SB176, s. 122 18Section 122. 180.0124 (1) of the statutes is amended to read:
SB176,40,2319 180.0124 (1) A domestic corporation or foreign corporation may correct a
20document that is filed by the department secretary of state before, on or after
21January 1, 1991, if the document contains a statement that was incorrect at the time
22of filing or was defectively executed, including defects in any attestation, seal,
23verification or acknowledgment.
SB176, s. 123 24Section 123. 180.0124 (2) (intro.) of the statutes is amended to read:
SB176,41,3
1180.0124 (2) (intro.) To correct a document under sub. (1), a domestic
2corporation or foreign corporation shall prepare and deliver to the department
3secretary of state for filing articles of correction that satisfy all of the following:
SB176, s. 124 4Section 124. 180.0125 (title) of the statutes is amended to read:
SB176,41,6 5180.0125 (title) Filing duty of department of financial institutions
6secretary of state.
SB176, s. 125 7Section 125. 180.0125 (1) of the statutes is amended to read:
SB176,41,138 180.0125 (1) Upon receipt of a document by the department office of the
9secretary of state
for filing, the department secretary of state shall stamp or
10otherwise endorse the date and time of receipt on the original, the document copy
11and, upon request, any additional document copy received. The department
12secretary of state shall return any additional document copy to the person delivering
13it, as confirmation of the date and time of receipt.
SB176, s. 126 14Section 126. 180.0125 (2) (a) of the statutes is amended to read:
SB176,41,2115 180.0125 (2) (a) Except as provided in par. (b), if a document satisfies s.
16180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2)
17or 180.1506 (1) and (2), the department secretary of state shall file the document by
18stamping or otherwise endorsing "Filed", together with the department secretary of
19state's
name, on both the original and the document copy. After filing a document,
20the department secretary of state shall deliver the document copy to the domestic
21corporation or foreign corporation, or its representative.
SB176, s. 127 22Section 127. 180.0125 (2) (b) of the statutes is amended to read:
SB176,42,223 180.0125 (2) (b) If a domestic corporation or foreign corporation is in default
24in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the
25department secretary of state shall refuse to file any document relating to the

1domestic corporation or foreign corporation until all delinquent fees are paid by the
2domestic corporation or foreign corporation.
SB176, s. 128 3Section 128. 180.0125 (3) (a) of the statutes is amended to read:
SB176,42,84 180.0125 (3) (a) If the department secretary of state refuses to file a document,
5the department secretary of state shall return it to the domestic corporation or
6foreign corporation, or its representative, within 5 business days after the document
7was received by the department secretary of state for filing, together with a brief,
8written explanation of the reason for the refusal.
SB176, s. 129 9Section 129. 180.0125 (3) (b) of the statutes is amended to read:
SB176,42,1210 180.0125 (3) (b) The department's secretary of state's failure to either file or
11return a document within 5 business days after it was received constitutes a refusal
12to file the document.
SB176, s. 130 13Section 130. 180.0125 (3) (c) of the statutes is amended to read:
SB176,42,2114 180.0125 (3) (c) Except as provided in s. 180.0124 (3), if a document that had
15been refused for filing by the department secretary of state is resubmitted and filed
16by the department secretary of state, the effective date of the filed document under
17s. 180.0123 is the date that the resubmitted document is received by the department
18office of the secretary of state for filing or a delayed effective date specified in the
19resubmitted document in accordance with s. 180.0123 (2). The effective time of the
20resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
21is applicable.
SB176, s. 131 22Section 131. 180.0125 (4) (intro.) of the statutes is amended to read:
SB176,42,2523 180.0125 (4) (intro.) Except as provided in s. 180.0203 (2), the department's
24secretary of state's filing of a document or refusal to file a document does not do any
25of the following:
SB176, s. 132
1Section 132. 180.0126 of the statutes is amended to read:
SB176,43,11 2180.0126 (title) Appeal from department of financial institutions'
3secretary of state's refusal to file document. (1) If the department secretary
4of state
refuses to file a document received by his or her office for filing, the domestic
5corporation or foreign corporation may appeal the refusal by filing a petition in
6circuit court to compel the department secretary of state to file the document. The
7domestic corporation or foreign corporation shall file the petition in the circuit court
8for the county where the domestic corporation's or foreign corporation's principal
9office or, if none in this state, its registered office is or will be located. The domestic
10corporation or foreign corporation shall attach to the petition the document and any
11explanation by the department secretary of state of the reasons for the refusal to file.
