AB150: Bill Text Engrossed

AB150-engrossed,1618,15 180.1921 (4) An annual report is effective on the date that it is filed by the office of the secretary of state department.

AB150-engrossed, s. 4671b Section 4671b. 181.02 (4m) of the statutes is created to read:

AB150-engrossed,1618,17 181.02 (4m) "Department" means the department of financial institutions.

AB150-engrossed, s. 4672b Section 4672b. 181.06 (3) (intro.) of the statutes is amended to read:

AB150-engrossed,1619,2 181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name of any corporation, limited liability company or limited partnership existing under any law of this state, or any foreign corporation, foreign limited liability company or foreign limited partnership authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the manner provided in this chapter or reserved or registered in the manner provided in ch. 180, except that this subsection shall not apply if the applicant files with the secretary of state department either of the following:

AB150-engrossed, s. 4673b Section 4673b. 181.07 (2) of the statutes is amended to read:

AB150-engrossed,1619,12 181.07 (2) The reservation shall be made by filing with the secretary of state department an application to reserve a specified corporate name, executed by the applicant or making a telephone application to reserve a specified corporate name. If the secretary of state department finds that the name is available for corporate use, the secretary of state department shall reserve the same for the exclusive use of the applicant for a period of 60 days. The secretary of state department shall cancel the telephone application to reserve a specified corporate name if the secretary of state department does not receive the proper fee within 15 business days after the application.

AB150-engrossed, s. 4674b Section 4674b. 181.07 (3) of the statutes is amended to read:

AB150-engrossed,1619,21 181.07 (3) Any corporation, domestic or foreign entitled to the use of its corporate name under the laws of this state, may upon merger, consolidation, change of name or dissolution reserve the exclusive right to that corporate name for a period of not to exceed 10 years by filing with the secretary of state department an application to reserve the right to that name, executed by the corporation. This application shall be filed with the secretary of state department simultaneously with the filing of articles of merger, consolidation or dissolution or with the filing of articles of amendment or restated articles which change the corporate name.

AB150-engrossed, s. 4675b Section 4675b. 181.07 (5) of the statutes is amended to read:

AB150-engrossed,1620,2 181.07 (5) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the secretary of state with the department a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.

AB150-engrossed, s. 4676b Section 4676b. 181.08 of the statutes is amended to read:

AB150-engrossed,1620,9 181.08 Registered agent. Each corporation shall have and continuously maintain in this state a registered agent, which agent may be an individual resident in this state, a domestic corporation organized under this chapter or ch. 180, a domestic limited liability company or a foreign corporation or foreign limited liability company authorized to transact business in this state. The name and address of the registered agent shall be filed with the secretary of state department.

AB150-engrossed, s. 4677b Section 4677b. 181.09 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1620,13 181.09 (1) (intro.) A corporation may change its registered agent or the registered agent's address by executing and filing with the secretary of state department a statement setting forth:

AB150-engrossed, s. 4678b Section 4678b. 181.095 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1620,16 181.095 (1) (intro.) A registered agent may resign by executing and filing with the secretary of state department a statement in duplicate setting forth:

AB150-engrossed, s. 4679b Section 4679b. 181.095 (3) of the statutes is amended to read:

AB150-engrossed,1620,20 181.095 (3) The secretary of state department shall note on one of the duplicates the date of filing and mail the same to the corporation at its principal office as shown by the statement filed.

AB150-engrossed, s. 4680b Section 4680b. 181.10 (3) of the statutes is amended to read:

AB150-engrossed,1621,2 181.10 (3) If the address of the corporation's principal office cannot be determined from the records of the secretary of state held by the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the secretary of state department, is located.

AB150-engrossed, s. 4681b Section 4681b. 181.265 of the statutes is amended to read:

AB150-engrossed,1621,8 181.265 Report of names and addresses of officers or directors. Whenever initial officers are selected, or changes are made in the principal officers or directors of a corporation, the corporation may file with the secretary of state department a report setting forth the names and addresses of all the principal officers or directors, or both if there have been changes in both.

