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:
AB150,1579,1916 181.67 (4) A document required to be filed and recorded under this chapter is
17effective on filing with the secretary of state department, except as provided in s.
18181.46. An error or omission in recording the document or a certificate under s.
19181.667 (2) with a register of deeds does not affect its effectiveness.
AB150, s. 4722 20Section 4722. 181.67 (5) of the statutes is amended to read:
AB150,1579,2521 181.67 (5) A document filed with the secretary of state department under this
22chapter before May 7, 1982 is effective unless the records of the secretary of state
23department show that the document was recognized as ineffective because of a
24recording defect and the secretary of state department or the corporation acted in
25reliance on the ineffectiveness of the document.
AB150, s. 4723
1Section 4723. 181.67 (6) (a) (intro.) of the statutes is amended to read:
AB150,1580,32 181.67 (6) (a) (intro.) The secretary of state department may waive any of the
3following:
AB150, s. 4724 4Section 4724. 181.67 (6) (a) 2. of the statutes is amended to read:
AB150,1580,75 181.67 (6) (a) 2. An omission or defect in a document, if the secretary of state
6department determines from the face of the document that the omission or defect is
7immaterial.
AB150, s. 4725 8Section 4725. 181.68 (1) (intro.) of the statutes is amended to read:
AB150,1580,109 181.68 (1) (intro.)  The secretary of state department shall charge and collect
10for:
AB150, s. 4726 11Section 4726. 181.68 (1) (b) of the statutes is amended to read:
AB150,1580,1612 181.68 (1) (b) Filing articles of amendment, $25, except that no fee may be
13collected for an amendment showing only a change of address resulting from the
14action of a governmental agency if there is no corresponding change in physical
15location and if 2 copies of the notice of the action are submitted to the secretary of
16state
department;
AB150, s. 4727 17Section 4727. 181.68 (1) (e) of the statutes is amended to read:
AB150,1580,2318 181.68 (1) (e) Filing statement of change of registered agent or address of
19registered agent under s. 181.09 (1), or a statement of resignation of registered agent,
20$10, except that no fee may be collected for a change of address resulting from the
21action of a governmental agency if there is no corresponding change in physical
22location and if 2 copies of the notice of the action are submitted to the secretary of
23state
department;
AB150, s. 4728 24Section 4728. 181.68 (1) (f) of the statutes is amended to read:
AB150,1581,2
1181.68 (1) (f) Receiving service of any process, notice or demand authorized to
2be served on the secretary of state department by this chapter, $10;
AB150, s. 4729 3Section 4729. 181.68 (3) of the statutes is amended to read:
AB150,1581,94 181.68 (3) The secretary of state department shall not file any document
5relating to any corporation, domestic or foreign, organized under or subject to the
6provisions of this chapter, until all fees and charges provided to be paid in connection
7therewith shall have been paid to the secretary of state department or while the
8corporation is in default in the payment of any fees, charges or penalties herein
9provided to be paid by or assessed against it.
AB150, s. 4730 10Section 4730. 181.69 of the statutes is amended to read:
AB150,1581,18 11181.69 Penalties for false statements. Any officer or director or any other
12person who shall file or cause to be filed with the secretary of state department on
13behalf of any corporation subject to this chapter any certificate, report, statement,
14application or any other document required or permitted to be so filed under this
15chapter, known to such director, officer or other person to be false or misleading in
16any material respect shall be imprisoned in the Wisconsin state prisons not more
17than 3 years or in the county jail not more than one year or fined not more than
18$1,000.
AB150, s. 4731 19Section 4731. 181.73 (title) of the statutes is amended to read:
AB150,1581,20 20181.73 (title) Appeal from secretary of state department of revenue.
AB150, s. 4732 21Section 4732. 181.73 (1) of the statutes is amended to read:
AB150,1582,1022 181.73 (1) If the secretary of state department finds that any document
23required by this chapter to be filed in the secretary's office with the department does
24not conform to law, the secretary department shall, within 10 days after receipt of
25the document, give written notice of the secretary's decision to the person or

1corporation, domestic or foreign, delivering the document, specifying the reasons
2therefor. The decision shall be subject to such judicial proceedings as are provided
3by law, or such person or corporation, within 60 days after receipt of the notice of
4decision, may commence an action against the secretary of state department in the
5circuit court of Dane county by filing a summons and a complaint to set aside such
6finding. The proceedings shall be had as in other actions and the person or
7corporation shall receive a new trial on all issues relating to the secretary's
8department's decision. The trial shall be conducted by the court without a jury, and
9the court shall either sustain the action of the secretary of state department or direct
10the secretary department to take such action as the court deems proper.
AB150, s. 4733 11Section 4733. 181.74 of the statutes is amended to read:
AB150,1582,15 12181.74 (title) Forms to be furnished by secretary of state department of
13revenue
. (1) All reports required by this chapter to be filed in the office of the
14secretary of state
with the department shall be made on forms prescribed and
15furnished by the secretary of state department.