SB176,43,17 12(2) The domestic corporation or foreign corporation shall file the petition under
13sub. (1) within 30 days after the department secretary of state returns the document
14under s. 180.0125 (3) (a). If the department secretary of state does not return the
15document within the period specified in s. 180.0125 (3) (b), the domestic corporation
16or foreign corporation shall file the petition within 30 days after the period specified
17in s. 180.0125 (3) (b) expires.
SB176,43,20 18(3) The court may summarily order the department secretary of state to file the
19document or take other action that the court considers appropriate. The court's final
20decision may be appealed as in other civil proceedings.
SB176, s. 133 21Section 133. 180.0127 of the statutes is amended to read:
SB176,43,24 22180.0127 Evidentiary effect of copy of filed document. A certified copy
23of a document filed by the department secretary of state is conclusive evidence that
24the original document is on file with the department secretary of state.
SB176, s. 134 25Section 134. 180.0128 (1) of the statutes is amended to read:
SB176,44,2
1180.0128 (1) Any person may obtain from the department secretary of state,
2upon request, a certificate of status for a domestic corporation or foreign corporation.
SB176, s. 135 3Section 135. 180.0128 (2) (b) 3. of the statutes is amended to read:
SB176,44,64 180.0128 (2) (b) 3. The domestic corporation or foreign corporation has, during
5its most recently completed report year, filed with the department secretary of state
6an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
SB176, s. 136 7Section 136. 180.0128 (3) of the statutes is amended to read:
SB176,44,98 180.0128 (3) The certificate of status may include other facts of record in the
9department secretary of state that are requested.
SB176, s. 137 10Section 137. 180.0128 (4) of the statutes is amended to read:
SB176,44,1511 180.0128 (4) Upon request, the department secretary of state shall issue, by
12telegraph, teletype, facsimile or other form of wire or wireless communication, a
13statement of status, which shall contain the information required in a certificate of
14status under sub. (2) and may contain any other information permitted under sub.
15(3).
SB176, s. 138 16Section 138. 180.0128 (5) of the statutes is amended to read:
SB176,44,2017 180.0128 (5) Subject to any qualification stated in a certificate or statement of
18status issued by the department secretary of state, the certificate or statement is
19conclusive evidence that the domestic corporation or foreign corporation is in
20existence or is authorized to transact business in this state.
SB176, s. 139 21Section 139. 180.0128 (6) of the statutes is amended to read:
SB176,44,2522 180.0128 (6) Upon request by telephone or otherwise, the department
23secretary of state shall confirm, by telephone, any of the information required in a
24certificate of status under sub. (2) and may confirm any other information permitted
25under sub. (3).
SB176, s. 140
1Section 140. 180.0129 (1) of the statutes is amended to read:
SB176,45,52 180.0129 (1) A person may not sign a document with intent that it be delivered
3to the department secretary of state for filing or deliver, or cause to be delivered, a
4document to the department secretary of state for filing, if the person knows that the
5document is false in any material respect at the time of its delivery.
SB176, s. 141 6Section 141. 180.0203 (2) of the statutes is amended to read:
SB176,45,107 180.0203 (2) The department's secretary of state's filing of the articles of
8incorporation is conclusive proof that the corporation is incorporated under this
9chapter, except in a proceeding by the state to cancel or revoke the incorporation or
10involuntarily dissolve the corporation.
SB176, s. 142 11Section 142. 180.0401 (2) (a) (intro.) of the statutes is amended to read:
SB176,45,1412 180.0401 (2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate
13name of a domestic corporation must be distinguishable upon the records of the
14department secretary of state from all of the following names:
SB176, s. 143 15Section 143. 180.0401 (3) (intro.) of the statutes is amended to read:
SB176,45,2016 180.0401 (3) (intro.) A corporation may apply to the department secretary of
17state
for authorization to use a name that is not distinguishable upon the records of
18the department secretary of state from one or more of the names described in sub.
