AB150-engrossed,1606,3
1180.1423
(3) The court may order the
secretary of state department to reinstate
2the dissolved corporation or may take other action that the court considers
3appropriate.
AB150-engrossed,1606,95
180.1433
(1) If after a hearing the court determines that one or more grounds
6for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving
7the corporation and specifying the effective date of the dissolution. The clerk of the
8court shall deliver a certified copy of the decree to the
secretary of state department 9for filing.
AB150-engrossed,1606,1211
180.1501
(1) A foreign corporation may not transact business in this state until
12it obtains a certificate of authority from the
secretary of state department.
AB150-engrossed,1606,1814
180.1502
(5) (b) The foreign corporation shall pay the amount owed under par.
15(a) to the
secretary of state department, and the
secretary of state department may
16not issue a certificate of authority to the foreign corporation until the amount owed
17is paid. The attorney general may enforce a foreign corporation's obligation to pay
18to the
secretary of state department any amount owed under this subsection.
AB150-engrossed,1606,2320
180.1503
(1) (intro.) A foreign corporation may apply for a certificate of
21authority to transact business in this state by delivering an application to the
22secretary of state department for filing. The application shall set forth all of the
23following:
AB150-engrossed,1607,16
1180.1503
(1) (j) The proportion of its capital which is represented in this state
2by its property to be located or to be acquired in this state and by its business to be
3transacted in this state. The proportion of capital employed in this state shall be
4computed by taking the estimate of the gross business of the foreign corporation to
5be transacted in this state in the following year and adding the same to the value of
6its property to be located or to be acquired in the state. The sum so obtained shall
7be the numerator of a fraction of which the denominator shall consist of the estimate
8of its total gross business for said year added to the value of its entire property. The
9fraction so obtained shall represent the proportion of the capital within the state.
10For the purposes of this section, the estimate of the business to be transacted and the
11property to be located or to be acquired in the state shall cover the period when it is
12estimated the foreign corporation will commence business in this state to and
13including December 31 of that year. The
secretary of state department may demand,
14as a condition precedent to issuing a certificate of authority, such further information
15and statements as
he or she may deem the department considers proper in order to
16determine the accuracy of the application submitted under this section.
AB150-engrossed,1607,2018
180.1504
(1) (intro.) A foreign corporation authorized to transact business in
19this state shall obtain an amended certificate of authority from the
secretary of state 20department if it changes any of the following:
AB150-engrossed,1608,222
180.1506
(1) If the corporate name of a foreign corporation is not available
23under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority
24to transact business in this state, may use a fictitious name to transact business in
25this state if it delivers to the
secretary of state
department for filing a copy of the
1resolution of its board of directors, certified by any of its officers, adopting the
2fictitious name.
AB150-engrossed,1608,64
180.1506
(2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate
5name, including a fictitious name, of a foreign corporation must be distinguishable
6upon the records of the
secretary of state department from all of the following names:
AB150-engrossed,1608,128
180.1506
(3) (intro.) A foreign corporation may apply to the
secretary of state 9department for authorization to use in this state a name that is not distinguishable
10upon the records of the
secretary of state department from one or more of the names
11described in sub. (2). The
secretary of state department shall authorize use of the
12name applied for if any of the following occurs:
AB150-engrossed,1608,1914
180.1506
(3) (a) The other foreign corporation or the domestic corporation,
15limited liability company, nonstock corporation, limited partnership or cooperative
16association consents to the use in writing and submits an undertaking in a form
17satisfactory to the
secretary of state department to change its name to a name that
18is distinguishable upon the records of the
secretary of state department from the
19name of the applicant.
AB150-engrossed,1608,2321
180.1506
(3) (b) The applicant delivers to the
secretary of state department a
22certified copy of a final judgment of a court of competent jurisdiction establishing the
23applicant's right to use the name applied for in this state.
AB150-engrossed,1609,4
1180.1508
(1) (intro.) A foreign corporation authorized to transact business in
2this state may change its registered office or registered agent, or both, by delivering
3to the
secretary of state department for filing a statement of change that, except as
4provided in sub. (2), includes all of the following:
AB150-engrossed,1609,126
180.1508
(2) 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
8foreign corporation for which he or she is the registered agent by notifying the foreign
9corporation in writing of the change and by signing, either manually or in facsimile,
10and delivering to the
secretary of state department for filing a statement of change
11that complies with sub. (1) and recites that the foreign corporation has been notified
12of the change.