AB150,1582,20 16(2) The secretary of state department may provide such forms for other
17documents to be filed in the secretary of state's office with the department under this
18chapter as in that the secretary of state's judgment may be deemed department
19considers
necessary for such purpose but the use thereof, unless otherwise
20specifically prescribed in this chapter, shall not be mandatory.
AB150, s. 4734 21Section 4734. 182.031 (2) of the statutes is amended to read:
AB150,1583,322 182.031 (2) Powers; place of business. Every such corporation shall possess
23all the rights and powers conferred upon corporations by chs. 180 and 184. It may
24have its principal place of business without the state. If its principal place of business
25is outside the state, process in actions against it may be served as provided in s.

1180.1510 for service on a foreign stock corporation authorized to transact business
2in this state or upon the secretary of state department of revenue as provided in s.
3181.66 (2) for service upon a foreign nonprofit corporation.
AB150, s. 4735 4Section 4735. 182.34 (7) of the statutes is amended to read:
AB150,1584,75 182.34 (7) Tolls and license fees authorized under s. 182.33 (2) shall be so fixed
6and adjusted in respect of the aggregate of tolls of each turnpike project including
7any extension or section thereof in connection with which the bonds of any issue shall
8have been issued as to provide a fund sufficient with other revenue from such
9turnpike project or extensions or sections thereof, if any, to pay a) the cost of
10maintaining, repairing and operating such turnpike project or extension or section
11thereof, including the legal liabilities of the corporation, and b) the principal of and
12the interest on such bonds as the same shall become due and payable, and to create
13reserve for such purposes. Such tolls shall not be subject to supervision or regulation
14by any commission, board, bureau or agency of the state. The tolls and all other
15revenues derived from each turnpike project or extensions or sections in connection
16with which the bonds of any issue shall have been issued, except such part thereof
17as may be necessary to pay such costs of maintenance, repair and operation including
18the legal liabilities of the corporation, and to provide such reserves therefor as may
19be provided for in the resolution authorizing the issuance of such bonds or in the trust
20agreement securing the same, shall be set aside at such regular intervals as may be
21provided in such resolution or such trust agreement in a sinking fund which shall be
22pledged to and charged with, the payment of the principal of and the interest on such
23bonds as the same shall become due, and the redemption price and the purchase price
24of bonds retired by call or purchase as therein provided. Such pledge shall be valid
25and binding from the time when the pledge is made; the tolls or other revenues or

1other moneys so pledged and thereafter received by the corporation shall
2immediately be subject to the lien of such pledge without any physical delivery
3thereof, or further act, and the lien of any such pledge shall be valid and binding as
4against all parties having claims of any kind in tort, contract or otherwise against
5the corporation. All trust agreements and all resolutions relating thereto shall be
6filed in the office of the secretary of state with the department of revenue and
7recorded in the records of the corporation.
AB150, s. 4736 8Section 4736. 182.45 of the statutes is amended to read:
AB150,1584,15 9182.45 Reports. On or before the first day of February of each year, the
10corporation shall make an annual report of its activities for the preceding calendar
11year to the secretary of state department of revenue. Each such report shall set forth
12a complete operating and financial statement covering its operations during the
13year. The corporation shall cause an audit of its books to be made at least once each
14year by certified public accountants and the cost thereof may be treated as a part of
15the cost of the construction or of operations of the project.
AB150, s. 4737 16Section 4737. 183.0102 (3m) of the statutes is created to read:
AB150,1584,1717 183.0102 (3m) "Department" means the department of revenue.
AB150, s. 4738 18Section 4738. 183.0102 (17) of the statutes is amended to read:
AB150,1584,2019 183.0102 (17) "Organizer" means the person who signs and delivers the articles
20of organization for filing to the secretary of state department.
AB150, s. 4739 21Section 4739. 183.0103 (2) (intro.) of the statutes is amended to read:
AB150,1584,2422 183.0103 (2) (intro.) Except as provided in sub. (4), the name of a domestic
23limited liability company shall be distinguishable upon the records of the secretary
24of state
department from all of the following names:
AB150, s. 4740 25Section 4740. 183.0103 (4) (intro.) of the statutes is amended to read:
AB150,1585,5
1183.0103 (4) (intro.) A limited liability company may apply to the secretary of
2state
department for authorization to use a name that is not distinguishable upon
3the records of the secretary of state department from one or more of the names
4described in sub. (2) (a) to (c). The secretary of state department shall authorize use
5of the name applied for if any of the following occurs:
AB150, s. 4741 6Section 4741. 183.0103 (4) (a) of the statutes is amended to read:
AB150,1585,117 183.0103 (4) (a) The other limited liability company, corporation, nonstock
8corporation, limited partnership or cooperative association consents to the use in
9writing and submits an undertaking in a form satisfactory to the secretary of state
10department to change its name to a name that is distinguishable upon the records
11of the secretary of state department from the name of the applicant.
