AB150-engrossed,1620,9
4181.08 Registered agent. Each corporation shall have and continuously
5maintain in this state a registered agent, which agent may be an individual resident
6in this state, a domestic corporation organized under this chapter or ch. 180, a
7domestic limited liability company or a foreign corporation or foreign limited liability
8company authorized to transact business in this state. The name and address of the
9registered agent shall be filed with the
secretary of state department.
AB150-engrossed,1620,1311
181.09
(1) (intro.) A corporation may change its registered agent or the
12registered agent's address by executing and filing with the
secretary of state 13department a statement setting forth:
AB150-engrossed,1620,1615
181.095
(1) (intro.) A registered agent may resign by executing and filing with
16the
secretary of state department a statement in duplicate setting forth:
AB150-engrossed,1620,2018
181.095
(3) The
secretary of state
department shall note on one of the
19duplicates the date of filing and mail the same to the corporation at its principal office
20as shown by the statement filed.
AB150-engrossed,1621,222
181.10
(3) If the address of the corporation's principal office cannot be
23determined from the records
of the secretary of state
held by the department, the
24corporation may be served by publishing a class 3 notice, under ch. 985, in the
1community where the corporation's principal office or registered office, as most
2recently designated in the records of the
secretary of state department, is located.
AB150-engrossed,1621,8
4181.265 Report of names and addresses of officers or directors. 5Whenever initial officers are selected, or changes are made in the principal officers
6or directors of a corporation, the corporation may file with the
secretary of state 7department a report setting forth the names and addresses of all the principal
8officers or directors, or both if there have been changes in both.
AB150-engrossed,1621,1610
181.32
(1) The articles of incorporation shall be filed and recorded as provided
11in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted
12to the
secretary of state, who department. The department shall file one original
in
13his or her office and forward the other within 5 days to the register of deeds of the
14county in which the corporation's principal office is located for recording. On filing
15an original, the
secretary of state department shall issue a certificate of
16incorporation.
AB150-engrossed,1621,2018
181.32
(2) Upon issuing a certificate of incorporation, the
secretary of state 19department shall inform the corporation of the reporting requirements under s.
20440.42 for charitable organizations that solicit contributions.
AB150-engrossed,1621,24
22181.38 Filing of articles of amendment. The articles of amendment shall
23be filed and recorded, and upon filing of the articles, the
secretary of state 24department may issue a certificate of amendment.
AB150-engrossed,1622,6
1181.39
(2) Restated articles of incorporation shall be executed, filed and
2recorded in the manner prescribed in this chapter for articles of amendment and on
3filing shall supersede and take the place of the theretofore existing articles of
4incorporation and amendments thereto. The
secretary of state department shall
5upon request certify a copy of the articles of incorporation, or the articles of
6incorporation as restated, or any amendments to either thereof.
AB150-engrossed,1622,15
8181.40 Filing and recording court order under bankruptcy laws. The
9secretary of state department and
the register of deeds shall upon delivery to them
10respectively file and record in the manner and places and upon payment of fees as
11provided in this chapter in respect to articles of amendment, duly certified copies of
12any order of a court of the United States in proceedings under the national
13bankruptcy laws, if such order effects an amendment to the articles of incorporation.
14It shall be the duty of the principal officers of such corporation to cause each such
15order to be so filed and recorded promptly after such order has become final.
AB150-engrossed,1622,2117
181.45
(2) Such articles of merger or consolidation shall be filed
in the office
18of the secretary of state with the department and shall be recorded in the offices of
19the registers of deeds of the counties of this state in which the respective corporations
20so consolidating or merging have their principal offices and in the county in which
21the surviving or new corporation is to have its principal office.
AB150-engrossed,1622,2523
181.45
(3) The certificate of merger or consolidation may be issued by the
24secretary of state department upon expiration of the period for filing a certificate of
25abandonment.
AB150-engrossed,1623,13
2181.46 Effective date of merger or consolidation; abandonment. The
3merger or consolidation shall be effected upon the filing of the articles of merger or
4consolidation, or at such time within 31 days thereafter as is designated in said
5articles. If, after the filing of articles of merger or consolidation, the merger or
6consolidation is abandoned pursuant to provisions therefor set forth in the plan of
7merger or consolidation, there shall be executed by the president or a vice president
8and the secretary or an assistant secretary of each corporation, and shall be sealed
9with the corporate seal of each corporation, a certificate of abandonment setting forth
10the fact and date of such abandonment; and such certificate shall within 30 days of
11such abandonment be filed
in the office of the secretary of state with the department 12and recorded in each office in which such articles of merger or consolidation were
13recorded.
