181.562 (2) (a) Within 60 days after service of the notice is perfected under s. 181.10 (2), the corporation shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state department that each ground determined by the secretary of state department does not exist.
SECTION 4697b. 181.562 (2) (b) of the statutes is amended to read:
181.562 (2) (b) If the corporation fails to satisfy par. (a), the secretary of state department shall administratively dissolve the corporation by signing issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the corporation under s. 181.10.
SECTION 4698b. 181.563 (1) (intro.) of the statutes is amended to read:
181.563 (1) (intro.) A corporation that is administratively dissolved may apply to the secretary of state department for reinstatement within 2 years after the later of January 1, 1994, or the effective date of dissolution. The application shall include all of the following:
SECTION 4699b. 181.563 (2) (a) (intro.) of the statutes is amended to read:
181.563 (2) (a) (intro.) The secretary of state department shall cancel the certificate of dissolution and prepare a certificate of reinstatement that complies with par. (b) if the secretary of state department determines all of the following:
SECTION 4700b. 181.563 (2) (a) 2. of the statutes is amended to read:
181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the secretary of state department have been paid.
SECTION 4701b. 181.563 (2) (b) of the statutes is amended to read:
181.563 (2) (b) The certificate of reinstatement shall state the secretary of state's department's determination under par. (a) and the effective date of reinstatement. The secretary of state department shall file the original of the certificate and serve a copy on the corporation under s. 181.10.
SECTION 4702b. 181.564 (1) of the statutes is amended to read:
181.564 (1) If the secretary of state department denies a corporation's application for reinstatement under s. 181.563, the secretary of state department shall serve the corporation under s. 181.10 with a written notice that explains each reason for denial.
SECTION 4703b. 181.564 (2) of the statutes is amended to read:
181.564 (2) The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's department's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's department's notice of denial.
SECTION 4704b. 181.564 (3) of the statutes is amended to read:
181.564 (3) The court may order the secretary of state department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
SECTION 4705b. 181.63 of the statutes is amended to read:
181.63 Filing of decree of dissolution. In case the court enters a decree dissolving a corporation the clerk of such court shall cause a certified copy of the decree to be filed and recorded. Upon the filing of the decree the secretary of state department shall issue a certificate of dissolution. No fee shall be charged for such filing or recording.".
597.
Page 1511, line 15: delete lines 15 to 23.
598.
Page 1511, line 23: after that line insert:
"SECTION 4706b. 181.651 (2) of the statutes is amended to read:
181.651 (2) The annual report shall be made on forms prescribed and furnished by the secretary of state department, and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, assistant secretary, or treasurer, or, until the first election of officers, by one of its incorporators, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by such receiver or trustee.
SECTION 4707b. 181.651 (3) of the statutes is amended to read:
181.651 (3) The secretary of state department shall forward by 1st class mail a report form to every corporation in good standing not later than 60 days before the date on which the corporation is required by this chapter to file an annual report.
SECTION 4708b. 181.651 (5) of the statutes is amended to read:
181.651 (5) A corporation shall deliver its annual report to the secretary of state department in each year following the calendar year in which the corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.
SECTION 4709b. 181.651 (6) of the statutes is amended to read:
181.651 (6) If an annual report does not contain the information required by this section, the secretary of state department shall promptly notify the reporting corporation in writing and return the report to it for correction. The notice shall comply with s. 181.10. If the annual report is corrected to contain the information required by this section and delivered to the secretary of state department within 30 days after the effective date of the notice determined under s. 181.10 (2), the annual report is timely filed.
SECTION 4710b. 181.651 (7) of the statutes is amended to read:
181.651 (7) An annual report is effective on the date that it is filed by the office of the secretary of state department.
SECTION 4711b. 181.66 (2) of the statutes is amended to read:
181.66 (2) A foreign corporation conducting its affairs or acquiring, holding or disposing of property in this state, shall by so doing be deemed to have thereby appointed the secretary of state department as its agent and representative upon whom any process, notice or demand may be served in any action or proceeding arising out of or relating to any affairs conducted or property acquired, held or disposed of within this state. Service of such process, notice or demand shall be made by serving a copy upon the secretary of state or by filing such copy in the secretary of state's office department, and such service shall be sufficient service upon said foreign corporation, provided that notice of such service and a copy of the process, notice or demand are within 10 days thereafter sent by mail by the plaintiff to the defendant at its last-known address, and that the plaintiff's affidavit of compliance herewith is appended to the process, notice or demand. The secretary of state department shall keep a record of all such processes, notices and demands which shows the day and hour of service.
SECTION 4712b. 181.667 (intro.) of the statutes is amended to read:
181.667 Recording change of principal office. (intro.) If a document submitted to the secretary of state department for filing under this chapter changes the county of the corporation's principal office:
SECTION 4713b. 181.667 (1) of the statutes is amended to read:
181.667 (1) An original of the document or a duplicate original endorsed certified by the secretary of state department shall be recorded in each county;
SECTION 4714b. 181.667 (3) of the statutes is amended to read:
181.667 (3) A certificate of the secretary of state prepared by the department listing the type and date of filing of recordable documents previously filed by the corporation shall be recorded in the county of the new principal office.
SECTION 4715b. 181.67 (1) (a) of the statutes is amended to read:
181.67 (1) (a) Separate originals of the document for the secretary of state department and for the register of deeds of each county in which the document is required to be recorded.
SECTION 4716b. 181.67 (1) (b) of the statutes is amended to read:
181.67 (1) (b) A check payable to the secretary of state department in the amount of the filing fee prescribed under s. 181.68.
SECTION 4717b. 181.67 (2) (a) of the statutes is amended to read:
181.67 (2) (a) Unless the document does not conform to law, the secretary of state department shall endorse on mark each original "Filed" and the date of filing and shall file one original in his or her office.
SECTION 4718b. 181.67 (2) (b) of the statutes is amended to read:
181.67 (2) (b) The secretary of state department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed certified by the secretary of state department, within 5 days of filing.
SECTION 4719b. 181.67 (3) (a) of the statutes is amended to read:
181.67 (3) (a) Each week the secretary of state department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the corporation, the name of the county of the corporation's principal office, and the date of filing.
SECTION 4720b. 181.67 (3) (b) of the statutes is amended to read:
181.67 (3) (b) The secretary of state department of financial institutions shall forward to the department of regulation and licensing the name and address of any corporation filing articles of incorporation under this chapter.
SECTION 4721b. 181.67 (4) of the statutes is amended to read:
181.67 (4) A document required to be filed and recorded under this chapter is effective on filing with the secretary of state department, except as provided in s. 181.46. An error or omission in recording the document or a certificate under s. 181.667 (2) with a register of deeds does not affect its effectiveness.
SECTION 4722b. 181.67 (5) of the statutes is amended to read:
181.67 (5) A document filed with the secretary of state department under this chapter before May 7, 1982 is effective unless the records of the secretary of state department show that the document was recognized as ineffective because of a recording defect and the secretary of state department or the corporation acted in reliance on the ineffectiveness of the document.
SECTION 4723b. 181.67 (6) (a) (intro.) of the statutes is amended to read:
181.67 (6) (a) (intro.) The secretary of state department may waive any of the following:
SECTION 4724b. 181.67 (6) (a) 2. of the statutes is amended to read:
181.67 (6) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.
SECTION 4725b. 181.68 (1) (intro.) of the statutes is amended to read:
181.68 (1) (intro.) The secretary of state department shall charge and collect for:
SECTION 4726b. 181.68 (1) (b) of the statutes is amended to read:
181.68 (1) (b) Filing articles of amendment, $25, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department;
SECTION 4727b. 181.68 (1) (e) of the statutes is amended to read:
181.68 (1) (e) Filing statement of change of registered agent or address of registered agent under s. 181.09 (1), or a statement of resignation of registered agent, $10, except that no fee may be collected for a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department;
SECTION 4728b. 181.68 (1) (f) of the statutes is amended to read:
181.68 (1) (f) Receiving service of any process, notice or demand authorized to be served on the secretary of state department by this chapter, $10;
SECTION 4729b. 181.68 (3) of the statutes is amended to read:
181.68 (3) The secretary of state department shall not file any document relating to any corporation, domestic or foreign, organized under or subject to the provisions of this chapter, until all fees and charges provided to be paid in connection therewith shall have been paid to the secretary of state department or while the corporation is in default in the payment of any fees, charges or penalties herein provided to be paid by or assessed against it.
SECTION 4730b. 181.69 of the statutes is amended to read:
181.69 Penalties for false statements. Any officer or director or any other person who shall file or cause to be filed with the secretary of state department on behalf of any corporation subject to this chapter any certificate, report, statement, application or any other document required or permitted to be so filed under this chapter, known to such director, officer or other person to be false or misleading in any material respect shall be imprisoned in the Wisconsin state prisons not more than 3 years or in the county jail not more than one year or fined not more than $1,000.
SECTION 4731b. 181.73 (title) of the statutes is amended to read:
181.73 (title) Appeal from secretary of state department of financial institutions.
SECTION 4732b. 181.73 (1) of the statutes is amended to read:
181.73 (1) If the secretary of state department finds that any document required by this chapter to be filed in the secretary's office with the department does not conform to law, the secretary department shall, within 10 days after receipt of the document, give written notice of the secretary's decision to the person or corporation, domestic or foreign, delivering the document, specifying the reasons therefor. The decision shall be subject to such judicial proceedings as are provided by law, or such person or corporation, within 60 days after receipt of the notice of decision, may commence an action against the secretary of state department in the circuit court of Dane county by filing a summons and a complaint to set aside such finding. The proceedings shall be had as in other actions and the person or corporation shall receive a new trial on all issues relating to the secretary's department's decision. The trial shall be conducted by the court without a jury, and the court shall either sustain the action of the secretary of state department or direct the secretary department to take such action as the court deems proper.
