AB150: Bill Text

AB150,1542,20 180.0126 Appeal from secretary of state's department of revenue's refusal to file document. (1) If the secretary of state department refuses to file a document received by his or her office for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the secretary of state department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the secretary of state department of the reasons for his or her the refusal to file.

AB150,1543,2 (2) The domestic corporation or foreign corporation shall file the petition under sub. (1) within 30 days after the secretary of state department returns the document under s. 180.0125 (3) (a). If the secretary of state department does not return the document within the period specified in s. 180.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in s. 180.0125 (3) (b) expires.

AB150,1543,5 (3) The court may summarily order the secretary of state department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.

AB150, s. 4558 Section 4558. 180.0127 of the statutes is amended to read:

AB150,1543,11 180.0127 Evidentiary effect of copy of filed document. A certificate that contains the secretary of state's signature, produced manually or in facsimile, and this state's seal and that is attached to a certified copy of a document filed by the secretary of state department is conclusive evidence that the original document is on file with the secretary of state department.

AB150, s. 4559 Section 4559. 180.0128 (1) of the statutes is amended to read:

AB150,1543,14 180.0128 (1) Any person may obtain from the secretary of state department, upon request, a certificate of status for a domestic corporation or foreign corporation.

AB150, s. 4560 Section 4560. 180.0128 (2) (b) 3. of the statutes is amended to read:

AB150,1543,18 180.0128 (2) (b) 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the secretary of state department an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.

AB150, s. 4561 Section 4561. 180.0128 (3) of the statutes is amended to read:

AB150,1543,21 180.0128 (3) The certificate of status may include other facts of record in the office of the secretary of state department that are requested.

AB150, s. 4562 Section 4562. 180.0128 (4) of the statutes is amended to read:

AB150,1544,2 180.0128 (4) Upon request, the secretary of state department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).

AB150, s. 4563 Section 4563. 180.0128 (5) of the statutes is amended to read:

AB150,1544,7 180.0128 (5) Subject to any qualification stated in a certificate or statement of status issued by the secretary of state department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.

AB150, s. 4564 Section 4564. 180.0128 (6) of the statutes is amended to read:

AB150,1544,12 180.0128 (6) Upon request by telephone or otherwise, the office of the secretary of state department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

AB150, s. 4565 Section 4565. 180.0129 (1) of the statutes is amended to read:

AB150,1544,17 180.0129 (1) A person may not sign a document with intent that it be delivered to the secretary of state department for filing or deliver, or cause to be delivered, a document to the secretary of state department for filing, if the person knows that the document is false in any material respect at the time of its delivery.

AB150, s. 4566 Section 4566. 180.0203 (2) of the statutes is amended to read:

AB150,1544,22 180.0203 (2) The secretary of state's department's filing of the articles of incorporation is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

AB150, s. 4567 Section 4567. 180.0401 (2) (a) (intro.) of the statutes is amended to read:

AB150,1545,3 180.0401 (2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the secretary of state department from all of the following names:

AB150, s. 4568 Section 4568. 180.0401 (3) (intro.) of the statutes is amended to read:

AB150,1545,9 180.0401 (3) (intro.) A corporation may apply to the secretary of state department for authorization to use a name that is not distinguishable upon the records of the secretary of state department from one or more of the names described in sub. (2). The secretary of state department shall authorize use of the name applied for if any of the following occurs:

AB150, s. 4569 Section 4569. 180.0401 (3) (a) of the statutes is amended to read:

AB150,1545,16 180.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, nonstock corporation, limited partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state department to change its name to a name that is distinguishable upon the records of the secretary of state department from the name of the applicant.

AB150, s. 4570 Section 4570. 180.0401 (3) (b) of the statutes is amended to read:

AB150,1545,20 180.0401 (3) (b) The applicant delivers to the secretary of state department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

AB150, s. 4571 Section 4571. 180.0402 (1) of the statutes is amended to read:

AB150,1546,9 180.0402 (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state department for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the secretary of state department finds that the corporate name applied for under this subsection is available, the secretary of state department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. If an application to reserve a name or to renew a reserved name is made by telephone, the secretary of state department shall cancel the reservation or renewal if the secretary of state department does not receive the fee required under s. 180.0122 (1) (e) or (f) within 15 business days after the application is made.

AB150, s. 4572 Section 4572. 180.0402 (2) of the statutes is amended to read:

AB150,1546,14 180.0402 (2) A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the secretary of state department a written and signed notice of the transfer that states the name and address of the transferee.

AB150, s. 4573 Section 4573. 180.0403 (1) (a) of the statutes is amended to read:

AB150,1546,20 180.0403 (1) (a) A foreign corporation may register its corporate name if the name is distinguishable upon the records of the secretary of state department from the names described in s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation delivers to the secretary of state department for filing an application complying with par. (b).

AB150, s. 4574 Section 4574. 180.0403 (1) (c) of the statutes is amended to read:

AB150,1547,2 180.0403 (1) (c) The registration expires December 31. The foreign corporation may renew its registration by delivering to the secretary of state department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.

AB150, s. 4575 Section 4575. 180.0403 (2) of the statutes is amended to read:

AB150,1547,11 180.0403 (2) A domestic corporation or a foreign corporation authorized to transact business in this state may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the secretary of state department for filing an application, executed by the domestic corporation or foreign corporation, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the corporate name or an application for an amended certificate of authority that changes the corporate name.