AB150-engrossed,1623,20
15181.55 Filing and recording of articles of dissolution and effect
16thereof. The articles of dissolution shall be filed and recorded, and when the articles
17are filed the existence of the corporation shall cease, except for the purpose of suits,
18other proceedings and appropriate corporate action of members, directors and
19officers as provided in this chapter. Upon the filing of the articles, the
secretary of
20state department may issue a certificate of dissolution.
AB150-engrossed,1623,24
22181.561 Grounds for administrative dissolution. (intro.) The
secretary
23of state department may bring a proceeding under s. 181.562 to administratively
24dissolve a corporation if any of the following occurs:
AB150-engrossed,1624,2
1181.561
(1) The corporation does not pay, within one year after they are due,
2any fees or penalties due the
secretary of state
department under this chapter.
AB150-engrossed,1624,54
181.561
(2) The corporation does not have on file its annual report with the
5secretary of state department within one year after it is due.
AB150-engrossed,1624,97
181.561
(4) The corporation does not notify the
secretary of state department 8within one year that its registered agent or registered office has been changed, that
9its registered agent has resigned or that its registered office has been discontinued.
AB150-engrossed,1624,1411
181.562
(1) If the
secretary of state
department determines that one or more
12grounds exist under s. 181.561 for dissolving a corporation, the
secretary of state 13department shall serve the corporation under s. 181.10 with written notice of
his or
14her the determination.
AB150-engrossed,1624,1916
181.562
(2) (a) Within 60 days after service of the notice is perfected under s.
17181.10 (2), the corporation shall correct each ground for dissolution or demonstrate
18to the reasonable satisfaction of the
secretary of state department that each ground
19determined by the
secretary of state department does not exist.
AB150-engrossed,1624,2521
181.562
(2) (b) If the corporation fails to satisfy par. (a), the
secretary of state 22department shall administratively dissolve the corporation by
signing issuing a
23certificate of dissolution that recites each ground for dissolution and its effective
24date. The
secretary of state department shall file the original of the certificate and
25serve a copy on the corporation under s. 181.10.
AB150-engrossed,1625,52
181.563
(1) (intro.) A corporation that is administratively dissolved may apply
3to the
secretary of state department for reinstatement within 2 years after the later
4of January 1, 1994, or the effective date of dissolution. The application shall include
5all of the following:
AB150-engrossed,1625,97
181.563
(2) (a) (intro.) The
secretary of state department shall cancel the
8certificate of dissolution and prepare a certificate of reinstatement that complies
9with par. (b) if the
secretary of state department determines all of the following:
AB150-engrossed,1625,1211
181.563
(2) (a) 2. That all fees and penalties owed by the corporation to the
12secretary of state department have been paid.
AB150-engrossed,1625,1714
181.563
(2) (b) The certificate of reinstatement shall state the
secretary of
15state's department's determination under par. (a) and the effective date of
16reinstatement. The
secretary of state department shall file the original of the
17certificate and serve a copy on the corporation under s. 181.10.
AB150-engrossed,1625,2219
181.564
(1) If the
secretary of state
department denies a corporation's
20application for reinstatement under s. 181.563, the
secretary of state department 21shall serve the corporation under s. 181.10 with a written notice that explains each
22reason for denial.
AB150-engrossed,1626,524
181.564
(2) The corporation may appeal the denial of reinstatement to the
25circuit court for the county where the corporation's principal office or, if none in this
1state, its registered office is located, within 30 days after service of the notice of denial
2is perfected. The corporation shall appeal by petitioning the court to set aside the
3dissolution and attaching to the petition copies of the
secretary of state's 4department's certificate of dissolution, the corporation's application for
5reinstatement and the
secretary of state's department's notice of denial.
AB150-engrossed,1626,97
181.564
(3) The court may order the
secretary of state department to reinstate
8the dissolved corporation or may take other action that the court considers
9appropriate.
AB150-engrossed,1626,15
11181.63 Filing of decree of dissolution. In case the court enters a decree
12dissolving a corporation the clerk of such court shall cause a certified copy of the
13decree to be filed and recorded. Upon the filing of the decree the
secretary of state 14department shall issue a certificate of dissolution. No fee shall be charged for such
15filing or recording.
