SB176: Bill Text

SB176,68,9 181.07 (2) The reservation shall be made by filing with the department secretary of state an application to reserve a specified corporate name, executed by the applicant or making a telephone application to reserve a specified corporate name. If the department secretary of state finds that the name is available for corporate use, the department secretary of state shall reserve the same for the exclusive use of the applicant for a period of 60 days. The department secretary of state shall cancel the telephone application to reserve a specified corporate name if the department secretary of state does not receive the proper fee within 15 business days after the application.

SB176, s. 239 Section 239. 181.07 (3) of the statutes is amended to read:

SB176,68,18 181.07 (3) Any corporation, domestic or foreign entitled to the use of its corporate name under the laws of this state, may upon merger, consolidation, change of name or dissolution reserve the exclusive right to that corporate name for a period of not to exceed 10 years by filing with the department secretary of state an application to reserve the right to that name, executed by the corporation. This application shall be filed with the department secretary of state simultaneously with the filing of articles of merger, consolidation or dissolution or with the filing of articles of amendment or restated articles which change the corporate name.

SB176, s. 240 Section 240. 181.07 (5) of the statutes is amended to read:

SB176,68,24 181.07 (5) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing with the department in the office of the secretary of state a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.

SB176, s. 241 Section 241. 181.08 of the statutes is amended to read:

SB176,69,6 181.08 Registered agent. Each corporation shall have and continuously maintain in this state a registered agent, which agent may be an individual resident in this state, a domestic corporation organized under this chapter or ch. 180, a domestic limited liability company or a foreign corporation or foreign limited liability company authorized to transact business in this state. The name and address of the registered agent shall be filed with the department secretary of state.

SB176, s. 242 Section 242. 181.09 (1) (intro.) of the statutes is amended to read:

SB176,69,10 181.09 (1) (intro.) A corporation may change its registered agent or the registered agent's address by executing and filing with the department secretary of state a statement setting forth:

SB176, s. 243 Section 243. 181.095 (1) (intro.) of the statutes is amended to read:

SB176,69,13 181.095 (1) (intro.) A registered agent may resign by executing and filing with the department secretary of state a statement in duplicate setting forth:

SB176, s. 244 Section 244. 181.095 (3) of the statutes is amended to read:

SB176,69,17 181.095 (3) The department secretary of state shall note on one of the duplicates the date of filing and mail the same to the corporation at its principal office as shown by the statement filed.

SB176, s. 245 Section 245. 181.10 (3) of the statutes is amended to read:

SB176,69,23 181.10 (3) If the address of the corporation's principal office cannot be determined from the records held by the department of the secretary of state, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department secretary of state, is located.

SB176, s. 246 Section 246. 181.265 of the statutes is amended to read:

SB176,70,5 181.265 Report of names and addresses of officers or directors. Whenever initial officers are selected, or changes are made in the principal officers or directors of a corporation, the corporation may file with the department secretary of state a report setting forth the names and addresses of all the principal officers or directors, or both if there have been changes in both.

SB176, s. 247 Section 247. 181.32 (1) of the statutes is amended to read:

SB176,70,12 181.32 (1) The articles of incorporation shall be filed and recorded as provided in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted to the department secretary of state. The department secretary of state shall file one original and forward the other within 5 days to the register of deeds of the county in which the corporation's principal office is located for recording. On filing an original, the department secretary of state shall issue a certificate of incorporation.

SB176, s. 248 Section 248. 181.32 (2) of the statutes is amended to read:

SB176,70,16 181.32 (2) Upon issuing a certificate of incorporation, the department secretary of state shall inform the corporation of the reporting requirements under s. 440.42 for charitable organizations that solicit contributions.

SB176, s. 249 Section 249. 181.38 of the statutes is amended to read:

SB176,70,20 181.38 Filing of articles of amendment. The articles of amendment shall be filed and recorded, and upon filing of the articles, the department secretary of state may issue a certificate of amendment.

SB176, s. 250 Section 250. 181.39 (2) of the statutes is amended to read:

SB176,71,2 181.39 (2) Restated articles of incorporation shall be executed, filed and recorded in the manner prescribed in this chapter for articles of amendment and on filing shall supersede and take the place of the theretofore existing articles of incorporation and amendments thereto. The department secretary of state shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof.

SB176, s. 251 Section 251. 181.40 of the statutes is amended to read:

SB176,71,11 181.40 Filing and recording court order under bankruptcy laws. The department secretary of state and the register of deeds shall upon delivery to them respectively file and record in the manner and places and upon payment of fees as provided in this chapter in respect to articles of amendment, duly certified copies of any order of a court of the United States in proceedings under the national bankruptcy laws, if such order effects an amendment to the articles of incorporation. It shall be the duty of the principal officers of such corporation to cause each such order to be so filed and recorded promptly after such order has become final.

SB176, s. 252 Section 252. 181.45 (2) of the statutes is amended to read:

SB176,71,17 181.45 (2) Such articles of merger or consolidation shall be filed with the department in the office of the secretary of state and shall be recorded in the offices of the registers of deeds of the counties of this state in which the respective corporations so consolidating or merging have their principal offices and in the county in which the surviving or new corporation is to have its principal office.

SB176, s. 253 Section 253. 181.45 (3) of the statutes is amended to read:

SB176,71,21 181.45 (3) The certificate of merger or consolidation may be issued by the department secretary of state upon expiration of the period for filing a certificate of abandonment.