AB150, s. 4742 12Section 4742. 183.0103 (4) (b) of the statutes is amended to read:
AB150,1585,1513 183.0103 (4) (b) The applicant delivers to the secretary of state department a
14certified copy of a final judgment of a court of competent jurisdiction establishing the
15applicant's right to use the name applied for in this state.
AB150, s. 4743 16Section 4743. 183.0104 (1) of the statutes is amended to read:
AB150,1586,417 183.0104 (1) A person may reserve the exclusive use of a limited liability
18company name, including a fictitious name for a foreign limited liability company
19whose name is not available, by delivering an application to the secretary of state
20department for filing or by making a telephone application. The application shall
21include the applicant's name and address and the name proposed to be reserved. If
22the secretary of state department finds that the name applied for under this
23subsection is available, the secretary of state department shall reserve the name for
24the applicant's exclusive use for a 120-day period, which may be renewed by the
25applicant or a transferee under sub. (2) from time to time. If an application to reserve

1a name or to renew a reserved name is made by telephone, the secretary of state
2department shall cancel the reservation or renewal if the secretary of state
3department does not receive the fee required under s. 183.0114 (1) (e) or (f) within
410 business days after the day on which the application is made.
AB150, s. 4744 5Section 4744. 183.0104 (2) of the statutes is amended to read:
AB150,1586,96 183.0104 (2) A person who has the right to exclusive use of a reserved name
7under sub. (1) may transfer the reservation to another person by delivering to the
8secretary of state department a written and signed notice of the transfer that states
9the name and address of the transferee.
AB150, s. 4745 10Section 4745. 183.0104 (3) (a) of the statutes is amended to read:
AB150,1586,1511 183.0104 (3) (a) A foreign limited liability company may register its name if the
12name is distinguishable upon the records of the secretary of state department from
13the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability
14company delivers to the secretary of state department for filing an application
15complying with par. (b).
AB150, s. 4746 16Section 4746. 183.0104 (3) (c) of the statutes is amended to read:
AB150,1586,2117 183.0104 (3) (c) The registration expires annually on December 31. A foreign
18limited liability company may renew its registration by delivering to the secretary
19of state
department for filing a renewal application, which complies with par. (b),
20between October 1 and December 31 of each year that the registration is in effect.
21The renewal application when filed renews the registration for the next year.
AB150, s. 4747 22Section 4747. 183.0105 (2) (a) of the statutes is amended to read:
AB150,1586,2423 183.0105 (2) (a) Delivering to the secretary of state department for filing a
24statement of change.
AB150, s. 4748 25Section 4748. 183.0105 (2) (c) of the statutes is created to read:
AB150,1587,4
1183.0105 (2) (c) Including the name of its registered agent and the street
2address of its registered office, as changed, in its annual report under s. 183.0120.
3A change under this paragraph is effective on the date the annual report is filed by
4the office of the secretary of state.
AB150, s. 4749 5Section 4749. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin
6Act .... (this act), is amended to read:
AB150,1587,107 183.0105 (2) (c) Including the name of its registered agent and the street
8address of its registered office, as changed, in its annual report under s. 183.0120.
9A change under this paragraph is effective on the date the annual report is filed by
10the office of the secretary of state department.
AB150, s. 4750 11Section 4750. 183.0105 (4) of the statutes is amended to read:
AB150,1587,1812 183.0105 (4) If a registered agent changes the street address of the registered
13agent's business office, the registered agent may change the street address of the
14registered office of any limited liability company for which that person is the
15registered agent by notifying the limited liability company in writing of the change
16and by signing, either manually or in facsimile, and delivering to the secretary of
17state
department for filing a statement that complies with sub. (3) and recites that
18the limited liability company has been notified of the change.
AB150, s. 4751 19Section 4751. 183.0105 (5) (intro.) of the statutes is amended to read:
AB150,1587,2220 183.0105 (5) (intro.) The registered agent of a limited liability company may
21resign as registered agent by delivering to the secretary of state department for filing
22a written statement that includes all of the following information:
AB150, s. 4752 23Section 4752. 183.0105 (6) of the statutes is amended to read:
AB150,1588,3
1183.0105 (6) After filing the statement required under sub. (5), the secretary
2of state
department shall mail a copy of the statement to the limited liability
3company at its principal office.
AB150, s. 4753 4Section 4753. 183.0105 (8) (c) of the statutes is renumbered 183.0105 (8) (c)
51. and amended to read:
AB150,1588,116 183.0105 (8) (c) 1. If Except as provided in subd. 2., if the address of the limited
7liability company's principal office cannot be determined from the records of the
8secretary of state, the limited liability company may be served by publishing a class
93 notice, under ch. 985, in the community where the limited liability company's
10registered office, as most recently designated in the records of the secretary of state,
11is located.
AB150, s. 4754 12Section 4754. 183.0105 (8) (c) 1. of the statutes, as affected by 1995 Wisconsin
13Act .... (this act), is amended to read:
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