AB150, s. 4576 Section 4576. 180.0403 (3m) of the statutes is amended to read:

AB150,1547,16 180.0403 (3m) A person who has the right to exclusive use of a registered name under sub. (1) or (2) may transfer the registration to another person by delivering to the secretary of state department a written and signed notice of the transfer that states the name and address of the transferee.

AB150, s. 4577 Section 4577. 180.0502 (1) (a) of the statutes is amended to read:

AB150,1547,19 180.0502 (1) (a) Delivering to the secretary of state department for filing a statement of change.

AB150, s. 4578 Section 4578. 180.0502 (1) (c) of the statutes is amended to read:

AB150,1547,24 180.0502 (1) (c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the office of the secretary of state department.

AB150, s. 4579 Section 4579. 180.0502 (3) of the statutes is amended to read:

AB150,1548,6 180.0502 (3) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state department for filing a statement that complies with sub. (2) and recites that the corporation has been notified of the change.

AB150, s. 4580 Section 4580. 180.0503 (1) (intro.) of the statutes is amended to read:

AB150,1548,10 180.0503 (1) (intro.) The registered agent of a corporation may resign by signing and delivering to the secretary of state department for filing a statement of resignation that includes all of the following information:

AB150, s. 4581 Section 4581. 180.0503 (2) of the statutes is amended to read:

AB150,1548,13 180.0503 (2) After filing the statement, the secretary of state department shall mail a copy to the corporation at its principal office.

AB150, s. 4582 Section 4582. 180.0503 (3) (a) of the statutes is amended to read:

AB150,1548,16 180.0503 (3) (a) Sixty days after the secretary of state department receives the statement of resignation for filing.

AB150, s. 4583 Section 4583. 180.0504 (3) of the statutes is renumbered 180.0504 (3) (a) and amended to read:

AB150,1548,23 180.0504 (3) (a) If Except as provided in par. (b), if the address of the corporation's principal office cannot be determined from the records of the secretary of state, 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, is located.

AB150, s. 4584 Section 4584. 180.0504 (3) (a) of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1549,6 180.0504 (3) (a) Except as provided in par. (b), 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, s. 4585 Section 4585. 180.0504 (3) (b) of the statutes is created to read:

AB150,1549,12 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state on a corporation under s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the secretary of state, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150, s. 4586 Section 4586. 180.0504 (3) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1549,19 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state department on a corporation under s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the secretary of state department, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150, s. 4587 Section 4587. 180.0602 (2) (intro.) of the statutes is amended to read:

AB150,1549,24 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub. (1), the corporation shall deliver to the secretary of state department for filing articles of amendment, which are effective without shareholder action, that include all of the following information:

AB150, s. 4588 Section 4588. 180.0602 (3) of the statutes is amended to read:

AB150,1550,10 180.0602 (3) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The corporation shall file with the secretary of state department revised articles of amendment that comply with sub. (2). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right, except by amendment of the articles of incorporation under s. 180.1003.

AB150, s. 4589 Section 4589. 180.0620 (1) (b) of the statutes is amended to read:

AB150,1550,14 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the secretary of state department constitutes acceptance by the corporation of all existing subscriptions to its shares.

AB150, s. 4590 Section 4590. 180.0631 (3) (b) (intro.) of the statutes is amended to read:

AB150,1550,21 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the secretary of state department for filing. The articles shall include all of the following information:

AB150, s. 4591 Section 4591. 180.0860 (1) of the statutes is amended to read:

AB150,1551,3 180.0860 (1) Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the secretary of state department a statement that includes the names and addresses of all the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.

AB150, s. 4592 Section 4592. 180.0860 (2) of the statutes is amended to read:

AB150,1551,7 180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the secretary of state department.

AB150, s. 4593 Section 4593. 180.1002 (4) of the statutes is amended to read:

AB150,1551,11 180.1002 (4) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the secretary of state department.

AB150, s. 4594 Section 4594. 180.1006 (intro.) of the statutes is amended to read:

AB150,1551,15 180.1006 Articles of amendment. (intro.) A corporation amending its articles of incorporation shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

AB150, s. 4595 Section 4595. 180.1007 (4) (intro.) of the statutes is amended to read:

AB150,1551,20 180.1007 (4) (intro.) A corporation restating its articles of incorporation shall deliver to the secretary of state department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:

AB150, s. 4596 Section 4596. 180.1008 (2) (intro.) of the statutes is amended to read:

AB150,1551,24 180.1008 (2) (intro.) The persons designated by the court shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

AB150, s. 4597 Section 4597. 180.1104 (4) of the statutes is amended to read:

AB150,1552,4 180.1104 (4) The parent may not deliver articles of merger to the secretary of state department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

AB150, s. 4598 Section 4598. 180.1105 (1) (intro.) of the statutes is amended to read:

AB150,1552,10 180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state department for filing articles of merger or share exchange setting forth all of the following:

AB150, s. 4599 Section 4599. 180.1107 (3) (a) of the statutes is amended to read:

AB150,1552,17 180.1107 (3) (a) When a merger or share exchange under this section takes effect, the secretary of state department is the agent of the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation that is party to the merger or share exchange.