19(2). The department secretary of state shall authorize use of the name applied for
20if any of the following occurs:
SB176, s. 144 21Section 144. 180.0401 (3) (a) of the statutes is amended to read:
SB176,46,222 180.0401 (3) (a) The other corporation or the foreign corporation, limited
23liability company, nonstock corporation, limited partnership, limited liability
24partnership or cooperative association consents to the use in writing and submits an
25undertaking in a form satisfactory to the department secretary of state to change its

1name to a name that is distinguishable upon the records of the department secretary
2of state
from the name of the applicant.
SB176, s. 145 3Section 145. 180.0401 (3) (b) of the statutes is amended to read:
SB176,46,64 180.0401 (3) (b) The applicant delivers to the department secretary of state a
5certified copy of a final judgment of a court of competent jurisdiction establishing the
6applicant's right to use the name applied for in this state.
SB176, s. 146 7Section 146. 180.0402 of the statutes is amended to read:
SB176,46,20 8180.0402 Reserved name. (1) A person may reserve the exclusive use of a
9corporate name, including a fictitious name for a foreign corporation whose corporate
10name is not available, by delivering an application to the department secretary of
11state
for filing or by making a telephone application. The application shall include
12the name and address of the applicant and the name proposed to be reserved. If the
13department secretary of state finds that the corporate name applied for under this
14subsection is available, the department secretary of state shall reserve the name for
15the applicant's exclusive use for a 120-day period, which may be renewed by the
16applicant or a transferee under sub. (2) from time to time. If an application to reserve
17a name or to renew a reserved name is made by telephone, the department secretary
18of state
shall cancel the reservation or renewal if the department secretary of state
19does not receive the fee required under s. 180.0122 (1) (e) or (f) within 15 business
20days after the application is made.
SB176,46,24 21(2) A person who has the right to exclusive use of a reserved corporate name
22under sub. (1) may transfer the reservation to another person by delivering to the
23department secretary of state a written and signed notice of the transfer that states
24the name and address of the transferee.
SB176, s. 147 25Section 147. 180.0403 (1) (a) of the statutes is amended to read:
SB176,47,5
1180.0403 (1) (a) A foreign corporation may register its corporate name if the
2name is distinguishable upon the records of the department secretary of state from
3the names described in s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation
4delivers to the department secretary of state for filing an application complying with
5par. (b).
SB176, s. 148 6Section 148. 180.0403 (1) (c) of the statutes is amended to read:
SB176,47,117 180.0403 (1) (c) The registration expires December 31. The foreign corporation
8may renew its registration by delivering to the department secretary of state for
9filing a renewal application, which complies with par. (b), between October 1 and
10December 31 of each year that the registration is in effect. The renewal application
11when filed renews the registration for the next year.
SB176, s. 149 12Section 149. 180.0403 (2) of the statutes is amended to read:
SB176,47,2013 180.0403 (2) A domestic corporation or a foreign corporation authorized to
14transact business in this state may, upon merger, change of name or dissolution,
15register its corporate name for no more than 10 years by delivering to the department
16secretary of state for filing an application, executed by the domestic corporation or
17foreign corporation, simultaneously with the delivery for filing of the articles of
18merger or dissolution, the articles of amendment or restated articles that change the
19corporate name or an application for an amended certificate of authority that
20changes the corporate name.
SB176, s. 150 21Section 150. 180.0403 (3m) of the statutes is amended to read:
SB176,47,2522 180.0403 (3m) A person who has the right to exclusive use of a registered name
23under sub. (1) or (2) may transfer the registration to another person by delivering to
24the department secretary of state a written and signed notice of the transfer that
25states the name and address of the transferee.
SB176, s. 151
1Section 151. 180.0502 (1) (a) of the statutes is amended to read:
SB176,48,32 180.0502 (1) (a) Delivering to the department secretary of state for filing a
3statement of change.
SB176, s. 152 4Section 152. 180.0502 (1) (c) of the statutes is amended to read:
SB176,48,85 180.0502 (1) (c) If a domestic corporation, including the name of its registered
6agent and the street address of its registered office, as changed, in its annual report
7under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date
8the annual report is filed by the department secretary of state.
