AB150,1542,20 11180.0126 Appeal from secretary of state's department of revenue's
12refusal to file document. (1)
If the secretary of state department refuses to file
13a document received by his or her office for filing, the domestic corporation or foreign
14corporation may appeal the refusal by filing a petition in circuit court to compel the
15secretary of state department to file the document. The domestic corporation or
16foreign corporation shall file the petition in the circuit court for the county where the
17domestic corporation's or foreign corporation's principal office or, if none in this state,
18its registered office is or will be located. The domestic corporation or foreign
19corporation shall attach to the petition the document and any explanation by the
20secretary of state department of the reasons for his or her the refusal to file.
AB150,1543,2 21(2) The domestic corporation or foreign corporation shall file the petition under
22sub. (1) within 30 days after the secretary of state department returns the document
23under s. 180.0125 (3) (a). If the secretary of state department does not return the
24document within the period specified in s. 180.0125 (3) (b), the domestic corporation

1or foreign corporation shall file the petition within 30 days after the period specified
2in s. 180.0125 (3) (b) expires.
AB150,1543,5 3(3) The court may summarily order the secretary of state department to file the
4document or take other action that the court considers appropriate. The court's final
5decision may be appealed as in other civil proceedings.
AB150, s. 4558 6Section 4558. 180.0127 of the statutes is amended to read:
AB150,1543,11 7180.0127 Evidentiary effect of copy of filed document. A certificate that
8contains the secretary of state's signature, produced manually or in facsimile, and
9this state's seal and that is attached to a
certified copy of a document filed by the
10secretary of state department is conclusive evidence that the original document is on
11file with the secretary of state department.
AB150, s. 4559 12Section 4559. 180.0128 (1) of the statutes is amended to read:
AB150,1543,1413 180.0128 (1) Any person may obtain from the secretary of state department,
14upon request, a certificate of status for a domestic corporation or foreign corporation.
AB150, s. 4560 15Section 4560. 180.0128 (2) (b) 3. of the statutes is amended to read:
AB150,1543,1816 180.0128 (2) (b) 3. The domestic corporation or foreign corporation has, during
17its most recently completed report year, filed with the secretary of state department
18an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
AB150, s. 4561 19Section 4561. 180.0128 (3) of the statutes is amended to read:
AB150,1543,2120 180.0128 (3) The certificate of status may include other facts of record in the
21office of the secretary of state department that are requested.
AB150, s. 4562 22Section 4562. 180.0128 (4) of the statutes is amended to read:
AB150,1544,223 180.0128 (4) Upon request, the secretary of state department shall issue, by
24telegraph, teletype, facsimile or other form of wire or wireless communication, a
25statement of status, which shall contain the information required in a certificate of

1status under sub. (2) and may contain any other information permitted under sub.
2(3).
AB150, s. 4563 3Section 4563. 180.0128 (5) of the statutes is amended to read:
AB150,1544,74 180.0128 (5) Subject to any qualification stated in a certificate or statement of
5status issued by the secretary of state department, the certificate or statement is
6conclusive evidence that the domestic corporation or foreign corporation is in
7existence or is authorized to transact business in this state.
AB150, s. 4564 8Section 4564. 180.0128 (6) of the statutes is amended to read:
AB150,1544,129 180.0128 (6) Upon request by telephone or otherwise, the office of the secretary
10of state
department shall confirm, by telephone, any of the information required in
11a certificate of status under sub. (2) and may confirm any other information
12permitted under sub. (3).
AB150, s. 4565 13Section 4565. 180.0129 (1) of the statutes is amended to read:
AB150,1544,1714 180.0129 (1) A person may not sign a document with intent that it be delivered
15to the secretary of state department for filing or deliver, or cause to be delivered, a
16document to the secretary of state department for filing, if the person knows that the
17document is false in any material respect at the time of its delivery.
AB150, s. 4566 18Section 4566. 180.0203 (2) of the statutes is amended to read:
AB150,1544,2219 180.0203 (2) The secretary of state's department's filing of the articles of
20incorporation is conclusive proof that the corporation is incorporated under this
21chapter, except in a proceeding by the state to cancel or revoke the incorporation or
22involuntarily dissolve the corporation.
