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.
SB176, s. 235
10Section
235. 180.1921 (4) of the statutes is amended to read:
SB176,67,1211
180.1921
(4) An annual report is effective on the date that it is filed by the
12department secretary of state.
SB176, s. 236
13Section
236. 181.02 (4m) of the statutes is repealed.
SB176, s. 237
14Section
237. 181.06 (3) (intro.) of the statutes is amended to read:
SB176,67,2315
181.06
(3) (intro.) Shall not be the same as or deceptively similar to the name
16of any corporation, limited liability company, limited liability partnership or limited
17partnership existing under any law of this state, or any foreign corporation, foreign
18limited liability company, foreign limited liability partnership or foreign limited
19partnership authorized to transact business or conduct affairs in this state, or a
20name the exclusive right to which is at the time reserved in the manner provided in
21this chapter or reserved or registered in the manner provided in ch. 180, except that
22this subsection shall not apply if the applicant files with the
department secretary
23of state either of the following:
SB176, s. 238
24Section
238. 181.07 (2) of the statutes is amended to read:
SB176,68,9
1181.07
(2) The reservation shall be made by filing with the
department 2secretary of state an application to reserve a specified corporate name, executed by
3the applicant or making a telephone application to reserve a specified corporate
4name. If the
department secretary of state finds that the name is available for
5corporate use, the
department secretary of state shall reserve the same for the
6exclusive use of the applicant for a period of 60 days. The
department secretary of
7state shall cancel the telephone application to reserve a specified corporate name if
8the
department secretary of state does not receive the proper fee within 15 business
9days after the application.
SB176, s. 239
10Section
239. 181.07 (3) of the statutes is amended to read:
SB176,68,1811
181.07
(3) Any corporation, domestic or foreign entitled to the use of its
12corporate name under the laws of this state, may upon merger, consolidation, change
13of name or dissolution reserve the exclusive right to that corporate name for a period
14of not to exceed 10 years by filing with the
department secretary of state an
15application to reserve the right to that name, executed by the corporation. This
16application shall be filed with the
department secretary of state simultaneously with
17the filing of articles of merger, consolidation or dissolution or with the filing of
18articles of amendment or restated articles which change the corporate name.
SB176, s. 240
19Section
240. 181.07 (5) of the statutes is amended to read:
SB176,68,2420
181.07
(5) The right to the exclusive use of a specified corporate name so
21reserved may be transferred to any other person or corporation by filing
with the
22department in the office of the secretary of state a notice of such transfer, executed
23by the applicant for whom the name was reserved, and specifying the name and
24address of the transferee.
SB176, s. 241
25Section
241. 181.08 of the statutes is amended to read:
SB176,69,6
1181.08 Registered agent. Each corporation shall have and continuously
2maintain in this state a registered agent, which agent may be an individual resident
3in this state, a domestic corporation organized under this chapter or ch. 180, a
4domestic limited liability company or a foreign corporation or foreign limited liability
5company authorized to transact business in this state. The name and address of the
6registered agent shall be filed with the
department
secretary of state.
SB176, s. 242
7Section
242. 181.09 (1) (intro.) of the statutes is amended to read:
SB176,69,108
181.09
(1) (intro.) A corporation may change its registered agent or the
9registered agent's address by executing and filing with the
department secretary of
10state a statement setting forth:
SB176, s. 243
11Section
243. 181.095 (1) (intro.) of the statutes is amended to read:
SB176,69,1312
181.095
(1) (intro.) A registered agent may resign by executing and filing with
13the
department secretary of state a statement in duplicate setting forth:
SB176, s. 244
14Section
244. 181.095 (3) of the statutes is amended to read:
SB176,69,1715
181.095
(3) The
department secretary of state shall note on one of the
16duplicates the date of filing and mail the same to the corporation at its principal office
17as shown by the statement filed.
SB176, s. 245
18Section
245. 181.10 (3) of the statutes is amended to read:
SB176,69,2319
181.10
(3) If the address of the corporation's principal office cannot be
20determined from the records
held by the department
of the secretary of state, the
21corporation may be served by publishing a class 3 notice, under ch. 985, in the
22community where the corporation's principal office or registered office, as most
23recently designated in the records of the
department
secretary of state, is located.
SB176, s. 246
24Section
246. 181.265 of the statutes is amended to read:
SB176,70,5
1181.265 Report of names and addresses of officers or directors. 2Whenever initial officers are selected, or changes are made in the principal officers
3or directors of a corporation, the corporation may file with the
department secretary
4of state a report setting forth the names and addresses of all the principal officers or
5directors, or both if there have been changes in both.
SB176, s. 247
6Section
247. 181.32 (1) of the statutes is amended to read:
SB176,70,127
181.32
(1) The articles of incorporation shall be filed and recorded as provided
8in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted
9to the
department secretary of state. The
department secretary of state shall file one
10original and forward the other within 5 days to the register of deeds of the county in
11which the corporation's principal office is located for recording. On filing an original,
12the
department secretary of state shall issue a certificate of incorporation.