SB176, s. 153 9Section 153. 180.0502 (3) of the statutes is amended to read:
SB176,48,1510 180.0502 (3) If a registered agent changes the street address of his or her
11business office, he or she may change the street address of the registered office of any
12corporation for which he or she is the registered agent by notifying the corporation
13in writing of the change and by signing, either manually or in facsimile, and
14delivering to the department secretary of state for filing a statement that complies
15with sub. (2) and recites that the corporation has been notified of the change.
SB176, s. 154 16Section 154. 180.0503 (1) (intro.) of the statutes is amended to read:
SB176,48,1917 180.0503 (1) (intro.) The registered agent of a corporation may resign by
18signing and delivering to the department secretary of state for filing a statement of
19resignation that includes all of the following information:
SB176, s. 155 20Section 155. 180.0503 (2) of the statutes is amended to read:
SB176,48,2221 180.0503 (2) After filing the statement, the department secretary of state shall
22mail a copy to the corporation at its principal office.
SB176, s. 156 23Section 156. 180.0503 (3) (a) of the statutes is amended to read:
SB176,48,2524 180.0503 (3) (a) Sixty days after the department secretary of state receives the
25statement of resignation for filing.
SB176, s. 157
1Section 157. 180.0504 (3) (a) of the statutes is amended to read:
SB176,49,72 180.0504 (3) (a) Except as provided in par. (b), if the address of the corporation's
3principal office cannot be determined from the records held by the department
4secretary of state, the corporation may be served by publishing a class 3 notice, under
5ch. 985, in the community where the corporation's principal office or registered office,
6as most recently designated in the records of the department secretary of state, is
7located.
SB176, s. 158 8Section 158. 180.0504 (3) (b) of the statutes is amended to read:
SB176,49,139 180.0504 (3) (b) If a process, notice or demand is served by the department
10secretary of state on a corporation under s. 180.1421 and the address of the
11corporation's principal office cannot be determined from the records of the
12department secretary of state, the corporation may be served by publishing a class
132 notice, under ch. 985, in the official state newspaper.
SB176, s. 159 14Section 159. 180.0602 (2) (intro.) of the statutes is amended to read:
SB176,49,1815 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub.
16(1), the corporation shall deliver to the department secretary of state for filing
17articles of amendment, which are effective without shareholder action, that include
18all of the following information:
SB176, s. 160 19Section 160. 180.0602 (3) of the statutes is amended to read:
SB176,50,420 180.0602 (3) After the articles of amendment are filed under sub. (2) and before
21the corporation issues any shares of the class or series that is the subject of the
22articles of amendment, the board of directors may alter or revoke any preferences,
23limitations or relative rights described in the articles of amendment, by adopting
24another resolution appropriate for that purpose. The corporation shall file with the
25department secretary of state revised articles of amendment that comply with sub.

1(2). A preference, limitation or relative right may not be altered or revoked after the
2issuance of any shares of the class or series that are subject to the preference,
3limitation or relative right, except by amendment of the articles of incorporation
4under s. 180.1003.
SB176, s. 161 5Section 161. 180.0620 (1) (b) of the statutes is amended to read:
SB176,50,86 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the
7filing of the articles of incorporation by the department secretary of state constitutes
8acceptance by the corporation of all existing subscriptions to its shares.
SB176, s. 162 9Section 162. 180.0631 (3) (b) (intro.) of the statutes is amended to read:
SB176,50,1710 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance
11of acquired shares, the number of authorized shares is reduced by the number of
12shares acquired by the corporation, effective upon amendment of the articles of
13incorporation, except in the case of an investment company that has authorized an
14indefinite number of shares. The board of directors may adopt articles of amendment
15under this paragraph without shareholder action and deliver them to the
16department secretary of state for filing. The articles shall include all of the following
17information:
SB176, s. 163 18Section 163. 180.0860 (1) of the statutes is amended to read:
SB176,50,2419 180.0860 (1) Whenever initial directors and principal officers are selected, or
20changes are made in the directors or principal officers of a corporation, the
21corporation may file with the department secretary of state a statement that
22includes the names and addresses of all the directors or principal officers, or both if
23there have been changes in both. The information in the statement shall be current
24as of the date on which the statement is signed on behalf of the corporation.
SB176, s. 164 25Section 164. 180.0860 (2) of the statutes is amended to read:
SB176,51,3
1180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who
2resigns under s. 180.0843 (1) may file a copy of the resignation notice with the
3department secretary of state.
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