AB150-engrossed,1626,2317
181.651
(2) The annual report shall be made on forms prescribed and furnished
18by the
secretary of state department, and the information contained in the report
19shall be given as of the date of the execution of the report. It shall be executed by the
20corporation by its president, a vice president, secretary, assistant secretary, or
21treasurer, or, until the first election of officers, by one of its incorporators, or, if the
22corporation is in the hands of a receiver or trustee, it shall be executed on behalf of
23the corporation by such receiver or trustee.
AB150-engrossed,1627,3
1181.651
(3) The
secretary of state department shall forward by 1st class mail
2a report form to every corporation in good standing not later than 60 days before the
3date on which the corporation is required by this chapter to file an annual report.
AB150-engrossed,1627,85
181.651
(5) A corporation shall deliver its annual report to the
secretary of
6state department in each year following the calendar year in which the corporation
7was incorporated, during the calendar year quarter in which the anniversary date
8of the incorporation occurs.
AB150-engrossed,1627,1610
181.651
(6) If an annual report does not contain the information required by
11this section, the
secretary of state department shall promptly notify the reporting
12corporation in writing and return the report to it for correction. The notice shall
13comply with s. 181.10. If the annual report is corrected to contain the information
14required by this section and delivered to the
secretary of state department within 30
15days after the effective date of the notice determined under s. 181.10 (2), the annual
16report is timely filed.
AB150-engrossed,1627,1918
181.651
(7) An annual report is effective on the date that it is filed by the
office
19of the secretary of state department.
AB150-engrossed,1628,921
181.66
(2) A foreign corporation conducting its affairs or acquiring, holding or
22disposing of property in this state, shall by so doing be deemed to have thereby
23appointed the
secretary of state department as its agent and representative upon
24whom any process, notice or demand may be served in any action or proceeding
25arising out of or relating to any affairs conducted or property acquired, held or
1disposed of within this state. Service of such process, notice or demand shall be made
2by serving a copy upon the
secretary of state or by filing such copy in the secretary
3of state's office department, and such service shall be sufficient service upon said
4foreign corporation, provided that notice of such service and a copy of the process,
5notice or demand are within 10 days thereafter sent by mail by the plaintiff to the
6defendant at its last-known address, and that the plaintiff's affidavit of compliance
7herewith is appended to the process, notice or demand. The
secretary of state 8department shall keep a record of all such processes, notices and demands which
9shows the day and hour of service.
AB150-engrossed,1628,13
11181.667 Recording change of principal office. (intro.) If a document
12submitted to the
secretary of state department for filing under this chapter changes
13the county of the corporation's principal office:
AB150-engrossed,1628,1615
181.667
(1) An original of the document or a duplicate original
endorsed 16certified by the
secretary of state
department shall be recorded in each county;
AB150-engrossed,1628,2018
181.667
(3) A certificate
of the secretary of state prepared by the department 19listing the type and date of filing of recordable documents previously filed by the
20corporation shall be recorded in the county of the new principal office.
AB150-engrossed,1628,2422
181.67
(1) (a) Separate originals of the document for the
secretary of state 23department and for the register of deeds of each county in which the document is
24required to be recorded.
AB150-engrossed,1629,2
1181.67
(1) (b) A check payable to the
secretary of state department in the
2amount of the filing fee prescribed under s. 181.68.
AB150-engrossed,1629,64
181.67
(2) (a) Unless the document does not conform to law, the
secretary of
5state department shall
endorse on
mark each original "Filed" and the date of filing
6and shall file one original
in his or her office.
AB150-engrossed,1629,108
181.67
(2) (b) The
secretary of state
department shall forward to each register
9of deeds the check under sub. (1) (c) and an original document or duplicate
endorsed 10certified by the
secretary of state
department, within 5 days of filing.
AB150-engrossed,1629,1612
181.67
(3) (a) Each week the
secretary of state department shall forward to
13each register of deeds a listing of all documents received during the preceding week
14for filing and recording as required under this chapter. For each document, the
15listing shall specify the type of document, the name of the corporation, the name of
16the county of the corporation's principal office, and the date of filing.
AB150-engrossed,1629,2018
181.67
(3) (b) The
secretary of state
department of financial institutions shall
19forward to the department of regulation and licensing the name and address of any
20corporation filing articles of incorporation under this chapter.