AB150: Bill Text

AB150,1563,19 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked after December 31, 1991, the secretary of state department shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

AB150, s. 4652 Section 4652. 180.1531 (2) (c) 1. b. of the statutes is amended to read:

AB150,1563,22 180.1531 (2) (c) 1. b. Pays any fees or penalties due the secretary of state department under s. 180.1502 (5) (a) or $5,000, whichever is less.

AB150, s. 4653 Section 4653. 180.1531 (4) of the statutes is amended to read:

AB150,1564,4 180.1531 (4) If the secretary of state department or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under s. 180.1510 (3) and (4) or the foreign corporation's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

AB150, s. 4654 Section 4654. 180.1532 (1) of the statutes is amended to read:

AB150,1564,13 180.1532 (1) A foreign corporation may appeal the secretary of state's department's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 180.1510. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's department's certificate of revocation.

AB150, s. 4655 Section 4655. 180.1532 (2) of the statutes is amended to read:

AB150,1564,17 180.1532 (2) The court may order the secretary of state department to reinstate the certificate of authority or may take any other action that the court considers appropriate.

AB150, s. 4656 Section 4656. 180.1622 (title) of the statutes is amended to read:

AB150,1564,20 180.1622 (title) Annual report for secretary of state department of revenue.

AB150, s. 4657 Section 4657. 180.1622 (1) (intro.) of the statutes is amended to read:

AB150,1564,25 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the secretary of state department an annual report that includes all of the following information:

AB150, s. 4658 Section 4658. 180.1622 (1) (i) of the statutes is amended to read:

AB150,1565,13 180.1622 (1) (i) With respect to a foreign corporation, the proportion of the capital represented in this state by its property located and business transacted in this state during the preceding year. The proportion of capital employed in the state shall be computed by taking the gross business of the foreign corporation in the state and adding the same to the value of its property located in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of its total gross business of said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. The secretary of state department may demand, as a condition precedent to the filing of the annual report, such further information and statements as he or she may deem the department considers proper in order to determine the accuracy of the report submitted.

AB150, s. 4659 Section 4659. 180.1622 (2) (a) of the statutes is amended to read:

AB150,1565,19 180.1622 (2) (a) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation's fiscal year immediately before the date by which the annual report is required to be delivered to the secretary of state department.

AB150, s. 4660 Section 4660. 180.1622 (2) (b) of the statutes is amended to read:

AB150,1566,2 180.1622 (2) (b) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign corporation, except that the information required by sub. (1) (f) to (i) shall be current as of the date of the close of the foreign corporation's fiscal year in the 12 months ending on the September 30 immediately before the date by which the annual report is required to be delivered to the secretary of state department.

AB150, s. 4661 Section 4661. 180.1622 (3) (a) of the statutes is amended to read:

AB150,1566,7 180.1622 (3) (a) A domestic corporation shall deliver its annual report to the secretary of state department in each year following the calendar year in which the domestic corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.

AB150, s. 4662 Section 4662. 180.1622 (3) (b) of the statutes is amended to read:

AB150,1566,12 180.1622 (3) (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the secretary of state department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.

AB150, s. 4663 Section 4663. 180.1622 (4) of the statutes is amended to read:

AB150,1566,20 180.1622 (4) If an annual report does not contain the information required by this section, the secretary of state department shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with s. 180.0141. 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 under s. 180.0141 (5), the annual report is timely filed.

AB150, s. 4664 Section 4664. 180.1622 (5) of the statutes is amended to read:

AB150,1566,23 180.1622 (5) An annual report is effective on the date that it is filed by the office of the secretary of state department.

AB150, s. 4665 Section 4665. 180.1708 (1) of the statutes is amended to read:

AB150,1567,3 180.1708 (1) Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a document delivered to the office of the secretary of state department for filing on or after January 1, 1991.

AB150, s. 4666 Section 4666. 180.1708 (8) (b) of the statutes is amended to read:

AB150,1567,8 180.1708 (8) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply to a judicial revocation under s. 946.87 of which the secretary of state department is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c) applies to a revocation based on grounds arising before, on or after January 1, 1991.

AB150, s. 4667 Section 4667. 180.1909 of the statutes is amended to read:

AB150,1567,12 180.1909 Filing articles of incorporation. Before commencing operations, a service corporation shall deliver its articles of incorporation to the office of the secretary of state department for filing.

