SB176: Bill Text

SB176, s. 148 Section 148. 180.0403 (1) (c) of the statutes is amended to read:

SB176,47,11 180.0403 (1) (c) The registration expires December 31. The foreign corporation may renew its registration by delivering to the department secretary of state for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.

SB176, s. 149 Section 149. 180.0403 (2) of the statutes is amended to read:

SB176,47,20 180.0403 (2) A domestic corporation or a foreign corporation authorized to transact business in this state may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the department secretary of state for filing an application, executed by the domestic corporation or foreign corporation, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the corporate name or an application for an amended certificate of authority that changes the corporate name.

SB176, s. 150 Section 150. 180.0403 (3m) of the statutes is amended to read:

SB176,47,25 180.0403 (3m) A person who has the right to exclusive use of a registered name under sub. (1) or (2) may transfer the registration to another person by delivering to the department secretary of state a written and signed notice of the transfer that states the name and address of the transferee.

SB176, s. 151 Section 151. 180.0502 (1) (a) of the statutes is amended to read:

SB176,48,3 180.0502 (1) (a) Delivering to the department secretary of state for filing a statement of change.

SB176, s. 152 Section 152. 180.0502 (1) (c) of the statutes is amended to read:

SB176,48,8 180.0502 (1) (c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department secretary of state.

SB176, s. 153 Section 153. 180.0502 (3) of the statutes is amended to read:

SB176,48,15 180.0502 (3) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department secretary of state for filing a statement that complies with sub. (2) and recites that the corporation has been notified of the change.

SB176, s. 154 Section 154. 180.0503 (1) (intro.) of the statutes is amended to read:

SB176,48,19 180.0503 (1) (intro.) The registered agent of a corporation may resign by signing and delivering to the department secretary of state for filing a statement of resignation that includes all of the following information:

SB176, s. 155 Section 155. 180.0503 (2) of the statutes is amended to read:

SB176,48,22 180.0503 (2) After filing the statement, the department secretary of state shall mail a copy to the corporation at its principal office.

SB176, s. 156 Section 156. 180.0503 (3) (a) of the statutes is amended to read:

SB176,48,25 180.0503 (3) (a) Sixty days after the department secretary of state receives the statement of resignation for filing.

SB176, s. 157 Section 157. 180.0504 (3) (a) of the statutes is amended to read:

SB176,49,7 180.0504 (3) (a) Except as provided in par. (b), if the address of the corporation's principal office cannot be determined from the records held by the department secretary of state, 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 department secretary of state, is located.

SB176, s. 158 Section 158. 180.0504 (3) (b) of the statutes is amended to read:

SB176,49,13 180.0504 (3) (b) If a process, notice or demand is served by the department secretary of state on a corporation under s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the department secretary of state, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

SB176, s. 159 Section 159. 180.0602 (2) (intro.) of the statutes is amended to read:

SB176,49,18 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub. (1), the corporation shall deliver to the department secretary of state for filing articles of amendment, which are effective without shareholder action, that include all of the following information:

SB176, s. 160 Section 160. 180.0602 (3) of the statutes is amended to read:

SB176,50,4 180.0602 (3) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The corporation shall file with the department secretary of state revised articles of amendment that comply with sub. (2). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right, except by amendment of the articles of incorporation under s. 180.1003.

SB176, s. 161 Section 161. 180.0620 (1) (b) of the statutes is amended to read:

SB176,50,8 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the department secretary of state constitutes acceptance by the corporation of all existing subscriptions to its shares.

SB176, s. 162 Section 162. 180.0631 (3) (b) (intro.) of the statutes is amended to read:

SB176,50,17 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, except in the case of an investment company that has authorized an indefinite number of shares. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the department secretary of state for filing. The articles shall include all of the following information:

SB176, s. 163 Section 163. 180.0860 (1) of the statutes is amended to read:

SB176,50,24 180.0860 (1) Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the department secretary of state a statement that includes the names and addresses of all the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.

SB176, s. 164 Section 164. 180.0860 (2) of the statutes is amended to read:

SB176,51,3 180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the department secretary of state.

SB176, s. 165 Section 165. 180.1002 (4) of the statutes is amended to read:

SB176,51,7 180.1002 (4) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the department secretary of state.

SB176, s. 166 Section 166. 180.1006 (intro.) of the statutes is amended to read:

SB176,51,11 180.1006 Articles of amendment. (intro.) A corporation amending its articles of incorporation shall deliver to the department secretary of state for filing articles of amendment that include all of the following information:

SB176, s. 167 Section 167. 180.1007 (4) (intro.) of the statutes is amended to read:

SB176,51,16 180.1007 (4) (intro.) A corporation restating its articles of incorporation shall deliver to the department secretary of state for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:

SB176, s. 168 Section 168. 180.1008 (2) (intro.) of the statutes is amended to read:

SB176,51,20 180.1008 (2) (intro.)  The persons designated by the court shall deliver to the department secretary of state for filing articles of amendment that include all of the following information:

SB176, s. 169 Section 169. 180.1104 (4) of the statutes is amended to read:

SB176,51,25 180.1104 (4) The parent may not deliver articles of merger to the department secretary of state for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

SB176, s. 170 Section 170. 180.1105 (1) (intro.) of the statutes is amended to read:

SB176,52,6 180.1105 (1) (intro.)  Except as provided in s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the department secretary of state for filing articles of merger or share exchange setting forth all of the following:

SB176, s. 171 Section 171. 180.1107 (3) (a) of the statutes is amended to read:

SB176,52,13 180.1107 (3) (a) When a merger or share exchange under this section takes effect, the department secretary of state is the agent of the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation that is party to the merger or share exchange.