SB176, s. 248
13Section
248. 181.32 (2) of the statutes is amended to read:
SB176,70,1614
181.32
(2) Upon issuing a certificate of incorporation, the
department 15secretary of state shall inform the corporation of the reporting requirements under
16s. 440.42 for charitable organizations that solicit contributions.
SB176, s. 249
17Section
249. 181.38 of the statutes is amended to read:
SB176,70,20
18181.38 Filing of articles of amendment. The articles of amendment shall
19be filed and recorded, and upon filing of the articles, the
department secretary of
20state may issue a certificate of amendment.
SB176, s. 250
21Section
250. 181.39 (2) of the statutes is amended to read:
SB176,71,222
181.39
(2) Restated articles of incorporation shall be executed, filed and
23recorded in the manner prescribed in this chapter for articles of amendment and on
24filing shall supersede and take the place of the theretofore existing articles of
25incorporation and amendments thereto. The
department
secretary of state shall
1upon request certify a copy of the articles of incorporation, or the articles of
2incorporation as restated, or any amendments to either thereof.
SB176, s. 251
3Section
251. 181.40 of the statutes is amended to read:
SB176,71,11
4181.40 Filing and recording court order under bankruptcy laws. The
5department secretary of state and the register of deeds shall upon delivery to them
6respectively file and record in the manner and places and upon payment of fees as
7provided in this chapter in respect to articles of amendment, duly certified copies of
8any order of a court of the United States in proceedings under the national
9bankruptcy laws, if such order effects an amendment to the articles of incorporation.
10It shall be the duty of the principal officers of such corporation to cause each such
11order to be so filed and recorded promptly after such order has become final.
SB176, s. 252
12Section
252. 181.45 (2) of the statutes is amended to read:
SB176,71,1713
181.45
(2) Such articles of merger or consolidation shall be filed
with the
14department in the office of the secretary of state and shall be recorded in the offices
15of the registers of deeds of the counties of this state in which the respective
16corporations so consolidating or merging have their principal offices and in the
17county in which the surviving or new corporation is to have its principal office.
SB176, s. 253
18Section
253. 181.45 (3) of the statutes is amended to read:
SB176,71,2119
181.45
(3) The certificate of merger or consolidation may be issued by the
20department secretary of state upon expiration of the period for filing a certificate of
21abandonment.
SB176, s. 254
22Section
254. 181.46 of the statutes is amended to read:
SB176,72,9
23181.46 Effective date of merger or consolidation; abandonment. The
24merger or consolidation shall be effected upon the filing of the articles of merger or
25consolidation, or at such time within 31 days thereafter as is designated in said
1articles. If, after the filing of articles of merger or consolidation, the merger or
2consolidation is abandoned pursuant to provisions therefor set forth in the plan of
3merger or consolidation, there shall be executed by the president or a vice president
4and the secretary or an assistant secretary of each corporation, and shall be sealed
5with the corporate seal of each corporation, a certificate of abandonment setting forth
6the fact and date of such abandonment; and such certificate shall within 30 days of
7such abandonment be filed
with the department in the office of the secretary of state 8and recorded in each office in which such articles of merger or consolidation were
9recorded.
SB176, s. 255
10Section
255. 181.55 of the statutes is amended to read:
SB176,72,16
11181.55 Filing and recording of articles of dissolution and effect
12thereof. The articles of dissolution shall be filed and recorded, and when the articles
13are filed the existence of the corporation shall cease, except for the purpose of suits,
14other proceedings and appropriate corporate action of members, directors and
15officers as provided in this chapter. Upon the filing of the articles, the
department 16secretary of state may issue a certificate of dissolution.
SB176, s. 256
17Section
256. 181.561 (intro.) of the statutes is amended to read:
SB176,72,20
18181.561 Grounds for administrative dissolution. (intro.) The
19department secretary of state may bring a proceeding under s. 181.562 to
20administratively dissolve a corporation if any of the following occurs:
SB176, s. 257
21Section
257. 181.561 (1) of the statutes is amended to read:
SB176,72,2322
181.561
(1) The corporation does not pay, within one year after they are due,
23any fees or penalties due the
department secretary of state under this chapter.
SB176, s. 258
24Section
258. 181.561 (2) of the statutes is amended to read:
SB176,73,2
1181.561
(2) The corporation does not have on file its annual report with the
2department secretary of state within one year after it is due.
SB176, s. 259
3Section
259. 181.561 (4) of the statutes is amended to read:
SB176,73,64
181.561
(4) The corporation does not notify the
department secretary of state 5within one year that its registered agent or registered office has been changed, that
6its registered agent has resigned or that its registered office has been discontinued.
SB176, s. 260
7Section
260. 181.562 (1) of the statutes is amended to read:
SB176,73,118
181.562
(1) If the
department secretary of state determines that one or more
9grounds exist under s. 181.561 for dissolving a corporation, the
department secretary
10of state shall serve the corporation under s. 181.10 with written notice of the
11determination.
SB176, s. 261
12Section
261. 181.562 (2) (a) of the statutes is amended to read:
SB176,73,1613
181.562
(2) (a) Within 60 days after service of the notice is perfected under s.
14181.10 (2), the corporation shall correct each ground for dissolution or demonstrate
15to the reasonable satisfaction of the
department
secretary of state that each ground
16determined by the
department secretary of state does not exist.