AB150-engrossed, s. 4682b Section 4682b. 181.32 (1) of the statutes is amended to read:

AB150-engrossed,1621,16 181.32 (1) The articles of incorporation shall be filed and recorded as provided in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted to the secretary of state, who department. The department shall file one original in his or her office and forward the other within 5 days to the register of deeds of the county in which the corporation's principal office is located for recording. On filing an original, the secretary of state department shall issue a certificate of incorporation.

AB150-engrossed, s. 4683b Section 4683b. 181.32 (2) of the statutes is amended to read:

AB150-engrossed,1621,20 181.32 (2) Upon issuing a certificate of incorporation, the secretary of state department shall inform the corporation of the reporting requirements under s. 440.42 for charitable organizations that solicit contributions.

AB150-engrossed, s. 4684b Section 4684b. 181.38 of the statutes is amended to read:

AB150-engrossed,1621,24 181.38 Filing of articles of amendment. The articles of amendment shall be filed and recorded, and upon filing of the articles, the secretary of state department may issue a certificate of amendment.

AB150-engrossed, s. 4685b Section 4685b. 181.39 (2) of the statutes is amended to read:

AB150-engrossed,1622,6 181.39 (2) Restated articles of incorporation shall be executed, filed and recorded in the manner prescribed in this chapter for articles of amendment and on filing shall supersede and take the place of the theretofore existing articles of incorporation and amendments thereto. The secretary of state department shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof.

AB150-engrossed, s. 4686b Section 4686b. 181.40 of the statutes is amended to read:

AB150-engrossed,1622,15 181.40 Filing and recording court order under bankruptcy laws. The secretary of state department and the register of deeds shall upon delivery to them respectively file and record in the manner and places and upon payment of fees as provided in this chapter in respect to articles of amendment, duly certified copies of any order of a court of the United States in proceedings under the national bankruptcy laws, if such order effects an amendment to the articles of incorporation. It shall be the duty of the principal officers of such corporation to cause each such order to be so filed and recorded promptly after such order has become final.

AB150-engrossed, s. 4687b Section 4687b. 181.45 (2) of the statutes is amended to read:

AB150-engrossed,1622,21 181.45 (2) Such articles of merger or consolidation shall be filed in the office of the secretary of state with the department and shall be recorded in the offices of the registers of deeds of the counties of this state in which the respective corporations so consolidating or merging have their principal offices and in the county in which the surviving or new corporation is to have its principal office.

AB150-engrossed, s. 4688b Section 4688b. 181.45 (3) of the statutes is amended to read:

AB150-engrossed,1622,25 181.45 (3) The certificate of merger or consolidation may be issued by the secretary of state department upon expiration of the period for filing a certificate of abandonment.

AB150-engrossed, s. 4689b Section 4689b. 181.46 of the statutes is amended to read:

AB150-engrossed,1623,13 181.46 Effective date of merger or consolidation; abandonment. The merger or consolidation shall be effected upon the filing of the articles of merger or consolidation, or at such time within 31 days thereafter as is designated in said articles. If, after the filing of articles of merger or consolidation, the merger or consolidation is abandoned pursuant to provisions therefor set forth in the plan of merger or consolidation, there shall be executed by the president or a vice president and the secretary or an assistant secretary of each corporation, and shall be sealed with the corporate seal of each corporation, a certificate of abandonment setting forth the fact and date of such abandonment; and such certificate shall within 30 days of such abandonment be filed in the office of the secretary of state with the department and recorded in each office in which such articles of merger or consolidation were recorded.

AB150-engrossed, s. 4690b Section 4690b. 181.55 of the statutes is amended to read:

AB150-engrossed,1623,20 181.55 Filing and recording of articles of dissolution and effect thereof. The articles of dissolution shall be filed and recorded, and when the articles are filed the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action of members, directors and officers as provided in this chapter. Upon the filing of the articles, the secretary of state department may issue a certificate of dissolution.

AB150-engrossed, s. 4691b Section 4691b. 181.561 (intro.) of the statutes is amended to read:

AB150-engrossed,1623,24 181.561 Grounds for administrative dissolution. (intro.) The secretary of state department may bring a proceeding under s. 181.562 to administratively dissolve a corporation if any of the following occurs:

AB150-engrossed, s. 4692b Section 4692b. 181.561 (1) of the statutes is amended to read:

AB150-engrossed,1624,2 181.561 (1) The corporation does not pay, within one year after they are due, any fees or penalties due the secretary of state department under this chapter.

