SB176: Bill Text

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:

SB176, s. 192 Section 192. 180.1503 (1) (j) of the statutes is amended to read:

SB176,57,3 180.1503 (1) (j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The department secretary of state may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as the department secretary of state considers proper in order to determine the accuracy of the application submitted under this section.

SB176, s. 193 Section 193. 180.1504 (1) (intro.) of the statutes is amended to read:

SB176,57,7 180.1504 (1) (intro.)  A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department secretary of state if it changes any of the following:

SB176, s. 194 Section 194. 180.1506 (1) of the statutes is amended to read:

SB176,57,14 180.1506 (1) If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department secretary of state for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.

SB176, s. 195 Section 195. 180.1506 (2) (a) (intro.) of the statutes is amended to read:

SB176,57,18 180.1506 (2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department secretary of state from all of the following names:

SB176, s. 196 Section 196. 180.1506 (3) of the statutes is amended to read:

SB176,57,24 180.1506 (3) A foreign corporation may apply to the department secretary of state for authorization to use in this state a name that is not distinguishable upon the records of the department secretary of state from one or more of the names described in sub. (2). The department secretary of state shall authorize use of the name applied for if any of the following occurs:

SB176,58,6 (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department secretary of state to change its name to a name that is distinguishable upon the records of the department secretary of state from the name of the applicant.

SB176,58,9 (b) The applicant delivers to the department secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

SB176, s. 197 Section 197. 180.1508 (1) (intro.) of the statutes is amended to read:

SB176,58,14 180.1508 (1) (intro.) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department secretary of state for filing a statement of change that, except as provided in sub. (2), includes all of the following:

SB176, s. 198 Section 198. 180.1508 (2) of the statutes is amended to read:

SB176,58,22 180.1508 (2) 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 foreign corporation for which he or she is the registered agent by notifying the foreign 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 of change that complies with sub. (1) and recites that the foreign corporation has been notified of the change.

SB176, s. 199 Section 199. 180.1509 (1) (intro.) of the statutes is amended to read:

SB176,59,3 180.1509 (1) (intro.)  The registered agent of a foreign 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. 200 Section 200. 180.1509 (2) of the statutes is amended to read:

SB176,59,6 180.1509 (2) After filing the statement, the department secretary of state shall mail a copy to the foreign corporation at its principal office.

SB176, s. 201 Section 201. 180.1509 (3) (a) of the statutes is amended to read:

SB176,59,9 180.1509 (3) (a) Sixty days after the department secretary of state receives the statement of resignation for filing.

SB176, s. 202 Section 202. 180.1510 (4) (a) (intro.) of the statutes is amended to read:

SB176,59,15 180.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign corporation at its principal office as shown on the records of the department secretary of state, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

SB176, s. 203 Section 203. 180.1510 (4) (b) 1. of the statutes is amended to read:

SB176,59,22 180.1510 (4) (b) 1. Except as provided in subd. 2., if the address of the foreign corporation's principal office cannot be determined from the records of the department secretary of state, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the department secretary of state, is located.

SB176, s. 204 Section 204. 180.1510 (4) (b) 2. of the statutes is amended to read:

SB176,60,3 180.1510 (4) (b) 2. If a process, notice or demand is served by the department secretary of state on a foreign corporation under s. 180.1531 and the address of the foreign corporation's principal office cannot be determined from the records of the department secretary of state, the foreign corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

SB176, s. 205 Section 205. 180.1520 (1) of the statutes is amended to read:

SB176,60,7 180.1520 (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department secretary of state.

SB176, s. 206 Section 206. 180.1520 (2) (intro.) of the statutes is amended to read:

SB176,60,12 180.1520 (2) (intro.)  A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department secretary of state for filing. The application shall include all of the following: