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.
SB176, s. 204
23Section
204. 180.1510 (4) (b) 2. of the statutes is amended to read:
SB176,60,324
180.1510
(4) (b) 2. If a process, notice or demand is served by the
department 25secretary of state on a foreign corporation under s. 180.1531 and the address of the
1foreign corporation's principal office cannot be determined from the records of the
2department secretary of state, the foreign corporation may be served by publishing
3a class 2 notice, under ch. 985, in the official state newspaper.
SB176, s. 205
4Section
205. 180.1520 (1) of the statutes is amended to read:
SB176,60,75
180.1520
(1) A foreign corporation authorized to transact business in this state
6may not withdraw from this state until it obtains a certificate of withdrawal from the
7department secretary of state.
SB176, s. 206
8Section
206. 180.1520 (2) (intro.) of the statutes is amended to read:
SB176,60,129
180.1520
(2) (intro.) A foreign corporation authorized to transact business in
10this state may apply for a certificate of withdrawal by delivering an application to
11the
department secretary of state for filing. The application shall include all of the
12following:
SB176, s. 207
13Section
207. 180.1520 (2) (e) of the statutes is amended to read:
SB176,60,1514
180.1520
(2) (e) A commitment to notify the
department secretary of state in
15the future of any change in the mailing address of its principal office.
SB176, s. 208
16Section
208. 180.1530 (1) (intro.) of the statutes is amended to read:
SB176,60,2017
180.1530
(1) (intro.) Except as provided in sub. (1m), the
department secretary
18of state may bring a proceeding under s. 180.1531 to revoke the certificate of
19authority of a foreign corporation authorized to transact business in this state if any
20of the following applies:
SB176, s. 209
21Section
209. 180.1530 (1) (a) of the statutes is amended to read:
SB176,60,2322
180.1530
(1) (a) The foreign corporation fails to file its annual report with the
23department secretary of state within 4 months after it is due.
SB176, s. 210
24Section
210. 180.1530 (1) (b) of the statutes is amended to read:
SB176,61,3
1180.1530
(1) (b) The foreign corporation does not pay, within 4 months after
2they are due, any fees or penalties due the
department
secretary of state under this
3chapter.
SB176, s. 211
4Section
211. 180.1530 (1) (d) of the statutes is amended to read:
SB176,61,95
180.1530
(1) (d) The foreign corporation does not inform the
department 6secretary of state under s. 180.1508 or 180.1509 that its registered agent or
7registered office has changed, that its registered agent has resigned or that its
8registered office has been discontinued, within 6 months of the change, resignation
9or discontinuance.
SB176, s. 212
10Section
212. 180.1530 (1) (f) of the statutes is amended to read:
SB176,61,1511
180.1530
(1) (f) The
department secretary of state receives a duly
12authenticated certificate from the secretary of state or other official having custody
13of corporate records in the state or country under whose law the foreign corporation
14is incorporated stating that it has been dissolved or disappeared as the result of a
15merger.
SB176, s. 213
16Section
213. 180.1530 (1m) of the statutes is amended to read:
SB176,61,2117
180.1530
(1m) If the
department secretary of state receives a certificate under
18sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted
19by the foreign corporation to terminate its authority to transact business in this
20state, the
department secretary of state shall issue a certificate of revocation under
21s. 180.1531 (2) (b).
SB176, s. 214
22Section
214. 180.1530 (2) of the statutes is amended to read:
SB176,62,223
180.1530
(2) A court may revoke under s. 946.87 the certificate of authority of
24a foreign corporation authorized to transact business in this state. The court shall
1notify the
department secretary of state of the action, and the
department secretary
2of state shall issue a certificate of revocation under s. 180.1531 (2) (b).
SB176, s. 215
3Section
215. 180.1531 (1) of the statutes is amended to read:
SB176,62,74
180.1531
(1) If the
department secretary of state determines that one or more
5grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the
6department secretary of state shall serve the foreign corporation under s. 180.1510
7with written notice of the determination.
