AB150, s. 4677 3Section 4677. 181.09 (1) (intro.) of the statutes is amended to read:
AB150,1570,64 181.09 (1) (intro.) A corporation may change its registered agent or the
5registered agent's address by executing and filing with the secretary of state
6department a statement setting forth:
AB150, s. 4678 7Section 4678. 181.095 (1) (intro.) of the statutes is amended to read:
AB150,1570,98 181.095 (1) (intro.) A registered agent may resign by executing and filing with
9the secretary of state department a statement in duplicate setting forth:
AB150, s. 4679 10Section 4679. 181.095 (3) of the statutes is amended to read:
AB150,1570,1311 181.095 (3) The secretary of state department shall note on one of the
12duplicates the date of filing and mail the same to the corporation at its principal office
13as shown by the statement filed.
AB150, s. 4680 14Section 4680. 181.10 (3) of the statutes is amended to read:
AB150,1570,1915 181.10 (3) If the address of the corporation's principal office cannot be
16determined from the records of the secretary of state held by the department, the
17corporation may be served by publishing a class 3 notice, under ch. 985, in the
18community where the corporation's principal office or registered office, as most
19recently designated in the records of the secretary of state department, is located.
AB150, s. 4681 20Section 4681. 181.265 of the statutes is amended to read:
AB150,1570,25 21181.265 Report of names and addresses of officers or directors.
22Whenever initial officers are selected, or changes are made in the principal officers
23or directors of a corporation, the corporation may file with the secretary of state
24department a report setting forth the names and addresses of all the principal
25officers or directors, or both if there have been changes in both.
AB150, s. 4682
1Section 4682. 181.32 (1) of the statutes is amended to read:
AB150,1571,82 181.32 (1) The articles of incorporation shall be filed and recorded as provided
3in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted
4to the secretary of state, who department. The department shall file one original in
5his or her office
and forward the other within 5 days to the register of deeds of the
6county in which the corporation's principal office is located for recording. On filing
7an original, the secretary of state department shall issue a certificate of
8incorporation.
AB150, s. 4683 9Section 4683. 181.32 (2) of the statutes is amended to read:
AB150,1571,1210 181.32 (2) Upon issuing a certificate of incorporation, the secretary of state
11department shall inform the corporation of the reporting requirements under s.
12440.42 for charitable organizations that solicit contributions.
AB150, s. 4684 13Section 4684. 181.38 of the statutes is amended to read:
AB150,1571,16 14181.38 Filing of articles of amendment. The articles of amendment shall
15be filed and recorded, and upon filing of the articles, the secretary of state
16department may issue a certificate of amendment.
AB150, s. 4685 17Section 4685. 181.39 (2) of the statutes is amended to read:
AB150,1571,2318 181.39 (2) Restated articles of incorporation shall be executed, filed and
19recorded in the manner prescribed in this chapter for articles of amendment and on
20filing shall supersede and take the place of the theretofore existing articles of
21incorporation and amendments thereto. The secretary of state department shall
22upon request certify a copy of the articles of incorporation, or the articles of
23incorporation as restated, or any amendments to either thereof.
AB150, s. 4686 24Section 4686. 181.40 of the statutes is amended to read:
AB150,1572,8
1181.40 Filing and recording court order under bankruptcy laws. The
2secretary of state department and the register of deeds shall upon delivery to them
3respectively file and record in the manner and places and upon payment of fees as
4provided in this chapter in respect to articles of amendment, duly certified copies of
5any order of a court of the United States in proceedings under the national
6bankruptcy laws, if such order effects an amendment to the articles of incorporation.
7It shall be the duty of the principal officers of such corporation to cause each such
8order to be so filed and recorded promptly after such order has become final.
AB150, s. 4687 9Section 4687. 181.45 (2) of the statutes is amended to read:
AB150,1572,1410 181.45 (2) Such articles of merger or consolidation shall be filed in the office
11of the secretary of state
with the department and shall be recorded in the offices of
12the registers of deeds of the counties of this state in which the respective corporations
13so consolidating or merging have their principal offices and in the county in which
14the surviving or new corporation is to have its principal office.