AB150-engrossed,1609,1614
180.1509
(1) (intro.) The registered agent of a foreign corporation may resign
15by signing and delivering to the
secretary of state
department for filing a statement
16of resignation that includes all of the following information:
AB150-engrossed,1609,1918
180.1509
(2) After filing the statement, the
secretary of state department shall
19mail a copy to the foreign corporation at its principal office.
AB150-engrossed,1609,2221
180.1509
(3) (a) Sixty days after the
secretary of state department receives the
22statement of resignation for filing.
AB150-engrossed,1610,324
180.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
25(2) or (3), the foreign corporation may be served by registered or certified mail, return
1receipt requested, addressed to the foreign corporation at its principal office as
2shown on the records of the
secretary of state department, except as provided in par.
3(b). Service is perfected under this paragraph at the earliest of the following:
AB150-engrossed, s. 4634
4Section
4634. 180.1510 (4) (b) of the statutes is renumbered 180.1510 (4) (b)
51. and amended to read:
AB150-engrossed,1610,116
180.1510
(4) (b) 1.
If Except as provided in subd. 2., if the address of the foreign
7corporation's principal office cannot be determined from the records of the secretary
8of state, the foreign corporation may be served by publishing a class 3 notice, under
9ch. 985, in the community where the foreign corporation's principal office or
10registered office, as most recently designated in the records of the secretary of state,
11is located.
AB150-engrossed, s. 4635b
12Section 4635b. 180.1510 (4) (b) 1. of the statutes, as affected by 1995
13Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1610,1914
180.1510
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
15corporation's principal office cannot be determined from the records of the
secretary
16of state department, the foreign corporation may be served by publishing a class 3
17notice, under ch. 985, in the community where the foreign corporation's principal
18office or registered office, as most recently designated in the records of the
secretary
19of state department, is located.
AB150-engrossed,1610,2521
180.1510
(4) (b) 2. If a process, notice or demand is served by the secretary of
22state on a foreign corporation under s. 180.1531 and the address of the foreign
23corporation's principal office cannot be determined from the records of the secretary
24of state, the foreign corporation may be served by publishing a class 2 notice, under
25ch. 985, in the official state newspaper.
AB150-engrossed, s. 4637b
1Section 4637b. 180.1510 (4) (b) 2. of the statutes, as created by 1995 Wisconsin
2Act .... (this act), is amended to read:
AB150-engrossed,1611,73
180.1510
(4) (b) 2. If a process, notice or demand is served by the
secretary of
4state department on a foreign corporation under s. 180.1531 and the address of the
5foreign corporation's principal office cannot be determined from the records of the
6secretary of state department, the foreign corporation may be served by publishing
7a class 2 notice, under ch. 985, in the official state newspaper.
AB150-engrossed,1611,119
180.1520
(1) A foreign corporation authorized to transact business in this state
10may not withdraw from this state until it obtains a certificate of withdrawal from the
11secretary of state department.
AB150-engrossed,1611,1613
180.1520
(2) (intro.) A foreign corporation authorized to transact business in
14this state may apply for a certificate of withdrawal by delivering an application to
15the
secretary of state department for filing. The application shall include all of the
16following:
AB150-engrossed,1611,1918
180.1520
(2) (e) A commitment to notify the
secretary of state department in
19the future of any change in the mailing address of its principal office.
AB150-engrossed,1611,2421
180.1530
(1) (intro.) Except as provided in sub. (1m), the
secretary of state 22department may bring a proceeding under s. 180.1531 to revoke the certificate of
23authority of a foreign corporation authorized to transact business in this state if any
24of the following applies:
AB150-engrossed,1612,2
1180.1530
(1) (a) The foreign corporation fails to file its annual report with the
2secretary of state department within 4 months after it is due.
AB150-engrossed,1612,64
180.1530
(1) (b) The foreign corporation does not pay, within 4 months after
5they are due, any fees or penalties due the
secretary of state department under this
6chapter.
AB150-engrossed,1612,128
180.1530
(1) (d) The foreign corporation does not inform the
secretary of state 9department under s. 180.1508 or 180.1509 that its registered agent or registered
10office has changed, that its registered agent has resigned or that its registered office
11has been discontinued, within 6 months of the change, resignation or
12discontinuance.
AB150-engrossed,1612,1814
180.1530
(1) (f) The
secretary of state department receives a duly
15authenticated certificate from the secretary of state or other official having custody
16of corporate records in the state or country under whose law the foreign corporation
17is incorporated stating that it has been dissolved or disappeared as the result of a
18merger.