SB176, s. 216
8Section
216. 180.1531 (2) (a) of the statutes is amended to read:
SB176,62,129
180.1531
(2) (a) Within 60 days after service of the notice is perfected under
10s. 180.1510, the foreign corporation shall correct each ground for revocation or
11demonstrate to the reasonable satisfaction of the
department secretary of state that
12each ground determined by the
department secretary of state does not exist.
SB176, s. 217
13Section
217. 180.1531 (2) (b) of the statutes is amended to read:
SB176,62,1814
180.1531
(2) (b) If the foreign corporation fails to satisfy par. (a), the
15department secretary of state may revoke the foreign corporation's certificate of
16authority by issuing a certificate of revocation that recites each ground for revocation
17and its effective date. The
department secretary of state shall file the original of the
18certificate and serve a copy on the foreign corporation under s. 180.1510.
SB176, s. 218
19Section
218. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:
SB176,62,2420
180.1531
(2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
21revoked after December 31, 1991, the
department secretary of state shall reinstate
22the certificate of authority if the foreign corporation does all of the following within
23the later of October 4, 1993 or 6 months after the effective date of the certificate of
24revocation:
SB176, s. 219
25Section
219. 180.1531 (2) (c) 1. b. of the statutes is amended to read:
SB176,63,2
1180.1531
(2) (c) 1. b. Pays any fees or penalties due the
department secretary
2of state under s. 180.1502 (5) (a) or $5,000, whichever is less.
SB176, s. 220
3Section
220. 180.1531 (4) of the statutes is amended to read:
SB176,63,94
180.1531
(4) If the
department secretary of state or a court revokes a foreign
5corporation's certificate of authority, the foreign corporation may be served under s.
6180.1510 (3) and (4) or the foreign corporation's registered agent may be served until
7the registered agent's authority is terminated, in any civil, criminal, administrative
8or investigatory proceeding based on a cause of action which arose while the foreign
9corporation was authorized to transact business in this state.
SB176, s. 221
10Section
221. 180.1532 (1) of the statutes is amended to read:
SB176,63,1811
180.1532
(1) A foreign corporation may appeal the
department's secretary of
12state's revocation of its certificate of authority under s. 180.1530 (1) to the circuit
13court for the county where the foreign corporation's principal office or, if none in this
14state, its registered office is located, within 30 days after service of the certificate of
15revocation is perfected under s. 180.1510. The foreign corporation shall appeal by
16petitioning the court to set aside the revocation and attaching to the petition copies
17of its certificate of authority and the
department's
secretary of state's certificate of
18revocation.
SB176, s. 222
19Section
222. 180.1532 (2) of the statutes is amended to read:
SB176,63,2220
180.1532
(2) The court may order the
department secretary of state to reinstate
21the certificate of authority or may take any other action that the court considers
22appropriate.
SB176, s. 223
23Section
223. 180.1622 (title) of the statutes is amended to read:
SB176,63,25
24180.1622 (title)
Annual report for department of financial institutions
25secretary of state.
SB176, s. 224
1Section
224. 180.1622 (1) (intro.) of the statutes is amended to read:
SB176,64,52
180.1622
(1) (intro.) Except as provided in s. 180.1921, each domestic
3corporation and each foreign corporation authorized to transact business in this
4state shall file with the
department secretary of state an annual report that includes
5all of the following information:
SB176, s. 225
6Section
225. 180.1622 (1) (i) of the statutes is amended to read:
SB176,64,187
180.1622
(1) (i) With respect to a foreign corporation, the proportion of the
8capital represented in this state by its property located and business transacted in
9this state during the preceding year. The proportion of capital employed in the state
10shall be computed by taking the gross business of the foreign corporation in the state
11and adding the same to the value of its property located in the state. The sum so
12obtained shall be the numerator of a fraction of which the denominator shall consist
13of its total gross business of said year added to the value of its entire property. The
14fraction so obtained shall represent the proportion of the capital within the state.
15The
department secretary of state may demand, as a condition precedent to the filing
16of the annual report, such further information and statements as the
department 17secretary of state considers proper in order to determine the accuracy of the report
18submitted.