AB150, s. 4668 Section 4668. 180.1921 (1) of the statutes is amended to read:

AB150,1567,18 180.1921 (1) A service corporation shall deliver to the office of the secretary of state department for filing a report in each year following the year in which the service corporation's articles of incorporation were filed by the secretary of state department, during the calendar year quarter in which the anniversary of the filing occurs.

AB150, s. 4669 Section 4669. 180.1921 (2) of the statutes is amended to read:

AB150,1568,6 180.1921 (2) The report shall show the address of this service corporation's principal office and the name and post-office address of each shareholder, director and officer of the service corporation and shall certify that, with the exceptions permitted in s. 180.1913, each shareholder, director and officer is licensed, certified, registered or otherwise legally authorized to render the same professional or other personal service in this state or is a health care professional. The service corporation shall prepare the report on forms prescribed and furnished by the secretary of state department, and the report shall contain no fiscal or other information except that expressly called for by this section. The secretary of state department shall forward report blanks by 1st class mail to every service corporation in good standing, at least 60 days before the date on which the service corporation is required by this section to file an annual report.

AB150, s. 4670 Section 4670. 180.1921 (4) of the statutes is amended to read:

AB150,1568,9 180.1921 (4) An annual report is effective on the date that it is filed by the office of the secretary of state department.

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

AB150,1568,11 181.02 (4m) "Department" means the department of revenue.

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

AB150,1568,20 181.06 (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, s. 4673 Section 4673. 181.07 (2) of the statutes is amended to read:

AB150,1569,5 181.07 (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, s. 4674 Section 4674. 181.07 (3) of the statutes is amended to read:

AB150,1569,14 181.07 (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, s. 4675 Section 4675. 181.07 (5) of the statutes is amended to read:

AB150,1569,20 181.07 (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, s. 4676 Section 4676. 181.08 of the statutes is amended to read:

AB150,1570,2 181.08 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, s. 4677 Section 4677. 181.09 (1) (intro.) of the statutes is amended to read:

AB150,1570,6 181.09 (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, s. 4678 Section 4678. 181.095 (1) (intro.) of the statutes is amended to read:

AB150,1570,9 181.095 (1) (intro.) A registered agent may resign by executing and filing with the secretary of state department a statement in duplicate setting forth:

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

AB150,1570,13 181.095 (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, s. 4680 Section 4680. 181.10 (3) of the statutes is amended to read:

AB150,1570,19 181.10 (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, s. 4681 Section 4681. 181.265 of the statutes is amended to read:

AB150,1570,25 181.265 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, s. 4682 Section 4682. 181.32 (1) of the statutes is amended to read:

AB150,1571,8 181.32 (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, s. 4683 Section 4683. 181.32 (2) of the statutes is amended to read:

AB150,1571,12 181.32 (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, s. 4684 Section 4684. 181.38 of the statutes is amended to read:

AB150,1571,16 181.38 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, s. 4685 Section 4685. 181.39 (2) of the statutes is amended to read:

AB150,1571,23 181.39 (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, s. 4686 Section 4686. 181.40 of the statutes is amended to read:

AB150,1572,8 181.40 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, s. 4687 Section 4687. 181.45 (2) of the statutes is amended to read:

AB150,1572,14 181.45 (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, s. 4688 Section 4688. 181.45 (3) of the statutes is amended to read:

AB150,1572,18 181.45 (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, s. 4689 Section 4689. 181.46 of the statutes is amended to read:

AB150,1573,6 181.46 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, s. 4690 Section 4690. 181.55 of the statutes is amended to read:

AB150,1573,13 181.55 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, s. 4691 Section 4691. 181.561 (intro.) of the statutes is amended to read:

AB150,1573,17 181.561 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, s. 4692 Section 4692. 181.561 (1) of the statutes is amended to read:

AB150,1573,20 181.561 (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, s. 4693 Section 4693. 181.561 (2) of the statutes is amended to read:

AB150,1573,23 181.561 (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, s. 4694 Section 4694. 181.561 (4) of the statutes is amended to read:

AB150,1574,3 181.561 (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, s. 4695 Section 4695. 181.562 (1) of the statutes is amended to read:

AB150,1574,8 181.562 (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.