SB176, s. 262
17Section
262. 181.562 (2) (b) of the statutes is amended to read:
SB176,73,2218
181.562
(2) (b) If the corporation fails to satisfy par. (a), the
department 19secretary of state shall administratively dissolve the corporation by issuing a
20certificate of dissolution that recites each ground for dissolution and its effective
21date. The
department secretary of state shall file the original of the certificate and
22serve a copy on the corporation under s. 181.10.
SB176, s. 263
23Section
263. 181.563 (1) (intro.) of the statutes is amended to read:
SB176,74,224
181.563
(1) (intro.) A corporation that is administratively dissolved may apply
25to the
department secretary of state for reinstatement within 2 years after the later
1of January 1, 1994, or the effective date of dissolution. The application shall include
2all of the following:
SB176, s. 264
3Section
264. 181.563 (2) (a) (intro.) of the statutes is amended to read:
SB176,74,64
181.563
(2) (a) (intro.) The
department secretary of state shall cancel the
5certificate of dissolution and prepare a certificate of reinstatement that complies
6with par. (b) if the
department secretary of state determines all of the following:
SB176, s. 265
7Section
265. 181.563 (2) (a) 2. of the statutes is amended to read:
SB176,74,98
181.563
(2) (a) 2. That all fees and penalties owed by the corporation to the
9department secretary of state have been paid.
SB176, s. 266
10Section
266. 181.563 (2) (b) of the statutes is amended to read:
SB176,74,1411
181.563
(2) (b) The certificate of reinstatement shall state the
department's
12secretary of state's determination under par. (a) and the effective date of
13reinstatement. The
department secretary of state shall file the original of the
14certificate and serve a copy on the corporation under s. 181.10.
SB176, s. 267
15Section
267. 181.564 (1) of the statutes is amended to read:
SB176,74,1916
181.564
(1) If the
department secretary of state denies a corporation's
17application for reinstatement under s. 181.563, the
department secretary of state 18shall serve the corporation under s. 181.10 with a written notice that explains each
19reason for denial.
SB176, s. 268
20Section
268. 181.564 (2) of the statutes is amended to read:
SB176,75,221
181.564
(2) The corporation may appeal the denial of reinstatement to the
22circuit court for the county where the corporation's principal office or, if none in this
23state, its registered office is located, within 30 days after service of the notice of denial
24is perfected. The corporation shall appeal by petitioning the court to set aside the
25dissolution and attaching to the petition copies of the
department's secretary of
1state's certificate of dissolution, the corporation's application for reinstatement and
2the
department's secretary of state's notice of denial.
SB176, s. 269
3Section
269. 181.564 (3) of the statutes is amended to read:
SB176,75,64
181.564
(3) The court may order the
department secretary of state to reinstate
5the dissolved corporation or may take other action that the court considers
6appropriate.
SB176, s. 270
7Section
270. 181.63 of the statutes is amended to read:
SB176,75,12
8181.63 Filing of decree of dissolution. In case the court enters a decree
9dissolving a corporation the clerk of such court shall cause a certified copy of the
10decree to be filed and recorded. Upon the filing of the decree the
department 11secretary of state shall issue a certificate of dissolution. No fee shall be charged for
12such filing or recording.
SB176, s. 271
13Section
271. 181.651 (2) of the statutes is amended to read:
SB176,75,2014
181.651
(2) The annual report shall be made on forms prescribed and furnished
15by the
department secretary of state, and the information contained in the report
16shall be given as of the date of the execution of the report. It shall be executed by the
17corporation by its president, a vice president, secretary, assistant secretary, or
18treasurer, or, until the first election of officers, by one of its incorporators, or, if the
19corporation is in the hands of a receiver or trustee, it shall be executed on behalf of
20the corporation by such receiver or trustee.
SB176, s. 272
21Section
272. 181.651 (3) of the statutes is amended to read:
SB176,75,2422
181.651
(3) The
department secretary of state shall forward by 1st class mail
23a report form to every corporation in good standing not later than 60 days before the
24date on which the corporation is required by this chapter to file an annual report.
SB176, s. 273
25Section
273. 181.651 (5) of the statutes is amended to read:
SB176,76,4
1181.651
(5) A corporation shall deliver its annual report to the
department 2secretary of state in each year following the calendar year in which the corporation
3was incorporated, during the calendar year quarter in which the anniversary date
4of the incorporation occurs.
SB176, s. 274
5Section
274. 181.651 (6) of the statutes is amended to read:
SB176,76,126
181.651
(6) If an annual report does not contain the information required by
7this section, the
department secretary of state shall promptly notify the reporting
8corporation in writing and return the report to it for correction. The notice shall
9comply with s. 181.10. If the annual report is corrected to contain the information
10required by this section and delivered to the
department secretary of state within 30
11days after the effective date of the notice determined under s. 181.10 (2), the annual
12report is timely filed.
SB176, s. 275
13Section
275. 181.651 (7) of the statutes is amended to read:
SB176,76,1514
181.651
(7) An annual report is effective on the date that it is filed by the
15department secretary of state.