SB176, s. 226
19Section
226. 180.1622 (2) of the statutes is amended to read:
SB176,64,2420
180.1622
(2) (a) Information in the annual report shall be current as of the date
21on which the annual report is executed on behalf of a domestic corporation, except
22that the information required by sub. (1) (f) and (g) shall be current as of the close
23of the domestic corporation's fiscal year immediately before the date by which the
24annual report is required to be delivered to the
department secretary of state.
SB176,65,6
1(b) Information in the annual report shall be current as of the date on which
2the annual report is executed on behalf of a foreign corporation, except that the
3information required by sub. (1) (f) to (i) shall be current as of the date of the close
4of the foreign corporation's fiscal year in the 12 months ending on the September 30
5immediately before the date by which the annual report is required to be delivered
6to the
department secretary of state.
SB176, s. 227
7Section
227. 180.1622 (3) of the statutes is amended to read:
SB176,65,118
180.1622
(3) (a) A domestic corporation shall deliver its annual report to the
9department secretary of state in each year following the calendar year in which the
10domestic corporation was incorporated, during the calendar year quarter in which
11the anniversary date of the incorporation occurs.
SB176,65,1512
(b) A foreign corporation authorized to transact business in this state shall
13deliver its annual report to the
department secretary of state during the first
14calendar quarter of each year following the calendar year in which the foreign
15corporation becomes authorized to transact business in this state.
SB176, s. 228
16Section
228. 180.1622 (4) of the statutes is amended to read:
SB176,65,2317
180.1622
(4) If an annual report does not contain the information required by
18this section, the
department secretary of state shall promptly notify the reporting
19domestic corporation or foreign corporation in writing and return the report to it for
20correction. The notice shall comply with s. 180.0141. If the annual report is corrected
21to contain the information required by this section and delivered to the
department 22secretary of state within 30 days after the effective date of the notice under s.
23180.0141 (5), the annual report is timely filed.
SB176, s. 229
24Section
229. 180.1622 (5) of the statutes is amended to read:
SB176,66,2
1180.1622
(5) An annual report is effective on the date that it is filed by the
2department secretary of state.
SB176, s. 230
3Section
230. 180.1708 (1) of the statutes is amended to read:
SB176,66,64
180.1708
(1) Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a
5document delivered to the
department secretary of state for filing on or after January
61, 1991.
SB176, s. 231
7Section
231. 180.1708 (8) (b) of the statutes is amended to read:
SB176,66,118
180.1708
(8) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply
9to a judicial revocation under s. 946.87 of which the
department secretary of state 10is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c)
11applies to a revocation based on grounds arising before, on or after January 1, 1991.
SB176, s. 232
12Section
232. 180.1909 of the statutes is amended to read:
SB176,66,15
13180.1909 Filing articles of incorporation. Before commencing operations,
14a service corporation shall deliver its articles of incorporation to the
department
15secretary of state for filing.
SB176, s. 233
16Section
233. 180.1921 (1) of the statutes is amended to read:
SB176,66,2117
180.1921
(1) A service corporation shall deliver to the
department office of the
18secretary of state for filing a report in each year following the year in which the
19service corporation's articles of incorporation were filed by the
department secretary
20of state, during the calendar year quarter in which the anniversary of the filing
21occurs.
SB176, s. 234
22Section
234. 180.1921 (2) of the statutes is amended to read:
SB176,67,923
180.1921
(2) The report shall show the address of this service corporation's
24principal office and the name and post-office address of each shareholder, director
25and officer of the service corporation and shall certify that, with the exceptions
1permitted in s. 180.1913, each shareholder, director and officer is licensed, certified,
2registered or otherwise legally authorized to render the same professional or other
3personal service in this state or is a health care professional. The service corporation
4shall prepare the report on forms prescribed and furnished by the
department 5secretary of state, and the report shall contain no fiscal or other information except
6that expressly called for by this section. The
department secretary of state shall
7forward report blanks by 1st class mail to every service corporation in good standing,
8at least 60 days before the date on which the service corporation is required by this
9section to file an annual report.