AB150, s. 4688 15Section 4688. 181.45 (3) of the statutes is amended to read:
AB150,1572,1816 181.45 (3) The certificate of merger or consolidation may be issued by the
17secretary of state department upon expiration of the period for filing a certificate of
18abandonment.
AB150, s. 4689 19Section 4689. 181.46 of the statutes is amended to read:
AB150,1573,6 20181.46 Effective date of merger or consolidation; abandonment. The
21merger or consolidation shall be effected upon the filing of the articles of merger or
22consolidation, or at such time within 31 days thereafter as is designated in said
23articles. If, after the filing of articles of merger or consolidation, the merger or
24consolidation is abandoned pursuant to provisions therefor set forth in the plan of
25merger or consolidation, there shall be executed by the president or a vice president

1and the secretary or an assistant secretary of each corporation, and shall be sealed
2with the corporate seal of each corporation, a certificate of abandonment setting forth
3the fact and date of such abandonment; and such certificate shall within 30 days of
4such abandonment be filed in the office of the secretary of state with the department
5and recorded in each office in which such articles of merger or consolidation were
6recorded.
AB150, s. 4690 7Section 4690. 181.55 of the statutes is amended to read:
AB150,1573,13 8181.55 Filing and recording of articles of dissolution and effect
9thereof.
The articles of dissolution shall be filed and recorded, and when the articles
10are filed the existence of the corporation shall cease, except for the purpose of suits,
11other proceedings and appropriate corporate action of members, directors and
12officers as provided in this chapter. Upon the filing of the articles, the secretary of
13state
department may issue a certificate of dissolution.
AB150, s. 4691 14Section 4691. 181.561 (intro.) of the statutes is amended to read:
AB150,1573,17 15181.561 Grounds for administrative dissolution. (intro.) The secretary
16of state
department may bring a proceeding under s. 181.562 to administratively
17dissolve a corporation if any of the following occurs:
AB150, s. 4692 18Section 4692. 181.561 (1) of the statutes is amended to read:
AB150,1573,2019 181.561 (1) The corporation does not pay, within one year after they are due,
20any fees or penalties due the secretary of state department under this chapter.
AB150, s. 4693 21Section 4693. 181.561 (2) of the statutes is amended to read:
AB150,1573,2322 181.561 (2) The corporation does not have on file its annual report with the
23secretary of state department within one year after it is due.
AB150, s. 4694 24Section 4694. 181.561 (4) of the statutes is amended to read:
AB150,1574,3
1181.561 (4) The corporation does not notify the secretary of state department
2within one year that its registered agent or registered office has been changed, that
3its registered agent has resigned or that its registered office has been discontinued.
AB150, s. 4695 4Section 4695. 181.562 (1) of the statutes is amended to read:
AB150,1574,85 181.562 (1) If the secretary of state department determines that one or more
6grounds exist under s. 181.561 for dissolving a corporation, the secretary of state
7department shall serve the corporation under s. 181.10 with written notice of his or
8her
the determination.
AB150, s. 4696 9Section 4696. 181.562 (2) (a) of the statutes is amended to read:
AB150,1574,1310 181.562 (2) (a) Within 60 days after service of the notice is perfected under s.
11181.10 (2), the corporation shall correct each ground for dissolution or demonstrate
12to the reasonable satisfaction of the secretary of state department that each ground
13determined by the secretary of state department does not exist.
AB150, s. 4697 14Section 4697. 181.562 (2) (b) of the statutes is amended to read:
AB150,1574,1915 181.562 (2) (b) If the corporation fails to satisfy par. (a), the secretary of state
16department shall administratively dissolve the corporation by signing issuing a
17certificate of dissolution that recites each ground for dissolution and its effective
18date. The secretary of state department shall file the original of the certificate and
19serve a copy on the corporation under s. 181.10.
