SB176: Bill Text

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:

SB176, s. 207 Section 207. 180.1520 (2) (e) of the statutes is amended to read:

SB176,60,15 180.1520 (2) (e) A commitment to notify the department secretary of state in the future of any change in the mailing address of its principal office.

SB176, s. 208 Section 208. 180.1530 (1) (intro.) of the statutes is amended to read:

SB176,60,20 180.1530 (1) (intro.)  Except as provided in sub. (1m), the department secretary of state may bring a proceeding under s. 180.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:

SB176, s. 209 Section 209. 180.1530 (1) (a) of the statutes is amended to read:

SB176,60,23 180.1530 (1) (a) The foreign corporation fails to file its annual report with the department secretary of state within 4 months after it is due.

SB176, s. 210 Section 210. 180.1530 (1) (b) of the statutes is amended to read:

SB176,61,3 180.1530 (1) (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department secretary of state under this chapter.

SB176, s. 211 Section 211. 180.1530 (1) (d) of the statutes is amended to read:

SB176,61,9 180.1530 (1) (d) The foreign corporation does not inform the department secretary of state under s. 180.1508 or 180.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

SB176, s. 212 Section 212. 180.1530 (1) (f) of the statutes is amended to read:

SB176,61,15 180.1530 (1) (f) The department secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

SB176, s. 213 Section 213. 180.1530 (1m) of the statutes is amended to read:

SB176,61,21 180.1530 (1m) If the department secretary of state receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department secretary of state shall issue a certificate of revocation under s. 180.1531 (2) (b).

SB176, s. 214 Section 214. 180.1530 (2) of the statutes is amended to read:

SB176,62,2 180.1530 (2) A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department secretary of state of the action, and the department secretary of state shall issue a certificate of revocation under s. 180.1531 (2) (b).

SB176, s. 215 Section 215. 180.1531 (1) of the statutes is amended to read:

SB176,62,7 180.1531 (1) If the department secretary of state determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department secretary of state shall serve the foreign corporation under s. 180.1510 with written notice of the determination.

SB176, s. 216 Section 216. 180.1531 (2) (a) of the statutes is amended to read:

SB176,62,12 180.1531 (2) (a) Within 60 days after service of the notice is perfected under s. 180.1510, the foreign corporation shall correct each ground for revocation 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, s. 217 Section 217. 180.1531 (2) (b) of the statutes is amended to read:

SB176,62,18 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the department secretary of state may revoke the foreign corporation's certificate of authority by issuing a certificate of revocation that recites each ground for revocation and its effective date. The department secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under s. 180.1510.

SB176, s. 218 Section 218. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:

SB176,62,24 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked after December 31, 1991, the department secretary of state shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

SB176, s. 219 Section 219. 180.1531 (2) (c) 1. b. of the statutes is amended to read:

SB176,63,2 180.1531 (2) (c) 1. b. Pays any fees or penalties due the department secretary of state under s. 180.1502 (5) (a) or $5,000, whichever is less.

SB176, s. 220 Section 220. 180.1531 (4) of the statutes is amended to read:

SB176,63,9 180.1531 (4) If the department secretary of state or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under s. 180.1510 (3) and (4) or the foreign corporation's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

SB176, s. 221 Section 221. 180.1532 (1) of the statutes is amended to read:

SB176,63,18 180.1532 (1) A foreign corporation may appeal the department's secretary of state's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 180.1510. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's secretary of state's certificate of revocation.

SB176, s. 222 Section 222. 180.1532 (2) of the statutes is amended to read:

SB176,63,22 180.1532 (2) The court may order the department secretary of state to reinstate the certificate of authority or may take any other action that the court considers appropriate.

SB176, s. 223 Section 223. 180.1622 (title) of the statutes is amended to read:

SB176,63,25 180.1622 (title) Annual report for department of financial institutions secretary of state.

SB176, s. 224 Section 224. 180.1622 (1) (intro.) of the statutes is amended to read:

SB176,64,5 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the department secretary of state an annual report that includes all of the following information:

SB176, s. 225 Section 225. 180.1622 (1) (i) of the statutes is amended to read:

SB176,64,18 180.1622 (1) (i) With respect to a foreign corporation, the proportion of the capital represented in this state by its property located and business transacted in this state during the preceding year. The proportion of capital employed in the state shall be computed by taking the gross business of the foreign corporation in the state and adding the same to the value of its property located in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of its total gross business of said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. The department secretary of state may demand, as a condition precedent to the filing of the annual report, such further information and statements as the department secretary of state considers proper in order to determine the accuracy of the report submitted.

SB176, s. 226 Section 226. 180.1622 (2) of the statutes is amended to read:

SB176,64,24 180.1622 (2) (a) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation's fiscal year immediately before the date by which the annual report is required to be delivered to the department secretary of state.