SECTION 4733b. 181.74 of the statutes is amended to read:
181.74 (title) Forms to be furnished by secretary of state department of financial institutions. (1) All reports required by this chapter to be filed in the office of the secretary of state with the department shall be made on forms prescribed and furnished by the secretary of state department.
(2) The secretary of state department may provide such forms for other documents to be filed in the secretary of state's office with the department under this chapter as in that the secretary of state's judgment may be deemed department considers necessary for such purpose but the use thereof, unless otherwise specifically prescribed in this chapter, shall not be mandatory.
SECTION 4733m. 182.01 of the statutes is created to read:
182.01 Business formation records. (1) DEFINITION. In this section, "department" means the department of financial institutions.
(2) RECORD KEEPING RESPONSIBILITY. The department shall receive and maintain business formation records.
(4) FURNISH CERTIFIED COPIES; FEES. The department shall make a copy of any resolution, deed, bond, record, document or paper deposited or kept by the department under this section, upon request, attach a certificate and collect 50 cents per page and $5 for a certificate; if a copy is not to be certified and if the reproduction is performed by the department, then collect a fee to cover the actual and necessary cost of reproduction and actual and necessary cost of transcription required to produce the copy or $2, whichever is greater; also to record any document authorized or required by law to be recorded in the department, and to charge a fee of $1 per page. The fee for certified copies of certificates of incorporations or amendments, licenses of foreign corporations, or similar certificates, and for certificates as to results of search of the records and files of the department, when a printed form is used, shall be $5, but when a specially prepared form is required the fee shall be $10. Telegraphic reports as to results of record searches shall be $5 plus the cost of the telegram. The department shall charge and collect for preparing any record or certificate under this subsection in an expeditious manner, an expedited service fee of $25 in addition to the fee otherwise required under this subsection, except that only one expedited service fee may be charged for multiple identical corporation or limited partnership certificates of status if the certificates of status are requested at the same time and issued at the same time.
(5) CONDITIONAL ACCEPTANCE OF FILING FEES. Before actually filing any document by making an endorsement on that document, the department may accept and deposit the filing fee submitted with that document upon the condition that if subsequent examination of the document establishes that it does not meet the requirements for filing, the fee may be refunded and upon the condition that if a discrepancy in the amount of the fee is subsequently discovered the department may then demand further payment of a shortage or refund an overpayment subject to s. 20.905 (3).
SECTION 4734b. 182.031 (2) of the statutes is amended to read:
182.031 (2) POWERS; PLACE OF BUSINESS. Every such corporation shall possess all the rights and powers conferred upon corporations by chs. 180 and 184. It may have its principal place of business without the state. If its principal place of business is outside the state, process in actions against it may be served as provided in s. 180.1510 for service on a foreign stock corporation authorized to transact business in this state or upon the secretary of state department of financial institutions as provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.
SECTION 4735b. 182.34 (7) of the statutes is amended to read:
182.34 (7) Tolls and license fees authorized under s. 182.33 (2) shall be so fixed and adjusted in respect of the aggregate of tolls of each turnpike project including any extension or section thereof in connection with which the bonds of any issue shall have been issued as to provide a fund sufficient with other revenue from such turnpike project or extensions or sections thereof, if any, to pay a) the cost of maintaining, repairing and operating such turnpike project or extension or section thereof, including the legal liabilities of the corporation, and b) the principal of and the interest on such bonds as the same shall become due and payable, and to create reserve for such purposes. Such tolls shall not be subject to supervision or regulation by any commission, board, bureau or agency of the state. The tolls and all other revenues derived from each turnpike project or extensions or sections in connection with which the bonds of any issue shall have been issued, except such part thereof as may be necessary to pay such costs of maintenance, repair and operation including the legal liabilities of the corporation, and to provide such reserves therefor as may be provided for in the resolution authorizing the issuance of such bonds or in the trust agreement securing the same, shall be set aside at such regular intervals as may be provided in such resolution or such trust agreement in a sinking fund which shall be pledged to and charged with, the payment of the principal of and the interest on such bonds as the same shall become due, and the redemption price and the purchase price of bonds retired by call or purchase as therein provided. Such pledge shall be valid and binding from the time when the pledge is made; the tolls or other revenues or other moneys so pledged and thereafter received by the corporation shall immediately be subject to the lien of such pledge without any physical delivery thereof, or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the corporation. All trust agreements and all resolutions relating thereto shall be filed in the office of the secretary of state with the department of financial institutions and recorded in the records of the corporation.
SECTION 4736b. 182.45 of the statutes is amended to read:
182.45 Reports. On or before the first day of February of each year, the corporation shall make an annual report of its activities for the preceding calendar year to the secretary of state department of financial institutions. Each such report shall set forth a complete operating and financial statement covering its operations during the year. The corporation shall cause an audit of its books to be made at least once each year by certified public accountants and the cost thereof may be treated as a part of the cost of the construction or of operations of the project.
