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.
SB176, s. 165
4Section
165. 180.1002 (4) of the statutes is amended to read:
SB176,51,75
180.1002
(4) To delete the name and address of a former registered agent or
6registered office, if a statement of change is on file with the
department secretary of
7state.
SB176, s. 166
8Section
166. 180.1006 (intro.) of the statutes is amended to read:
SB176,51,11
9180.1006 Articles of amendment. (intro.) A corporation amending its
10articles of incorporation shall deliver to the
department secretary of state for filing
11articles of amendment that include all of the following information:
SB176, s. 167
12Section
167. 180.1007 (4) (intro.) of the statutes is amended to read:
SB176,51,1613
180.1007
(4) (intro.) A corporation restating its articles of incorporation shall
14deliver to the
department secretary of state for filing articles of restatement that
15include the name of the corporation and the text of the restated articles of
16incorporation together with a certificate including the following information:
SB176, s. 168
17Section
168. 180.1008 (2) (intro.) of the statutes is amended to read:
SB176,51,2018
180.1008
(2) (intro.) The persons designated by the court shall deliver to the
19department secretary of state for filing articles of amendment that include all of the
20following information:
SB176, s. 169
21Section
169. 180.1104 (4) of the statutes is amended to read:
SB176,51,2522
180.1104
(4) The parent may not deliver articles of merger to the
department 23secretary of state for filing until at least 30 days after the date on which it mailed a
24copy of the plan of merger to each shareholder of the subsidiary who did not waive
25the mailing requirement.
SB176, s. 170
1Section
170. 180.1105 (1) (intro.) of the statutes is amended to read:
SB176,52,62
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of
3merger or share exchange is approved by the shareholders, or adopted by the board
4of directors if shareholder approval is not required, the surviving or acquiring
5corporation shall deliver to the
department secretary of state for filing articles of
6merger or share exchange setting forth all of the following:
SB176, s. 171
7Section
171. 180.1107 (3) (a) of the statutes is amended to read:
SB176,52,138
180.1107
(3) (a) When a merger or share exchange under this section takes
9effect, the
department secretary of state is the agent of the surviving foreign
10corporation of a merger or the acquiring foreign corporation in a share exchange, for
11service of process in a proceeding to enforce any obligation or the rights of dissenting
12shareholders of each domestic corporation that is party to the merger or share
13exchange.
SB176, s. 172
14Section
172. 180.1401 (2) (intro.) of the statutes is amended to read:
SB176,52,1715
180.1401
(2) (intro.) At any time after dissolution is authorized under sub. (1),
16the corporation may dissolve by delivering to the
department secretary of state for
17filing articles of dissolution that include all of the following:
SB176, s. 173
18Section
173. 180.1403 (1) (intro.) of the statutes is amended to read:
SB176,52,2119
180.1403
(1) (intro.) At any time after dissolution is authorized under s.
20180.1402, the corporation may dissolve by delivering to the
department secretary of
21state for filing articles of dissolution that include all of the following:
SB176, s. 174
22Section
174. 180.1404 (3) (intro.) of the statutes is amended to read:
SB176,53,223
180.1404
(3) (intro.) After the revocation of dissolution is authorized, the
24corporation may revoke the dissolution by delivering to the
department secretary of
1state for filing articles of revocation of dissolution, together with a copy of its articles
2of dissolution, that include all of the following:
SB176, s. 175
3Section
175. 180.1420 (intro.) of the statutes is amended to read:
SB176,53,6
4180.1420 Grounds for administrative dissolution. (intro.) The
5department secretary of state may bring a proceeding under s. 180.1421 to
6administratively dissolve a corporation if any of the following occurs:
SB176, s. 176
7Section
176. 180.1420 (1) of the statutes is amended to read:
SB176,53,98
180.1420
(1) The corporation does not pay, within one year after they are due,
9any fees or penalties due the
department secretary of state under this chapter.
SB176, s. 177
10Section
177. 180.1420 (2) of the statutes is amended to read:
SB176,53,1211
180.1420
(2) The corporation does not have on file its annual report with the
12department secretary of state within one year after it is due.
SB176, s. 178
13Section
178. 180.1420 (4) of the statutes is amended to read:
SB176,53,1614
180.1420
(4) The corporation does not notify the
department secretary of state 15within one year that its registered agent or registered office has been changed, that
16its registered agent has resigned or that its registered office has been discontinued.
SB176, s. 179
17Section
179. 180.1421 (1) of the statutes is amended to read:
SB176,53,2118
180.1421
(1) If the
department secretary of state determines that one or more
19grounds exist under s. 180.1420 for dissolving a corporation, the
department 20secretary of state shall serve the corporation under s. 180.0504 with written notice
21of the determination.
