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.
AB150, s. 4600 18Section 4600. 180.1401 (2) (intro.) of the statutes is amended to read:
AB150,1552,2119 180.1401 (2) (intro.) At any time after dissolution is authorized under sub. (1),
20the corporation may dissolve by delivering to the secretary of state department for
21filing articles of dissolution that include all of the following:
AB150, s. 4601 22Section 4601. 180.1403 (1) (intro.) of the statutes is amended to read:
AB150,1552,2523 180.1403 (1) (intro.) At any time after dissolution is authorized under s.
24180.1402, the corporation may dissolve by delivering to the secretary of state
25department for filing articles of dissolution that include all of the following:
AB150, s. 4602
1Section 4602. 180.1404 (3) (intro.) of the statutes is amended to read:
AB150,1553,52 180.1404 (3) (intro.) After the revocation of dissolution is authorized, the
3corporation may revoke the dissolution by delivering to the secretary of state
4department for filing articles of revocation of dissolution, together with a copy of its
5articles of dissolution, that include all of the following:
AB150, s. 4603 6Section 4603. 180.1420 (intro.) of the statutes is amended to read:
AB150,1553,9 7180.1420 Grounds for administrative dissolution. (intro.) The secretary
8of state
department may bring a proceeding under s. 180.1421 to administratively
9dissolve a corporation if any of the following occurs:
AB150, s. 4604 10Section 4604. 180.1420 (1) of the statutes is amended to read:
AB150,1553,1211 180.1420 (1) The corporation does not pay, within one year after they are due,
12any fees or penalties due the secretary of state department under this chapter.
AB150, s. 4605 13Section 4605. 180.1420 (2) of the statutes is amended to read:
AB150,1553,1514 180.1420 (2) The corporation does not have on file its annual report with the
15secretary of state department within one year after it is due.
AB150, s. 4606 16Section 4606. 180.1420 (4) of the statutes is amended to read:
AB150,1553,1917 180.1420 (4) The corporation does not notify the secretary of state department
18within one year that its registered agent or registered office has been changed, that
19its registered agent has resigned or that its registered office has been discontinued.
AB150, s. 4607 20Section 4607. 180.1421 (1) of the statutes is amended to read:
AB150,1553,2421 180.1421 (1) If the secretary of state department determines that one or more
22grounds exist under s. 180.1420 for dissolving a corporation, the secretary of state
23department shall serve the corporation under s. 180.0504 with written notice of his
24or her
the determination.
AB150, s. 4608 25Section 4608. 180.1421 (2) (a) of the statutes is amended to read:
AB150,1554,4
1180.1421 (2) (a) Within 60 days after service of the notice is perfected under
2s. 180.0504, the corporation shall correct each ground for dissolution or demonstrate
3to the reasonable satisfaction of the secretary of state department that each ground
4determined by the secretary of state department does not exist.
AB150, s. 4609 5Section 4609. 180.1421 (2) (b) of the statutes is amended to read:
AB150,1554,106 180.1421 (2) (b) If the corporation fails to satisfy par. (a), the secretary of state
7department shall administratively dissolve the corporation by signing issuing a
8certificate of dissolution that recites each ground for dissolution and its effective
9date. The secretary of state department shall file the original of the certificate and
10serve a copy on the corporation under s. 180.0504.
AB150, s. 4610 11Section 4610. 180.1422 (1) (intro.) of the statutes is amended to read:
AB150,1554,1512 180.1422 (1) (intro.) A corporation that is administratively dissolved may
13apply to the secretary of state department for reinstatement within 2 years after the
14later of January 1, 1991, or the effective date of dissolution. The application shall
15include all of the following:
AB150, s. 4611 16Section 4611. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
AB150,1554,1917 180.1422 (2) (a) (intro.) The secretary of state department shall cancel the
18certificate of dissolution and prepare a certificate of reinstatement that complies
19with par. (b) if the secretary of state department determines all of the following:
AB150, s. 4612 20Section 4612. 180.1422 (2) (a) 2. of the statutes is amended to read:
AB150,1554,2221 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the
22secretary of state department have been paid.
AB150, s. 4613 23Section 4613. 180.1422 (2) (b) of the statutes is amended to read:
AB150,1555,224 180.1422 (2) (b) The certificate of reinstatement shall state the secretary of
25state's
department's determination under par. (a) and the effective date of