AB150, s. 4698 20Section 4698. 181.563 (1) (intro.) of the statutes is amended to read:
AB150,1574,2421 181.563 (1) (intro.) A corporation that is administratively dissolved may apply
22to the secretary of state department for reinstatement within 2 years after the later
23of January 1, 1994, or the effective date of dissolution. The application shall include
24all of the following:
AB150, s. 4699 25Section 4699. 181.563 (2) (a) (intro.) of the statutes is amended to read:
AB150,1575,3
1181.563 (2) (a) (intro.) The secretary of state department shall cancel the
2certificate of dissolution and prepare a certificate of reinstatement that complies
3with par. (b) if the secretary of state department determines all of the following:
AB150, s. 4700 4Section 4700. 181.563 (2) (a) 2. of the statutes is amended to read:
AB150,1575,65 181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the
6secretary of state department have been paid.
AB150, s. 4701 7Section 4701. 181.563 (2) (b) of the statutes is amended to read:
AB150,1575,118 181.563 (2) (b) The certificate of reinstatement shall state the secretary of
9state's
department's determination under par. (a) and the effective date of
10reinstatement. The secretary of state department shall file the original of the
11certificate and serve a copy on the corporation under s. 181.10.
AB150, s. 4702 12Section 4702. 181.564 (1) of the statutes is amended to read:
AB150,1575,1613 181.564 (1) If the secretary of state department denies a corporation's
14application for reinstatement under s. 181.563, the secretary of state department
15shall serve the corporation under s. 181.10 with a written notice that explains each
16reason for denial.
AB150, s. 4703 17Section 4703. 181.564 (2) of the statutes is amended to read:
AB150,1575,2418 181.564 (2) The corporation may appeal the denial of reinstatement to the
19circuit court for the county where the corporation's principal office or, if none in this
20state, its registered office is located, within 30 days after service of the notice of denial
21is perfected. The corporation shall appeal by petitioning the court to set aside the
22dissolution and attaching to the petition copies of the secretary of state's
23department's certificate of dissolution, the corporation's application for
24reinstatement and the secretary of state's department's notice of denial.
AB150, s. 4704 25Section 4704. 181.564 (3) of the statutes is amended to read:
AB150,1576,3
1181.564 (3) The court may order the secretary of state department to reinstate
2the dissolved corporation or may take other action that the court considers
3appropriate.
AB150, s. 4705 4Section 4705. 181.63 of the statutes is amended to read:
AB150,1576,9 5181.63 Filing of decree of dissolution. In case the court enters a decree
6dissolving a corporation the clerk of such court shall cause a certified copy of the
7decree to be filed and recorded. Upon the filing of the decree the secretary of state
8department shall issue a certificate of dissolution. No fee shall be charged for such
9filing or recording.
AB150, s. 4706 10Section 4706. 181.651 (2) of the statutes is amended to read:
AB150,1576,1711 181.651 (2) The annual report shall be made on forms prescribed and furnished
12by the secretary of state department, and the information contained in the report
13shall be given as of the date of the execution of the report. It shall be executed by the
14corporation by its president, a vice president, secretary, assistant secretary, or
15treasurer, or, until the first election of officers, by one of its incorporators, or, if the
16corporation is in the hands of a receiver or trustee, it shall be executed on behalf of
17the corporation by such receiver or trustee.
AB150, s. 4707 18Section 4707. 181.651 (3) of the statutes is amended to read:
AB150,1576,2119 181.651 (3) The secretary of state department shall forward by 1st class mail
20a report form to every corporation in good standing not later than 60 days before the
21date on which the corporation is required by this chapter to file an annual report.
AB150, s. 4708 22Section 4708. 181.651 (5) of the statutes is amended to read:
AB150,1577,223 181.651 (5) A corporation shall deliver its annual report to the secretary of
24state
department in each year following the calendar year in which the corporation

1was incorporated, during the calendar year quarter in which the anniversary date
2of the incorporation occurs.
AB150, s. 4709 3Section 4709. 181.651 (6) of the statutes is amended to read:
AB150,1577,104 181.651 (6) If an annual report does not contain the information required by
5this section, the secretary of state department shall promptly notify the reporting
6corporation in writing and return the report to it for correction. The notice shall
7comply with s. 181.10. If the annual report is corrected to contain the information
8required by this section and delivered to the secretary of state department within 30
9days after the effective date of the notice determined under s. 181.10 (2), the annual
10report is timely filed.