SB176, s. 172 Section 172. 180.1401 (2) (intro.) of the statutes is amended to read:

SB176,52,17 180.1401 (2) (intro.)  At any time after dissolution is authorized under sub. (1), the corporation may dissolve by delivering to the department secretary of state for filing articles of dissolution that include all of the following:

SB176, s. 173 Section 173. 180.1403 (1) (intro.) of the statutes is amended to read:

SB176,52,21 180.1403 (1) (intro.) At any time after dissolution is authorized under s. 180.1402, the corporation may dissolve by delivering to the department secretary of state for filing articles of dissolution that include all of the following:

SB176, s. 174 Section 174. 180.1404 (3) (intro.) of the statutes is amended to read:

SB176,53,2 180.1404 (3) (intro.)  After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following:

SB176, s. 175 Section 175. 180.1420 (intro.) of the statutes is amended to read:

SB176,53,6 180.1420 Grounds for administrative dissolution. (intro.) The department secretary of state may bring a proceeding under s. 180.1421 to administratively dissolve a corporation if any of the following occurs:

SB176, s. 176 Section 176. 180.1420 (1) of the statutes is amended to read:

SB176,53,9 180.1420 (1) The corporation does not pay, within one year after they are due, any fees or penalties due the department secretary of state under this chapter.

SB176, s. 177 Section 177. 180.1420 (2) of the statutes is amended to read:

SB176,53,12 180.1420 (2) The corporation does not have on file its annual report with the department secretary of state within one year after it is due.

SB176, s. 178 Section 178. 180.1420 (4) of the statutes is amended to read:

SB176,53,16 180.1420 (4) The corporation does not notify the department secretary of state 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.

SB176, s. 179 Section 179. 180.1421 (1) of the statutes is amended to read:

SB176,53,21 180.1421 (1) If the department secretary of state determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department secretary of state shall serve the corporation under s. 180.0504 with written notice of the determination.

SB176, s. 180 Section 180. 180.1421 (2) of the statutes is amended to read:

SB176,54,2 180.1421 (2) (a) Within 60 days after service of the notice is perfected under s. 180.0504, the corporation shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department secretary of state that each ground determined by the department secretary of state does not exist.

SB176,54,7 (b) If the corporation fails to satisfy par. (a), the department secretary of state shall administratively dissolve the corporation by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The department secretary of state shall file the original of the certificate and serve a copy on the corporation under s. 180.0504.

SB176, s. 181 Section 181. 180.1422 (1) (intro.) of the statutes is amended to read:

SB176,54,12 180.1422 (1) (intro.)  A corporation that is administratively dissolved may apply to the department secretary of state for reinstatement within 2 years after the later of January 1, 1991, or the effective date of dissolution. The application shall include all of the following:

SB176, s. 182 Section 182. 180.1422 (2) (a) (intro.) of the statutes is amended to read:

SB176,54,16 180.1422 (2) (a) (intro.) The department secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that complies with par. (b) if the department secretary of state determines all of the following:

SB176, s. 183 Section 183. 180.1422 (2) (a) 2. of the statutes is amended to read:

SB176,54,19 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the department secretary of state have been paid.

SB176, s. 184 Section 184. 180.1422 (2) (b) of the statutes is amended to read:

SB176,54,24 180.1422 (2) (b) The certificate of reinstatement shall state the department's secretary of state's determination under par. (a) and the effective date of reinstatement. The department secretary of state shall file the original of the certificate and return a copy to the corporation or its representative.

SB176, s. 185 Section 185. 180.1423 (1) of the statutes is amended to read:

SB176,55,4 180.1423 (1) If the department secretary of state denies a corporation's application for reinstatement under s. 180.1422, the department secretary of state shall serve the corporation under s. 180.0504 with a written notice that explains each reason for denial.

SB176, s. 186 Section 186. 180.1423 (2) of the statutes is amended to read:

SB176,55,12 180.1423 (2) The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's secretary of state's certificate of dissolution, the corporation's application for reinstatement and the department's secretary of state's notice of denial.

SB176, s. 187 Section 187. 180.1423 (3) of the statutes is amended to read:

SB176,55,16 180.1423 (3) The court may order the department secretary of state to reinstate the dissolved corporation or may take other action that the court considers appropriate.

SB176, s. 188 Section 188. 180.1433 (1) of the statutes is amended to read:

SB176,55,22 180.1433 (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the department secretary of state for filing.

SB176, s. 189 Section 189. 180.1501 (1) of the statutes is amended to read:

SB176,55,25 180.1501 (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department secretary of state.

SB176, s. 190 Section 190. 180.1502 (5) (b) of the statutes is amended to read:

SB176,56,6 180.1502 (5) (b) The foreign corporation shall pay the amount owed under par. (a) to the department secretary of state, and the department secretary of state may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation's obligation to pay to the department secretary of state any amount owed under this subsection.

SB176, s. 191 Section 191. 180.1503 (1) (intro.) of the statutes is amended to read:

SB176,56,11 180.1503 (1) (intro.)  A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department secretary of state for filing. The application shall set forth all of the following: