AB150-engrossed,1595,4
1180.0203
(2) The
secretary of state's department's filing of the articles of
2incorporation is conclusive proof that the corporation is incorporated under this
3chapter, except in a proceeding by the state to cancel or revoke the incorporation or
4involuntarily dissolve the corporation.
AB150-engrossed,1595,86
180.0401
(2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate
7name of a domestic corporation must be distinguishable upon the records of the
8secretary of state department from all of the following names:
AB150-engrossed,1595,1410
180.0401
(3) (intro.) A corporation may apply to the
secretary of state 11department for authorization to use a name that is not distinguishable upon the
12records of the
secretary of state department from one or more of the names described
13in sub. (2). The
secretary of state department shall authorize use of the name applied
14for if any of the following occurs:
AB150-engrossed,1595,2116
180.0401
(3) (a) The other corporation or the foreign corporation, limited
17liability company, nonstock corporation, limited partnership or cooperative
18association consents to the use in writing and submits an undertaking in a form
19satisfactory to the
secretary of state department to change its name to a name that
20is distinguishable upon the records of the
secretary of state department from the
21name of the applicant.
AB150-engrossed,1595,2523
180.0401
(3) (b) The applicant delivers to the
secretary of state department a
24certified copy of a final judgment of a court of competent jurisdiction establishing the
25applicant's right to use the name applied for in this state.
AB150-engrossed,1596,142
180.0402
(1) A person may reserve the exclusive use of a corporate name,
3including a fictitious name for a foreign corporation whose corporate name is not
4available, by delivering an application to the
secretary of state department for filing
5or by making a telephone application. The application shall include the name and
6address of the applicant and the name proposed to be reserved. If the
secretary of
7state department finds that the corporate name applied for under this subsection is
8available, the
secretary of state department shall reserve the name for the
9applicant's exclusive use for a 120-day period, which may be renewed by the
10applicant or a transferee under sub. (2) from time to time. If an application to reserve
11a name or to renew a reserved name is made by telephone, the
secretary of state 12department shall cancel the reservation or renewal if the
secretary of state 13department does not receive the fee required under s. 180.0122 (1) (e) or (f) within
1415 business days after the application is made.
AB150-engrossed,1596,1916
180.0402
(2) A person who has the right to exclusive use of a reserved corporate
17name under sub. (1) may transfer the reservation to another person by delivering to
18the
secretary of state department a written and signed notice of the transfer that
19states the name and address of the transferee.
AB150-engrossed,1596,2521
180.0403
(1) (a) A foreign corporation may register its corporate name if the
22name is distinguishable upon the records of the
secretary of state department from
23the names described in s. 180.1506 (2) (a) 1
. to 7
. and if the foreign corporation
24delivers to the
secretary of state department for filing an application complying with
25par. (b).
AB150-engrossed,1597,62
180.0403
(1) (c) The registration expires December 31. The foreign corporation
3may renew its registration by delivering to the
secretary of state department for
4filing a renewal application, which complies with par. (b), between October 1 and
5December 31 of each year that the registration is in effect. The renewal application
6when filed renews the registration for the next year.
AB150-engrossed,1597,158
180.0403
(2) A domestic corporation or a foreign corporation authorized to
9transact business in this state may, upon merger, change of name or dissolution,
10register its corporate name for no more than 10 years by delivering to the
secretary
11of state department for filing an application, executed by the domestic corporation
12or foreign corporation, simultaneously with the delivery for filing of the articles of
13merger or dissolution, the articles of amendment or restated articles that change the
14corporate name or an application for an amended certificate of authority that
15changes the corporate name.
AB150-engrossed,1597,2017
180.0403
(3m) A person who has the right to exclusive use of a registered name
18under sub. (1) or (2) may transfer the registration to another person by delivering to
19the
secretary of state department a written and signed notice of the transfer that
20states the name and address of the transferee.
AB150-engrossed,1597,2322
180.0502
(1) (a) Delivering to the
secretary of state department for filing a
23statement of change.
AB150-engrossed,1598,4
1180.0502
(1) (c) If a domestic corporation, including the name of its registered
2agent and the street address of its registered office, as changed, in its annual report
3under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date
4the annual report is filed by the
office of the secretary of state department.
AB150-engrossed,1598,116
180.0502
(3) If a registered agent changes the street address of his or her
7business office, he or she may change the street address of the registered office of any
8corporation for which he or she is the registered agent by notifying the corporation
9in writing of the change and by signing, either manually or in facsimile, and
10delivering to the
secretary of state department for filing a statement that complies
11with sub. (2) and recites that the corporation has been notified of the change.
AB150-engrossed,1598,1513
180.0503
(1) (intro.) The registered agent of a corporation may resign by
14signing and delivering to the
secretary of state
department for filing a statement of
15resignation that includes all of the following information:
AB150-engrossed,1598,1817
180.0503
(2) After filing the statement, the
secretary of state department shall
18mail a copy to the corporation at its principal office.
AB150-engrossed,1598,2120
180.0503
(3) (a) Sixty days after the
secretary of state department receives the
21statement of resignation for filing.".
AB150-engrossed, s. 4583
22Section
4583. 180.0504 (3) of the statutes is renumbered 180.0504 (3) (a) and
23amended to read:
AB150-engrossed,1599,324
180.0504
(3) (a)
If Except as provided in par. (b), if the address of the
25corporation's principal office cannot be determined from the records of the secretary
1of state, the corporation may be served by publishing a class 3 notice, under ch. 985,
2in the community where the corporation's principal office or registered office, as most
3recently designated in the records of the secretary of state, is located.
AB150-engrossed, s. 4584b
4Section 4584b. 180.0504 (3) (a) of the statutes, as affected by 1995 Wisconsin
5Act .... (this act), is amended to read:
AB150-engrossed,1599,116
180.0504
(3) (a) Except as provided in par. (b), if the address of the corporation's
7principal office cannot be determined from the records
of the secretary of state held
8by the department, the corporation may be served by publishing a class 3 notice,
9under ch. 985, in the community where the corporation's principal office or registered
10office, as most recently designated in the records of the
secretary of state department,
11is located.
AB150-engrossed,1599,1713
180.0504
(3) (b) If a process, notice or demand is served by the secretary of state
14on a corporation under s. 180.1421 and the address of the corporation's principal
15office cannot be determined from the records of the secretary of state, the corporation
16may be served by publishing a class 2 notice, under ch. 985, in the official state
17newspaper.
AB150-engrossed, s. 4586b
18Section 4586b. 180.0504 (3) (b) of the statutes, as created by 1995 Wisconsin
19Act .... (this act), is amended to read:
AB150-engrossed,1599,2420
180.0504
(3) (b) If a process, notice or demand is served by the
secretary of state 21department on a corporation under s. 180.1421 and the address of the corporation's
22principal office cannot be determined from the records of the
secretary of state 23department, the corporation may be served by publishing a class 2 notice, under ch.
24985, in the official state newspaper.
AB150-engrossed,1600,4
1180.0602
(2) (intro.) Before issuing any shares of a class or series under sub.
2(1), the corporation shall deliver to the
secretary of state department for filing
3articles of amendment, which are effective without shareholder action, that include
4all of the following information:
AB150-engrossed,1600,156
180.0602
(3) After the articles of amendment are filed under sub. (2) and before
7the corporation issues any shares of the class or series that is the subject of the
8articles of amendment, the board of directors may alter or revoke any preferences,
9limitations or relative rights described in the articles of amendment, by adopting
10another resolution appropriate for that purpose. The corporation shall file with the
11secretary of state department revised articles of amendment that comply with sub.
12(2). A preference, limitation or relative right may not be altered or revoked after the
13issuance of any shares of the class or series that are subject to the preference,
14limitation or relative right, except by amendment of the articles of incorporation
15under s. 180.1003.
AB150-engrossed,1600,1917
180.0620
(1) (b) Unless the subscription agreement provides otherwise, the
18filing of the articles of incorporation by the
secretary of state department constitutes
19acceptance by the corporation of all existing subscriptions to its shares.
AB150-engrossed,1601,221
180.0631
(3) (b) (intro.) If the articles of incorporation prohibit the reissuance
22of acquired shares, the number of authorized shares is reduced by the number of
23shares acquired by the corporation, effective upon amendment of the articles of
24incorporation. The board of directors may adopt articles of amendment under this
1paragraph without shareholder action and deliver them to the
secretary of state 2department for filing. The articles shall include all of the following information:
AB150-engrossed,1601,94
180.0860
(1) Whenever initial directors and principal officers are selected, or
5changes are made in the directors or principal officers of a corporation, the
6corporation may file with the
secretary of state
department a statement that
7includes the names and addresses of all the directors or principal officers, or both if
8there have been changes in both. The information in the statement shall be current
9as of the date on which the statement is signed on behalf of the corporation.
AB150-engrossed,1601,1311
180.0860
(2) A director who resigns under s. 180.0807 or a principal officer who
12resigns under s. 180.0843 (1) may file a copy of the resignation notice with the
13secretary of state department.
AB150-engrossed,1601,1715
180.1002
(4) To delete the name and address of a former registered agent or
16registered office, if a statement of change is on file with the
secretary of state 17department.
AB150-engrossed,1601,21
19180.1006 Articles of amendment. (intro.) A corporation amending its
20articles of incorporation shall deliver to the
secretary of state department for filing
21articles of amendment that include all of the following information:
AB150-engrossed,1602,223
180.1007
(4) (intro.) A corporation restating its articles of incorporation shall
24deliver to the
secretary of state department for filing articles of restatement that
1include the name of the corporation and the text of the restated articles of
2incorporation together with a certificate including the following information:
AB150-engrossed,1602,64
180.1008
(2) (intro.) The persons designated by the court shall deliver to the
5secretary of state department for filing articles of amendment that include all of the
6following information:
AB150-engrossed,1602,118
180.1104
(4) The parent may not deliver articles of merger to the
secretary of
9state department for filing until at least 30 days after the date on which it mailed a
10copy of the plan of merger to each shareholder of the subsidiary who did not waive
11the mailing requirement.
AB150-engrossed,1602,1713
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
14or share exchange is approved by the shareholders, or adopted by the board of
15directors if shareholder approval is not required, the surviving or acquiring
16corporation shall deliver to the
secretary of state
department for filing articles of
17merger or share exchange setting forth all of the following:
AB150-engrossed,1602,2419
180.1107
(3) (a) When a merger or share exchange under this section takes
20effect, the
secretary of state department is the agent of the surviving foreign
21corporation of a merger or the acquiring foreign corporation in a share exchange, for
22service of process in a proceeding to enforce any obligation or the rights of dissenting
23shareholders of each domestic corporation that is party to the merger or share
24exchange.
AB150-engrossed,1603,3
1180.1401
(2) (intro.) At any time after dissolution is authorized under sub. (1),
2the corporation may dissolve by delivering to the
secretary of state department for
3filing articles of dissolution that include all of the following:
AB150-engrossed,1603,75
180.1403
(1) (intro.) At any time after dissolution is authorized under s.
6180.1402, the corporation may dissolve by delivering to the
secretary of state 7department for filing articles of dissolution that include all of the following:
AB150-engrossed,1603,129
180.1404
(3) (intro.) After the revocation of dissolution is authorized, the
10corporation may revoke the dissolution by delivering to the
secretary of state 11department for filing articles of revocation of dissolution, together with a copy of its
12articles of dissolution, that include all of the following:
AB150-engrossed,1603,16
14180.1420 Grounds for administrative dissolution. (intro.) The
secretary
15of state department may bring a proceeding under s. 180.1421 to administratively
16dissolve a corporation if any of the following occurs:
AB150-engrossed,1603,1918
180.1420
(1) The corporation does not pay, within one year after they are due,
19any fees or penalties due the
secretary of state
department under this chapter.
AB150-engrossed,1603,2221
180.1420
(2) The corporation does not have on file its annual report with the
22secretary of state department within one year after it is due.
AB150-engrossed,1604,3
1180.1420
(4) The corporation does not notify the
secretary of state department 2within one year that its registered agent or registered office has been changed, that
3its registered agent has resigned or that its registered office has been discontinued.
AB150-engrossed,1604,85
180.1421
(1) If the
secretary of state
department determines that one or more
6grounds exist under s. 180.1420 for dissolving a corporation, the
secretary of state 7department shall serve the corporation under s. 180.0504 with written notice of
his
8or her the determination.
AB150-engrossed,1604,1310
180.1421
(2) (a) Within 60 days after service of the notice is perfected under
11s. 180.0504, the corporation shall correct each ground for dissolution or demonstrate
12to the reasonable satisfaction of the
secretary of state department that each ground
13determined by the
secretary of state department does not exist.
AB150-engrossed,1604,1915
180.1421
(2) (b) If the corporation fails to satisfy par. (a), the
secretary of state 16department shall administratively dissolve the corporation by
signing issuing a
17certificate of dissolution that recites each ground for dissolution and its effective
18date. The
secretary of state department shall file the original of the certificate and
19serve a copy on the corporation under s. 180.0504.