AB150, s. 4710 11Section 4710. 181.651 (7) of the statutes is amended to read:
AB150,1577,1312 181.651 (7) An annual report is effective on the date that it is filed by the office
13of the secretary of state
department.
AB150, s. 4711 14Section 4711. 181.66 (2) of the statutes is amended to read:
AB150,1578,315 181.66 (2) A foreign corporation conducting its affairs or acquiring, holding or
16disposing of property in this state, shall by so doing be deemed to have thereby
17appointed the secretary of state department as its agent and representative upon
18whom any process, notice or demand may be served in any action or proceeding
19arising out of or relating to any affairs conducted or property acquired, held or
20disposed of within this state. Service of such process, notice or demand shall be made
21by serving a copy upon the secretary of state or by filing such copy in the secretary
22of state's office
department, and such service shall be sufficient service upon said
23foreign corporation, provided that notice of such service and a copy of the process,
24notice or demand are within 10 days thereafter sent by mail by the plaintiff to the
25defendant at its last-known address, and that the plaintiff's affidavit of compliance

1herewith is appended to the process, notice or demand. The secretary of state
2department shall keep a record of all such processes, notices and demands which
3shows the day and hour of service.
AB150, s. 4712 4Section 4712. 181.667 (intro.) of the statutes is amended to read:
AB150,1578,7 5181.667 Recording change of principal office. (intro.) If a document
6submitted to the secretary of state department for filing under this chapter changes
7the county of the corporation's principal office:
AB150, s. 4713 8Section 4713. 181.667 (1) of the statutes is amended to read:
AB150,1578,109 181.667 (1) An original of the document or a duplicate original endorsed
10certified by the secretary of state department shall be recorded in each county;
AB150, s. 4714 11Section 4714. 181.667 (3) of the statutes is amended to read:
AB150,1578,1412 181.667 (3) A certificate of the secretary of state prepared by the department
13listing the type and date of filing of recordable documents previously filed by the
14corporation shall be recorded in the county of the new principal office.
AB150, s. 4715 15Section 4715. 181.67 (1) (a) of the statutes is amended to read:
AB150,1578,1816 181.67 (1) (a) Separate originals of the document for the secretary of state
17department and for the register of deeds of each county in which the document is
18required to be recorded.
AB150, s. 4716 19Section 4716. 181.67 (1) (b) of the statutes is amended to read:
AB150,1578,2120 181.67 (1) (b) A check payable to the secretary of state department in the
21amount of the filing fee prescribed under s. 181.68.
AB150, s. 4717 22Section 4717. 181.67 (2) (a) of the statutes is amended to read:
AB150,1578,2523 181.67 (2) (a) Unless the document does not conform to law, the secretary of
24state
department shall endorse on mark each original "Filed" and the date of filing
25and shall file one original in his or her office.
AB150, s. 4718
1Section 4718. 181.67 (2) (b) of the statutes is amended to read:
AB150,1579,42 181.67 (2) (b) The secretary of state department shall forward to each register
3of deeds the check under sub. (1) (c) and an original document or duplicate endorsed
4certified by the secretary of state department, within 5 days of filing.
AB150, s. 4719 5Section 4719. 181.67 (3) (a) of the statutes is amended to read:
AB150,1579,106 181.67 (3) (a) Each week the secretary of state department shall forward to
7each register of deeds a listing of all documents received during the preceding week
8for filing and recording as required under this chapter. For each document, the
9listing shall specify the type of document, the name of the corporation, the name of
10the county of the corporation's principal office, and the date of filing.
AB150, s. 4720 11Section 4720. 181.67 (3) (b) of the statutes is amended to read:
AB150,1579,1412 181.67 (3) (b) The secretary of state department of revenue shall forward to the
13department of regulation and licensing the name and address of any corporation
14filing articles of incorporation under this chapter.
AB150, s. 4721 15Section 4721. 181.67 (4) of the statutes is amended to read:
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