SB176, s. 180
22Section
180. 180.1421 (2) of the statutes is amended to read:
SB176,54,223
180.1421
(2) (a) Within 60 days after service of the notice is perfected under
24s. 180.0504, the corporation shall correct each ground for dissolution or demonstrate
1to the reasonable satisfaction of the
department secretary of state that each ground
2determined by the
department secretary of state does not exist.
SB176,54,73
(b) If the corporation fails to satisfy par. (a), the
department secretary of state 4shall administratively dissolve the corporation by issuing a certificate of dissolution
5that recites each ground for dissolution and its effective date. The
department 6secretary of state shall file the original of the certificate and serve a copy on the
7corporation under s. 180.0504.
SB176, s. 181
8Section
181. 180.1422 (1) (intro.) of the statutes is amended to read:
SB176,54,129
180.1422
(1) (intro.) A corporation that is administratively dissolved may
10apply to the
department secretary of state for reinstatement within 2 years after the
11later of January 1, 1991, or the effective date of dissolution. The application shall
12include all of the following:
SB176, s. 182
13Section
182. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
SB176,54,1614
180.1422
(2) (a) (intro.) The
department secretary of state shall cancel the
15certificate of dissolution and prepare a certificate of reinstatement that complies
16with par. (b) if the
department secretary of state determines all of the following:
SB176, s. 183
17Section
183. 180.1422 (2) (a) 2. of the statutes is amended to read:
SB176,54,1918
180.1422
(2) (a) 2. That all fees and penalties owed by the corporation to the
19department secretary of state have been paid.
SB176, s. 184
20Section
184. 180.1422 (2) (b) of the statutes is amended to read:
SB176,54,2421
180.1422
(2) (b) The certificate of reinstatement shall state the
department's 22secretary of state's determination under par. (a) and the effective date of
23reinstatement. The
department secretary of state shall file the original of the
24certificate and return a copy to the corporation or its representative.
SB176, s. 185
25Section
185. 180.1423 (1) of the statutes is amended to read:
SB176,55,4
1180.1423
(1) If the
department
secretary of state denies a corporation's
2application for reinstatement under s. 180.1422, the
department secretary of state 3shall serve the corporation under s. 180.0504 with a written notice that explains each
4reason for denial.
SB176, s. 186
5Section
186. 180.1423 (2) of the statutes is amended to read:
SB176,55,126
180.1423
(2) The corporation may appeal the denial of reinstatement to the
7circuit court for the county where the corporation's principal office or, if none in this
8state, its registered office is located, within 30 days after service of the notice of denial
9is perfected. The corporation shall appeal by petitioning the court to set aside the
10dissolution and attaching to the petition copies of the
department's secretary of
11state's certificate of dissolution, the corporation's application for reinstatement and
12the
department's secretary of state's notice of denial.
SB176, s. 187
13Section
187. 180.1423 (3) of the statutes is amended to read:
SB176,55,1614
180.1423
(3) The court may order the
department secretary of state to reinstate
15the dissolved corporation or may take other action that the court considers
16appropriate.
SB176, s. 188
17Section
188. 180.1433 (1) of the statutes is amended to read:
SB176,55,2218
180.1433
(1) If after a hearing the court determines that one or more grounds
19for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving
20the corporation and specifying the effective date of the dissolution. The clerk of the
21court shall deliver a certified copy of the decree to the
department secretary of state 22for filing.
SB176, s. 189
23Section
189. 180.1501 (1) of the statutes is amended to read:
SB176,55,2524
180.1501
(1) A foreign corporation may not transact business in this state until
25it obtains a certificate of authority from the
department secretary of state.
SB176, s. 190
1Section
190. 180.1502 (5) (b) of the statutes is amended to read:
SB176,56,62
180.1502
(5) (b) The foreign corporation shall pay the amount owed under par.
3(a) to the
department secretary of state, and the
department secretary of state may
4not issue a certificate of authority to the foreign corporation until the amount owed
5is paid. The attorney general may enforce a foreign corporation's obligation to pay
6to the
department secretary of state any amount owed under this subsection.
SB176, s. 191
7Section
191. 180.1503 (1) (intro.) of the statutes is amended to read:
SB176,56,118
180.1503
(1) (intro.) A foreign corporation may apply for a certificate of
9authority to transact business in this state by delivering an application to the
10department secretary of state for filing. The application shall set forth all of the
11following:
SB176, s. 192
12Section
192. 180.1503 (1) (j) of the statutes is amended to read:
SB176,57,313
180.1503
(1) (j) The proportion of its capital which is represented in this state
14by its property to be located or to be acquired in this state and by its business to be
15transacted in this state. The proportion of capital employed in this state shall be
16computed by taking the estimate of the gross business of the foreign corporation to
17be transacted in this state in the following year and adding the same to the value of
18its property to be located or to be acquired in the state. The sum so obtained shall
19be the numerator of a fraction of which the denominator shall consist of the estimate
20of its total gross business for said year added to the value of its entire property. The
21fraction so obtained shall represent the proportion of the capital within the state.