1reinstatement. The secretary of state department shall file the original of the
2certificate and return a copy to the corporation or its representative.
AB150, s. 4614 3Section 4614. 180.1423 (1) of the statutes is amended to read:
AB150,1555,74 180.1423 (1) If the secretary of state department denies a corporation's
5application for reinstatement under s. 180.1422, the secretary of state department
6shall serve the corporation under s. 180.0504 with a written notice that explains each
7reason for denial.
AB150, s. 4615 8Section 4615. 180.1423 (2) of the statutes is amended to read:
AB150,1555,159 180.1423 (2) The corporation may appeal the denial of reinstatement to the
10circuit court for the county where the corporation's principal office or, if none in this
11state, its registered office is located, within 30 days after service of the notice of denial
12is perfected. The corporation shall appeal by petitioning the court to set aside the
13dissolution and attaching to the petition copies of the secretary of state's
14department's certificate of dissolution, the corporation's application for
15reinstatement and the secretary of state's department's notice of denial.
AB150, s. 4616 16Section 4616. 180.1423 (3) of the statutes is amended to read:
AB150,1555,1917 180.1423 (3) The court may order the secretary of state department to reinstate
18the dissolved corporation or may take other action that the court considers
19appropriate.
AB150, s. 4617 20Section 4617. 180.1433 (1) of the statutes is amended to read:
AB150,1555,2521 180.1433 (1) If after a hearing the court determines that one or more grounds
22for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving
23the corporation and specifying the effective date of the dissolution. The clerk of the
24court shall deliver a certified copy of the decree to the secretary of state department
25for filing.
AB150, s. 4618
1Section 4618. 180.1501 (1) of the statutes is amended to read:
AB150,1556,32 180.1501 (1) A foreign corporation may not transact business in this state until
3it obtains a certificate of authority from the secretary of state department.
AB150, s. 4619 4Section 4619. 180.1502 (5) (b) of the statutes is amended to read:
AB150,1556,95 180.1502 (5) (b) The foreign corporation shall pay the amount owed under par.
6(a) to the secretary of state department, and the secretary of state department may
7not issue a certificate of authority to the foreign corporation until the amount owed
8is paid. The attorney general may enforce a foreign corporation's obligation to pay
9to the secretary of state department any amount owed under this subsection.
AB150, s. 4620 10Section 4620. 180.1503 (1) (intro.) of the statutes is amended to read:
AB150,1556,1411 180.1503 (1) (intro.) A foreign corporation may apply for a certificate of
12authority to transact business in this state by delivering an application to the
13secretary of state department for filing. The application shall set forth all of the
14following:
AB150, s. 4621 15Section 4621. 180.1503 (1) (j) of the statutes is amended to read:
AB150,1557,616 180.1503 (1) (j) The proportion of its capital which is represented in this state
17by its property to be located or to be acquired in this state and by its business to be
18transacted in this state. The proportion of capital employed in this state shall be
19computed by taking the estimate of the gross business of the foreign corporation to
20be transacted in this state in the following year and adding the same to the value of
21its property to be located or to be acquired in the state. The sum so obtained shall
22be the numerator of a fraction of which the denominator shall consist of the estimate
23of its total gross business for said year added to the value of its entire property. The
24fraction so obtained shall represent the proportion of the capital within the state.
25For the purposes of this section, the estimate of the business to be transacted and the

1property to be located or to be acquired in the state shall cover the period when it is
2estimated the foreign corporation will commence business in this state to and
3including December 31 of that year. The secretary of state department may demand,
4as a condition precedent to issuing a certificate of authority, such further information
5and statements as he or she may deem the department considers proper in order to
6determine the accuracy of the application submitted under this section.
AB150, s. 4622 7Section 4622. 180.1504 (1) (intro.) of the statutes is amended to read:
AB150,1557,108 180.1504 (1) (intro.) A foreign corporation authorized to transact business in
9this state shall obtain an amended certificate of authority from the secretary of state
10department if it changes any of the following:
AB150, s. 4623 11Section 4623. 180.1506 (1) of the statutes is amended to read:
AB150,1557,1712 180.1506 (1) If the corporate name of a foreign corporation is not available
13under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority
14to transact business in this state, may use a fictitious name to transact business in
15this state if it delivers to the secretary of state department for filing a copy of the
16resolution of its board of directors, certified by any of its officers, adopting the
17fictitious name.
AB150, s. 4624 18Section 4624. 180.1506 (2) (a) (intro.) of the statutes is amended to read:
AB150,1557,2119 180.1506 (2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate
20name, including a fictitious name, of a foreign corporation must be distinguishable
21upon the records of the secretary of state department from all of the following names:
AB150, s. 4625 22Section 4625. 180.1506 (3) (intro.) of the statutes is amended to read:
AB150,1558,223 180.1506 (3) (intro.) A foreign corporation may apply to the secretary of state
24department for authorization to use in this state a name that is not distinguishable
25upon the records of the secretary of state department from one or more of the names

1described in sub. (2). The secretary of state department shall authorize use of the
2name applied for if any of the following occurs:
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