charge and collect for preparing any record or
9certificate under this subsection in an expeditious manner, an expedited service fee
10of $25 in addition to the fee otherwise required under this subsection, except that
11only one expedited service fee may be charged for multiple identical corporation or
12limited partnership certificates of status if the certificates of status are requested at
13the same time and issued at the same time.
AB150-ASA1-AA26,254,21 14(5) Conditional acceptance of filing fees. Before actually filing any
15document by making an endorsement on that document, the department may accept
16and deposit the filing fee submitted with that document upon the condition that if
17subsequent examination of the document establishes that it does not meet the
18requirements for filing, the fee may be refunded and upon the condition that if a
19discrepancy in the amount of the fee is subsequently discovered the department may
20then demand further payment of a shortage or refund an overpayment subject to s.
2120.905 (3).
AB150-ASA1-AA26, s. 4734b 22Section 4734b. 182.031 (2) of the statutes is amended to read:
AB150-ASA1-AA26,255,423 182.031 (2) Powers; place of business. Every such corporation shall possess
24all the rights and powers conferred upon corporations by chs. 180 and 184. It may
25have its principal place of business without the state. If its principal place of business

1is outside the state, process in actions against it may be served as provided in s.
2180.1510 for service on a foreign stock corporation authorized to transact business
3in this state or upon the secretary of state department of financial institutions as
4provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.
AB150-ASA1-AA26, s. 4735b 5Section 4735b. 182.34 (7) of the statutes is amended to read:
AB150-ASA1-AA26,256,86 182.34 (7) Tolls and license fees authorized under s. 182.33 (2) shall be so fixed
7and adjusted in respect of the aggregate of tolls of each turnpike project including
8any extension or section thereof in connection with which the bonds of any issue shall
9have been issued as to provide a fund sufficient with other revenue from such
10turnpike project or extensions or sections thereof, if any, to pay a) the cost of
11maintaining, repairing and operating such turnpike project or extension or section
12thereof, including the legal liabilities of the corporation, and b) the principal of and
13the interest on such bonds as the same shall become due and payable, and to create
14reserve for such purposes. Such tolls shall not be subject to supervision or regulation
15by any commission, board, bureau or agency of the state. The tolls and all other
16revenues derived from each turnpike project or extensions or sections in connection
17with which the bonds of any issue shall have been issued, except such part thereof
18as may be necessary to pay such costs of maintenance, repair and operation including
19the legal liabilities of the corporation, and to provide such reserves therefor as may
20be provided for in the resolution authorizing the issuance of such bonds or in the trust
21agreement securing the same, shall be set aside at such regular intervals as may be
22provided in such resolution or such trust agreement in a sinking fund which shall be
23pledged to and charged with, the payment of the principal of and the interest on such
24bonds as the same shall become due, and the redemption price and the purchase price
25of bonds retired by call or purchase as therein provided. Such pledge shall be valid

1and binding from the time when the pledge is made; the tolls or other revenues or
2other moneys so pledged and thereafter received by the corporation shall
3immediately be subject to the lien of such pledge without any physical delivery
4thereof, or further act, and the lien of any such pledge shall be valid and binding as
5against all parties having claims of any kind in tort, contract or otherwise against
6the corporation. All trust agreements and all resolutions relating thereto shall be
7filed in the office of the secretary of state with the department of financial
8institutions
and recorded in the records of the corporation.
AB150-ASA1-AA26, s. 4736b 9Section 4736b. 182.45 of the statutes is amended to read:
AB150-ASA1-AA26,256,16 10182.45 Reports. On or before the first day of February of each year, the
11corporation shall make an annual report of its activities for the preceding calendar
12year to the secretary of state department of financial institutions. Each such report
13shall set forth a complete operating and financial statement covering its operations
14during the year. The corporation shall cause an audit of its books to be made at least
15once each year by certified public accountants and the cost thereof may be treated
16as a part of the cost of the construction or of operations of the project.
AB150-ASA1-AA26, s. 4737b 17Section 4737b. 183.0102 (3m) of the statutes is created to read:
AB150-ASA1-AA26,256,1818 183.0102 (3m) "Department" means the department of financial institutions.
AB150-ASA1-AA26, s. 4738b 19Section 4738b. 183.0102 (17) of the statutes is amended to read:
AB150-ASA1-AA26,256,2120 183.0102 (17) "Organizer" means the person who signs and delivers the articles
21of organization for filing to the secretary of state department.
AB150-ASA1-AA26, s. 4739b 22Section 4739b. 183.0103 (2) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,256,2523 183.0103 (2) (intro.) Except as provided in sub. (4), the name of a domestic
24limited liability company shall be distinguishable upon the records of the secretary
25of state
department from all of the following names:
AB150-ASA1-AA26, s. 4740b
1Section 4740b. 183.0103 (4) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,257,62 183.0103 (4) (intro.) A limited liability company may apply to the secretary of
3state
department for authorization to use a name that is not distinguishable upon
4the records of the secretary of state department from one or more of the names
5described in sub. (2) (a) to (c). The secretary of state department shall authorize use
6of the name applied for if any of the following occurs:
AB150-ASA1-AA26, s. 4741b 7Section 4741b. 183.0103 (4) (a) of the statutes is amended to read:
AB150-ASA1-AA26,257,128 183.0103 (4) (a) The other limited liability company, corporation, nonstock
9corporation, limited partnership or cooperative association consents to the use in
10writing and submits an undertaking in a form satisfactory to the secretary of state
11department to change its name to a name that is distinguishable upon the records
12of the secretary of state department from the name of the applicant.
AB150-ASA1-AA26, s. 4742b 13Section 4742b. 183.0103 (4) (b) of the statutes is amended to read:
AB150-ASA1-AA26,257,1614 183.0103 (4) (b) The applicant delivers to the secretary of state department a
15certified copy of a final judgment of a court of competent jurisdiction establishing the
16applicant's right to use the name applied for in this state.
AB150-ASA1-AA26, s. 4743b 17Section 4743b. 183.0104 (1) of the statutes is amended to read:
AB150-ASA1-AA26,258,518 183.0104 (1) A person may reserve the exclusive use of a limited liability
19company name, including a fictitious name for a foreign limited liability company
20whose name is not available, by delivering an application to the secretary of state
21department for filing or by making a telephone application. The application shall
22include the applicant's name and address and the name proposed to be reserved. If
23the secretary of state department finds that the name applied for under this
24subsection is available, the secretary of state department shall reserve the name for
25the applicant's exclusive use for a 120-day period, which may be renewed by the

1applicant or a transferee under sub. (2) from time to time. If an application to reserve
2a name or to renew a reserved name is made by telephone, the secretary of state
3department shall cancel the reservation or renewal if the secretary of state
4department does not receive the fee required under s. 183.0114 (1) (e) or (f) within
510 business days after the day on which the application is made.
AB150-ASA1-AA26, s. 4744b 6Section 4744b. 183.0104 (2) of the statutes is amended to read:
AB150-ASA1-AA26,258,107 183.0104 (2) A person who has the right to exclusive use of a reserved name
8under sub. (1) may transfer the reservation to another person by delivering to the
9secretary of state department a written and signed notice of the transfer that states
10the name and address of the transferee.
AB150-ASA1-AA26, s. 4745b 11Section 4745b. 183.0104 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,258,1612 183.0104 (3) (a) A foreign limited liability company may register its name if the
13name is distinguishable upon the records of the secretary of state department from
14the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability
15company delivers to the secretary of state department for filing an application
16complying with par. (b).
AB150-ASA1-AA26, s. 4746b 17Section 4746b. 183.0104 (3) (c) of the statutes is amended to read:
AB150-ASA1-AA26,258,2218 183.0104 (3) (c) The registration expires annually on December 31. A foreign
19limited liability company may renew its registration by delivering to the secretary
20of state
department for filing a renewal application, which complies with par. (b),
21between October 1 and December 31 of each year that the registration is in effect.
22The renewal application when filed renews the registration for the next year.
AB150-ASA1-AA26, s. 4747b 23Section 4747b. 183.0105 (2) (a) of the statutes is amended to read:
AB150-ASA1-AA26,258,2524 183.0105 (2) (a) Delivering to the secretary of state department for filing a
25statement of change.".
AB150-ASA1-AA26,259,1
1599. Page 1512, line 4: after that line insert:
AB150-ASA1-AA26,259,3 2" Section 4749b. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin
3Act .... (this act), is amended to read:
AB150-ASA1-AA26,259,74 183.0105 (2) (c) In the case of a foreign limited liability company, including the
5name of its registered agent and the street address of its registered office, as changed,
6in its annual report under s. 183.0120. A change under this paragraph is effective
7on the date the annual report is filed by the office of the secretary of state department.
AB150-ASA1-AA26, s. 4750b 8Section 4750b. 183.0105 (4) of the statutes is amended to read:
AB150-ASA1-AA26,259,159 183.0105 (4) If a registered agent changes the street address of the registered
10agent's business office, the registered agent may change the street address of the
11registered office of any limited liability company for which that person is the
12registered agent by notifying the limited liability company in writing of the change
13and by signing, either manually or in facsimile, and delivering to the secretary of
14state
department for filing a statement that complies with sub. (3) and recites that
15the limited liability company has been notified of the change.
AB150-ASA1-AA26, s. 4751b 16Section 4751b. 183.0105 (5) (intro.) of the statutes is amended to read:
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