22For the purposes of this section, the estimate of the business to be transacted and the
23property to be located or to be acquired in the state shall cover the period when it is
24estimated the foreign corporation will commence business in this state to and
25including December 31 of that year. The
department
secretary of state may demand,
1as a condition precedent to issuing a certificate of authority, such further information
2and statements as the
department secretary of state considers proper in order to
3determine the accuracy of the application submitted under this section.
SB176, s. 193
4Section
193. 180.1504 (1) (intro.) of the statutes is amended to read:
SB176,57,75
180.1504
(1) (intro.) A foreign corporation authorized to transact business in
6this state shall obtain an amended certificate of authority from the
department 7secretary of state if it changes any of the following:
SB176, s. 194
8Section
194. 180.1506 (1) of the statutes is amended to read:
SB176,57,149
180.1506
(1) If the corporate name of a foreign corporation is not available
10under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority
11to transact business in this state, may use a fictitious name to transact business in
12this state if it delivers to the
department secretary of state for filing a copy of the
13resolution of its board of directors, certified by any of its officers, adopting the
14fictitious name.
SB176, s. 195
15Section
195. 180.1506 (2) (a) (intro.) of the statutes is amended to read:
SB176,57,1816
180.1506
(2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate
17name, including a fictitious name, of a foreign corporation must be distinguishable
18upon the records of the
department secretary of state from all of the following names:
SB176, s. 196
19Section
196. 180.1506 (3) of the statutes is amended to read:
SB176,57,2420
180.1506
(3) A foreign corporation may apply to the
department secretary of
21state for authorization to use in this state a name that is not distinguishable upon
22the records of the
department secretary of state from one or more of the names
23described in sub. (2). The
department secretary of state shall authorize use of the
24name applied for if any of the following occurs:
SB176,58,6
1(a) The other foreign corporation or the domestic corporation, limited liability
2company, nonstock corporation, limited partnership, limited liability partnership or
3cooperative association consents to the use in writing and submits an undertaking
4in a form satisfactory to the
department secretary of state to change its name to a
5name that is distinguishable upon the records of the
department secretary of state 6from the name of the applicant.
SB176,58,97
(b) The applicant delivers to the
department secretary of state a certified copy
8of a final judgment of a court of competent jurisdiction establishing the applicant's
9right to use the name applied for in this state.
SB176, s. 197
10Section
197. 180.1508 (1) (intro.) of the statutes is amended to read:
SB176,58,1411
180.1508
(1) (intro.) A foreign corporation authorized to transact business in
12this state may change its registered office or registered agent, or both, by delivering
13to the
department secretary of state for filing a statement of change that, except as
14provided in sub. (2), includes all of the following:
SB176, s. 198
15Section
198. 180.1508 (2) of the statutes is amended to read:
SB176,58,2216
180.1508
(2) If a registered agent changes the street address of his or her
17business office, he or she may change the street address of the registered office of any
18foreign corporation for which he or she is the registered agent by notifying the foreign
19corporation in writing of the change and by signing, either manually or in facsimile,
20and delivering to the
department secretary of state for filing a statement of change
21that complies with sub. (1) and recites that the foreign corporation has been notified
22of the change.
SB176, s. 199
23Section
199. 180.1509 (1) (intro.) of the statutes is amended to read:
SB176,59,3
1180.1509
(1) (intro.) The registered agent of a foreign corporation may resign
2by signing and delivering to the
department secretary of state for filing a statement
3of resignation that includes all of the following information:
SB176, s. 200
4Section
200. 180.1509 (2) of the statutes is amended to read:
SB176,59,65
180.1509
(2) After filing the statement, the
department secretary of state shall
6mail a copy to the foreign corporation at its principal office.
SB176, s. 201
7Section
201. 180.1509 (3) (a) of the statutes is amended to read:
SB176,59,98
180.1509
(3) (a) Sixty days after the
department secretary of state receives the
9statement of resignation for filing.
SB176, s. 202
10Section
202. 180.1510 (4) (a) (intro.) of the statutes is amended to read:
SB176,59,1511
180.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
12(2) or (3), the foreign corporation may be served by registered or certified mail, return
13receipt requested, addressed to the foreign corporation at its principal office as
14shown on the records of the
department secretary of state, except as provided in par.
15(b). Service is perfected under this paragraph at the earliest of the following:
SB176, s. 203
16Section
203. 180.1510 (4) (b) 1. of the statutes is amended to read:
SB176,59,2217
180.1510
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
18corporation's principal office cannot be determined from the records of the
19department secretary of state, the foreign corporation may be served by publishing
20a class 3 notice, under ch. 985, in the community where the foreign corporation's
21principal office or registered office, as most recently designated in the records of the
22department secretary of state, is located.