AB150-engrossed, s. 4693b Section 4693b. 181.561 (2) of the statutes is amended to read:

AB150-engrossed,1624,5 181.561 (2) The corporation does not have on file its annual report with the secretary of state department within one year after it is due.

AB150-engrossed, s. 4694b Section 4694b. 181.561 (4) of the statutes is amended to read:

AB150-engrossed,1624,9 181.561 (4) The corporation does not notify the secretary of state department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.

AB150-engrossed, s. 4695b Section 4695b. 181.562 (1) of the statutes is amended to read:

AB150-engrossed,1624,14 181.562 (1) If the secretary of state department determines that one or more grounds exist under s. 181.561 for dissolving a corporation, the secretary of state department shall serve the corporation under s. 181.10 with written notice of his or her the determination.

AB150-engrossed, s. 4696b Section 4696b. 181.562 (2) (a) of the statutes is amended to read:

AB150-engrossed,1624,19 181.562 (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.

AB150-engrossed, s. 4697b Section 4697b. 181.562 (2) (b) of the statutes is amended to read:

AB150-engrossed,1624,25 181.562 (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.

AB150-engrossed, s. 4698b Section 4698b. 181.563 (1) (intro.) of the statutes is amended to read:

AB150-engrossed,1625,5 181.563 (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:

AB150-engrossed, s. 4699b Section 4699b. 181.563 (2) (a) (intro.) of the statutes is amended to read:

AB150-engrossed,1625,9 181.563 (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:

AB150-engrossed, s. 4700b Section 4700b. 181.563 (2) (a) 2. of the statutes is amended to read:

AB150-engrossed,1625,12 181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the secretary of state department have been paid.

AB150-engrossed, s. 4701b Section 4701b. 181.563 (2) (b) of the statutes is amended to read:

AB150-engrossed,1625,17 181.563 (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.

AB150-engrossed, s. 4702b Section 4702b. 181.564 (1) of the statutes is amended to read:

AB150-engrossed,1625,22 181.564 (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.

AB150-engrossed, s. 4703b Section 4703b. 181.564 (2) of the statutes is amended to read:

AB150-engrossed,1626,5 181.564 (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.

AB150-engrossed, s. 4704b Section 4704b. 181.564 (3) of the statutes is amended to read:

AB150-engrossed,1626,9 181.564 (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.

AB150-engrossed, s. 4705b Section 4705b. 181.63 of the statutes is amended to read:

AB150-engrossed,1626,15 181.63 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.

AB150-engrossed, s. 4706b Section 4706b. 181.651 (2) of the statutes is amended to read:

AB150-engrossed,1626,23 181.651 (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.

AB150-engrossed, s. 4707b Section 4707b. 181.651 (3) of the statutes is amended to read:

AB150-engrossed,1627,3 181.651 (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.

AB150-engrossed, s. 4708b Section 4708b. 181.651 (5) of the statutes is amended to read:

AB150-engrossed,1627,8 181.651 (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.

AB150-engrossed, s. 4709b Section 4709b. 181.651 (6) of the statutes is amended to read:

AB150-engrossed,1627,16 181.651 (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.

AB150-engrossed, s. 4710b Section 4710b. 181.651 (7) of the statutes is amended to read:

AB150-engrossed,1627,19 181.651 (7) An annual report is effective on the date that it is filed by the office of the secretary of state department.

AB150-engrossed, s. 4711b Section 4711b. 181.66 (2) of the statutes is amended to read:

AB150-engrossed,1628,9 181.66 (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.

AB150-engrossed, s. 4712b Section 4712b. 181.667 (intro.) of the statutes is amended to read:

AB150-engrossed,1628,13 181.667 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:

AB150-engrossed, s. 4713b Section 4713b. 181.667 (1) of the statutes is amended to read:

AB150-engrossed,1628,16 181.667 (1) An original of the document or a duplicate original endorsed certified by the secretary of state department shall be recorded in each county;

AB150-engrossed, s. 4714b Section 4714b. 181.667 (3) of the statutes is amended to read:

AB150-engrossed,1628,20 181.667 (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.