AB150, s. 4567 23Section 4567. 180.0401 (2) (a) (intro.) of the statutes is amended to read:
AB150,1545,3
1180.0401 (2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate
2name of a domestic corporation must be distinguishable upon the records of the
3secretary of state department from all of the following names:
AB150, s. 4568 4Section 4568. 180.0401 (3) (intro.) of the statutes is amended to read:
AB150,1545,95 180.0401 (3) (intro.) A corporation may apply to the secretary of state
6department for authorization to use a name that is not distinguishable upon the
7records of the secretary of state department from one or more of the names described
8in sub. (2). The secretary of state department shall authorize use of the name applied
9for if any of the following occurs:
AB150, s. 4569 10Section 4569. 180.0401 (3) (a) of the statutes is amended to read:
AB150,1545,1611 180.0401 (3) (a) The other corporation or the foreign corporation, limited
12liability company, nonstock corporation, limited partnership or cooperative
13association consents to the use in writing and submits an undertaking in a form
14satisfactory to the secretary of state department to change its name to a name that
15is distinguishable upon the records of the secretary of state department from the
16name of the applicant.
AB150, s. 4570 17Section 4570. 180.0401 (3) (b) of the statutes is amended to read:
AB150,1545,2018 180.0401 (3) (b) The applicant delivers to the secretary of state department a
19certified copy of a final judgment of a court of competent jurisdiction establishing the
20applicant's right to use the name applied for in this state.
AB150, s. 4571 21Section 4571. 180.0402 (1) of the statutes is amended to read:
AB150,1546,922 180.0402 (1) A person may reserve the exclusive use of a corporate name,
23including a fictitious name for a foreign corporation whose corporate name is not
24available, by delivering an application to the secretary of state department for filing
25or by making a telephone application. The application shall include the name and

1address of the applicant and the name proposed to be reserved. If the secretary of
2state
department finds that the corporate name applied for under this subsection is
3available, the secretary of state department shall reserve the name for the
4applicant's exclusive use for a 120-day period, which may be renewed by the
5applicant or a transferee under sub. (2) from time to time. If an application to reserve
6a name or to renew a reserved name is made by telephone, the secretary of state
7department shall cancel the reservation or renewal if the secretary of state
8department does not receive the fee required under s. 180.0122 (1) (e) or (f) within
915 business days after the application is made.
AB150, s. 4572 10Section 4572. 180.0402 (2) of the statutes is amended to read:
AB150,1546,1411 180.0402 (2) A person who has the right to exclusive use of a reserved corporate
12name under sub. (1) may transfer the reservation to another person by delivering to
13the secretary of state department a written and signed notice of the transfer that
14states the name and address of the transferee.
AB150, s. 4573 15Section 4573. 180.0403 (1) (a) of the statutes is amended to read:
AB150,1546,2016 180.0403 (1) (a) A foreign corporation may register its corporate name if the
17name is distinguishable upon the records of the secretary of state department from
18the names described in s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation
19delivers to the secretary of state department for filing an application complying with
20par. (b).
AB150, s. 4574 21Section 4574. 180.0403 (1) (c) of the statutes is amended to read:
AB150,1547,222 180.0403 (1) (c) The registration expires December 31. The foreign corporation
23may renew its registration by delivering to the secretary of state department for
24filing a renewal application, which complies with par. (b), between October 1 and

1December 31 of each year that the registration is in effect. The renewal application
2when filed renews the registration for the next year.
AB150, s. 4575 3Section 4575. 180.0403 (2) of the statutes is amended to read:
AB150,1547,114 180.0403 (2) A domestic corporation or a foreign corporation authorized to
5transact business in this state may, upon merger, change of name or dissolution,
6register its corporate name for no more than 10 years by delivering to the secretary
7of state
department for filing an application, executed by the domestic corporation
8or foreign corporation, simultaneously with the delivery for filing of the articles of
9merger or dissolution, the articles of amendment or restated articles that change the
10corporate name or an application for an amended certificate of authority that
11changes the corporate name.
AB150, s. 4576 12Section 4576. 180.0403 (3m) of the statutes is amended to read:
AB150,1547,1613 180.0403 (3m) A person who has the right to exclusive use of a registered name
14under sub. (1) or (2) may transfer the registration to another person by delivering to
15the secretary of state department a written and signed notice of the transfer that
16states the name and address of the transferee.
AB150, s. 4577 17Section 4577. 180.0502 (1) (a) of the statutes is amended to read:
AB150,1547,1918 180.0502 (1) (a) Delivering to the secretary of state department for filing a
19statement of change.
AB150, s. 4578 20Section 4578. 180.0502 (1) (c) of the statutes is amended to read:
AB150,1547,2421 180.0502 (1) (c) If a domestic corporation, including the name of its registered
22agent and the street address of its registered office, as changed, in its annual report
23under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date
24the annual report is filed by the office of the secretary of state department.
AB150, s. 4579 25Section 4579. 180.0502 (3) of the statutes is amended to read:
AB150,1548,6
1180.0502 (3) If a registered agent changes the street address of his or her
2business office, he or she may change the street address of the registered office of any
3corporation for which he or she is the registered agent by notifying the corporation
4in writing of the change and by signing, either manually or in facsimile, and
5delivering to the secretary of state department for filing a statement that complies
6with sub. (2) and recites that the corporation has been notified of the change.
AB150, s. 4580 7Section 4580. 180.0503 (1) (intro.) of the statutes is amended to read:
AB150,1548,108 180.0503 (1) (intro.) The registered agent of a corporation may resign by
9signing and delivering to the secretary of state department for filing a statement of
10resignation that includes all of the following information:
AB150, s. 4581 11Section 4581. 180.0503 (2) of the statutes is amended to read:
AB150,1548,1312 180.0503 (2) After filing the statement, the secretary of state department shall
13mail a copy to the corporation at its principal office.
AB150, s. 4582 14Section 4582. 180.0503 (3) (a) of the statutes is amended to read:
AB150,1548,1615 180.0503 (3) (a) Sixty days after the secretary of state department receives the
16statement of resignation for filing.
AB150, s. 4583 17Section 4583. 180.0504 (3) of the statutes is renumbered 180.0504 (3) (a) and
18amended to read:
AB150,1548,2319 180.0504 (3) (a) If Except as provided in par. (b), if the address of the
20corporation's principal office cannot be determined from the records of the secretary
21of state, the corporation may be served by publishing a class 3 notice, under ch. 985,
22in the community where the corporation's principal office or registered office, as most
23recently designated in the records of the secretary of state, is located.
AB150, s. 4584 24Section 4584. 180.0504 (3) (a) of the statutes, as affected by 1995 Wisconsin
25Act .... (this act), is amended to read:
AB150,1549,6
1180.0504 (3) (a) Except as provided in par. (b), if the address of the corporation's
2principal office cannot be determined from the records of the secretary of state held
3by the department
, the corporation may be served by publishing a class 3 notice,
4under ch. 985, in the community where the corporation's principal office or registered
5office, as most recently designated in the records of the secretary of state department,
6is located.
AB150, s. 4585 7Section 4585. 180.0504 (3) (b) of the statutes is created to read:
AB150,1549,128 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state
9on a corporation under s. 180.1421 and the address of the corporation's principal
10office cannot be determined from the records of the secretary of state, the corporation
11may be served by publishing a class 2 notice, under ch. 985, in the official state
12newspaper.
AB150, s. 4586 13Section 4586. 180.0504 (3) (b) of the statutes, as created by 1995 Wisconsin
14Act .... (this act), is amended to read:
AB150,1549,1915 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state
16department on a corporation under s. 180.1421 and the address of the corporation's
17principal office cannot be determined from the records of the secretary of state
18department, the corporation may be served by publishing a class 2 notice, under ch.
19985, in the official state newspaper.
AB150, s. 4587 20Section 4587. 180.0602 (2) (intro.) of the statutes is amended to read:
AB150,1549,2421 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub.
22(1), the corporation shall deliver to the secretary of state department for filing
23articles of amendment, which are effective without shareholder action, that include
24all of the following information:
AB150, s. 4588 25Section 4588. 180.0602 (3) of the statutes is amended to read:
AB150,1550,10
1180.0602 (3) After the articles of amendment are filed under sub. (2) and before
2the corporation issues any shares of the class or series that is the subject of the
3articles of amendment, the board of directors may alter or revoke any preferences,
4limitations or relative rights described in the articles of amendment, by adopting
5another resolution appropriate for that purpose. The corporation shall file with the
6secretary of state department revised articles of amendment that comply with sub.