AB150-engrossed,1612,2420
180.1530
(1m) If the
secretary of state department receives a certificate under
21sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted
22by the foreign corporation to terminate its authority to transact business in this
23state, the
secretary of state department shall issue a certificate of revocation under
24s. 180.1531 (2) (b).
AB150-engrossed,1613,4
1180.1530
(2) A court may revoke under s. 946.87 the certificate of authority of
2a foreign corporation authorized to transact business in this state. The court shall
3notify the
secretary of state department of the action, and the
secretary of state 4department shall issue a certificate of revocation under s. 180.1531 (2) (b).
AB150-engrossed,1613,96
180.1531
(1) If the
secretary of state
department determines that one or more
7grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the
8secretary of state department shall serve the foreign corporation under s. 180.1510
9with written notice of
his or her the determination.
AB150-engrossed,1613,1411
180.1531
(2) (a) Within 60 days after service of the notice is perfected under
12s. 180.1510, the foreign corporation shall correct each ground for revocation or
13demonstrate to the reasonable satisfaction of the
secretary of state department that
14each ground determined by the
secretary of state
department does not exist.
AB150-engrossed,1613,2016
180.1531
(2) (b) If the foreign corporation fails to satisfy par. (a), the
secretary
17of state department may revoke the foreign corporation's certificate of authority by
18signing issuing a certificate of revocation that recites each ground for revocation and
19its effective date. The
secretary of state department shall file the original of the
20certificate and serve a copy on the foreign corporation under s. 180.1510.
AB150-engrossed,1614,222
180.1531
(2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
23revoked after December 31, 1991, the
secretary of state department shall reinstate
24the certificate of authority if the foreign corporation does all of the following within
1the later of October 4, 1993 or 6 months after the effective date of the certificate of
2revocation:
AB150-engrossed,1614,54
180.1531
(2) (c) 1. b. Pays any fees or penalties due the
secretary of state 5department under s. 180.1502 (5) (a) or $5,000, whichever is less.
AB150-engrossed,1614,127
180.1531
(4) If the
secretary of state
department or a court revokes a foreign
8corporation's certificate of authority, the foreign corporation may be served under s.
9180.1510 (3) and (4) or the foreign corporation's registered agent may be served until
10the registered agent's authority is terminated, in any civil, criminal, administrative
11or investigatory proceeding based on a cause of action which arose while the foreign
12corporation was authorized to transact business in this state.
AB150-engrossed,1614,2114
180.1532
(1) A foreign corporation may appeal the
secretary of state's 15department's revocation of its certificate of authority under s. 180.1530 (1) to the
16circuit court for the county where the foreign corporation's principal office or, if none
17in this state, its registered office is located, within 30 days after service of the
18certificate of revocation is perfected under s. 180.1510. The foreign corporation shall
19appeal by petitioning the court to set aside the revocation and attaching to the
20petition copies of its certificate of authority and the
secretary of state's department's 21certificate of revocation.
AB150-engrossed,1614,2523
180.1532
(2) The court may order the
secretary of state department to reinstate
24the certificate of authority or may take any other action that the court considers
25appropriate.
AB150-engrossed,1615,3
2180.1622 (title)
Annual report for secretary of state department of
3financial institutions.
AB150-engrossed,1615,85
180.1622
(1) (intro.) Except as provided in s. 180.1921, each domestic
6corporation and each foreign corporation authorized to transact business in this
7state shall file with the
secretary of state department an annual report that includes
8all of the following information:
AB150-engrossed,1615,2110
180.1622
(1) (i) With respect to a foreign corporation, the proportion of the
11capital represented in this state by its property located and business transacted in
12this state during the preceding year. The proportion of capital employed in the state
13shall be computed by taking the gross business of the foreign corporation in the state
14and adding the same to the value of its property located in the state. The sum so
15obtained shall be the numerator of a fraction of which the denominator shall consist
16of its total gross business of said year added to the value of its entire property. The
17fraction so obtained shall represent the proportion of the capital within the state.
18The
secretary of state department may demand, as a condition precedent to the filing
19of the annual report, such further information and statements as
he or she may deem 20the department considers proper in order to determine the accuracy of the report
21submitted.
AB150-engrossed,1616,223
180.1622
(2) (a) Information in the annual report shall be current as of the date
24on which the annual report is executed on behalf of a domestic corporation, except
25that the information required by sub. (1) (f) and (g) shall be current as of the close
1of the domestic corporation's fiscal year immediately before the date by which the
2annual report is required to be delivered to the
secretary of state department.