7(2). A preference, limitation or relative right may not be altered or revoked after the
8issuance of any shares of the class or series that are subject to the preference,
9limitation or relative right, except by amendment of the articles of incorporation
10under s. 180.1003.
AB150, s. 4589 11Section 4589. 180.0620 (1) (b) of the statutes is amended to read:
AB150,1550,1412 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the
13filing of the articles of incorporation by the secretary of state department constitutes
14acceptance by the corporation of all existing subscriptions to its shares.
AB150, s. 4590 15Section 4590. 180.0631 (3) (b) (intro.) of the statutes is amended to read:
AB150,1550,2116 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance
17of acquired shares, the number of authorized shares is reduced by the number of
18shares acquired by the corporation, effective upon amendment of the articles of
19incorporation. The board of directors may adopt articles of amendment under this
20paragraph without shareholder action and deliver them to the secretary of state
21department for filing. The articles shall include all of the following information:
AB150, s. 4591 22Section 4591. 180.0860 (1) of the statutes is amended to read:
AB150,1551,323 180.0860 (1) Whenever initial directors and principal officers are selected, or
24changes are made in the directors or principal officers of a corporation, the
25corporation may file with the secretary of state department a statement that

1includes the names and addresses of all the directors or principal officers, or both if
2there have been changes in both. The information in the statement shall be current
3as of the date on which the statement is signed on behalf of the corporation.
AB150, s. 4592 4Section 4592. 180.0860 (2) of the statutes is amended to read:
AB150,1551,75 180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who
6resigns under s. 180.0843 (1) may file a copy of the resignation notice with the
7secretary of state department.
AB150, s. 4593 8Section 4593. 180.1002 (4) of the statutes is amended to read:
AB150,1551,119 180.1002 (4) To delete the name and address of a former registered agent or
10registered office, if a statement of change is on file with the secretary of state
11department.
AB150, s. 4594 12Section 4594. 180.1006 (intro.) of the statutes is amended to read:
AB150,1551,15 13180.1006 Articles of amendment. (intro.) A corporation amending its
14articles of incorporation shall deliver to the secretary of state department for filing
15articles of amendment that include all of the following information:
AB150, s. 4595 16Section 4595. 180.1007 (4) (intro.) of the statutes is amended to read:
AB150,1551,2017 180.1007 (4) (intro.) A corporation restating its articles of incorporation shall
18deliver to the secretary of state department for filing articles of restatement that
19include the name of the corporation and the text of the restated articles of
20incorporation together with a certificate including the following information:
AB150, s. 4596 21Section 4596. 180.1008 (2) (intro.) of the statutes is amended to read:
AB150,1551,2422 180.1008 (2) (intro.) The persons designated by the court shall deliver to the
23secretary of state department for filing articles of amendment that include all of the
24following information:
AB150, s. 4597 25Section 4597. 180.1104 (4) of the statutes is amended to read:
AB150,1552,4
1180.1104 (4) The parent may not deliver articles of merger to the secretary of
2state
department for filing until at least 30 days after the date on which it mailed a
3copy of the plan of merger to each shareholder of the subsidiary who did not waive
4the mailing requirement.
AB150, s. 4598 5Section 4598. 180.1105 (1) (intro.) of the statutes is amended to read:
AB150,1552,106 180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
7or share exchange is approved by the shareholders, or adopted by the board of
8directors if shareholder approval is not required, the surviving or acquiring
9corporation shall deliver to the secretary of state department for filing articles of
10merger or share exchange setting forth all of the following:
AB150, s. 4599 11Section 4599. 180.1107 (3) (a) of the statutes is amended to read:
AB150,1552,1712 180.1107 (3) (a) When a merger or share exchange under this section takes
13effect, the secretary of state department is the agent of the surviving foreign
14corporation of a merger or the acquiring foreign corporation in a share exchange, for
15service of process in a proceeding to enforce any obligation or the rights of dissenting
16shareholders of each domestic corporation that is party to the merger or share
17exchange.
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