SB176, s. 254 Section 254. 181.46 of the statutes is amended to read:

SB176,72,9 181.46 Effective date of merger or consolidation; abandonment. The merger or consolidation shall be effected upon the filing of the articles of merger or consolidation, or at such time within 31 days thereafter as is designated in said articles. If, after the filing of articles of merger or consolidation, the merger or consolidation is abandoned pursuant to provisions therefor set forth in the plan of merger or consolidation, there shall be executed by the president or a vice president and the secretary or an assistant secretary of each corporation, and shall be sealed with the corporate seal of each corporation, a certificate of abandonment setting forth the fact and date of such abandonment; and such certificate shall within 30 days of such abandonment be filed with the department in the office of the secretary of state and recorded in each office in which such articles of merger or consolidation were recorded.

SB176, s. 255 Section 255. 181.55 of the statutes is amended to read:

SB176,72,16 181.55 Filing and recording of articles of dissolution and effect thereof. The articles of dissolution shall be filed and recorded, and when the articles are filed the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action of members, directors and officers as provided in this chapter. Upon the filing of the articles, the department secretary of state may issue a certificate of dissolution.

SB176, s. 256 Section 256. 181.561 (intro.) of the statutes is amended to read:

SB176,72,20 181.561 Grounds for administrative dissolution. (intro.) The department secretary of state may bring a proceeding under s. 181.562 to administratively dissolve a corporation if any of the following occurs:

SB176, s. 257 Section 257. 181.561 (1) of the statutes is amended to read:

SB176,72,23 181.561 (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. 258 Section 258. 181.561 (2) of the statutes is amended to read:

SB176,73,2 181.561 (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. 259 Section 259. 181.561 (4) of the statutes is amended to read:

SB176,73,6 181.561 (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. 260 Section 260. 181.562 (1) of the statutes is amended to read:

SB176,73,11 181.562 (1) If the department secretary of state determines that one or more grounds exist under s. 181.561 for dissolving a corporation, the department secretary of state shall serve the corporation under s. 181.10 with written notice of the determination.

SB176, s. 261 Section 261. 181.562 (2) (a) of the statutes is amended to read:

SB176,73,16 181.562 (2) (a) Within 60 days after service of the notice is perfected under s. 181.10 (2), 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, s. 262 Section 262. 181.562 (2) (b) of the statutes is amended to read:

SB176,73,22 181.562 (2) (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. 181.10.

SB176, s. 263 Section 263. 181.563 (1) (intro.) of the statutes is amended to read:

SB176,74,2 181.563 (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, 1994, or the effective date of dissolution. The application shall include all of the following:

SB176, s. 264 Section 264. 181.563 (2) (a) (intro.) of the statutes is amended to read:

SB176,74,6 181.563 (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. 265 Section 265. 181.563 (2) (a) 2. of the statutes is amended to read:

SB176,74,9 181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the department secretary of state have been paid.

SB176, s. 266 Section 266. 181.563 (2) (b) of the statutes is amended to read:

SB176,74,14 181.563 (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 serve a copy on the corporation under s. 181.10.

SB176, s. 267 Section 267. 181.564 (1) of the statutes is amended to read:

SB176,74,19 181.564 (1) If the department secretary of state denies a corporation's application for reinstatement under s. 181.563, the department secretary of state shall serve the corporation under s. 181.10 with a written notice that explains each reason for denial.

SB176, s. 268 Section 268. 181.564 (2) of the statutes is amended to read:

SB176,75,2 181.564 (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. 269 Section 269. 181.564 (3) of the statutes is amended to read:

SB176,75,6 181.564 (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. 270 Section 270. 181.63 of the statutes is amended to read:

SB176,75,12 181.63 Filing of decree of dissolution. In case the court enters a decree dissolving a corporation the clerk of such court shall cause a certified copy of the decree to be filed and recorded. Upon the filing of the decree the department secretary of state shall issue a certificate of dissolution. No fee shall be charged for such filing or recording.

SB176, s. 271 Section 271. 181.651 (2) of the statutes is amended to read:

SB176,75,20 181.651 (2) The annual report shall be made on forms prescribed and furnished by the department secretary of state, and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, assistant secretary, or treasurer, or, until the first election of officers, by one of its incorporators, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by such receiver or trustee.

SB176, s. 272 Section 272. 181.651 (3) of the statutes is amended to read:

SB176,75,24 181.651 (3) The department secretary of state shall forward by 1st class mail a report form to every corporation in good standing not later than 60 days before the date on which the corporation is required by this chapter to file an annual report.

SB176, s. 273 Section 273. 181.651 (5) of the statutes is amended to read:

SB176,76,4 181.651 (5) A corporation shall deliver its annual report to the department secretary of state in each year following the calendar year in which the corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.

SB176, s. 274 Section 274. 181.651 (6) of the statutes is amended to read:

SB176,76,12 181.651 (6) If an annual report does not contain the information required by this section, the department secretary of state shall promptly notify the reporting corporation in writing and return the report to it for correction. The notice shall comply with s. 181.10. If the annual report is corrected to contain the information required by this section and delivered to the department secretary of state within 30 days after the effective date of the notice determined under s. 181.10 (2), the annual report is timely filed.

SB176, s. 275 Section 275. 181.651 (7) of the statutes is amended to read:

SB176,76,15 181.651 (7) An annual report is effective on the date that it is filed by the department secretary of state.

SB176, s. 276 Section 276. 181.66 (2) of the statutes is amended to read:

SB176,77,5 181.66 (2) A foreign corporation conducting its affairs or acquiring, holding or disposing of property in this state, shall by so doing be deemed to have thereby appointed the department secretary of state as its agent and representative upon whom any process, notice or demand may be served in any action or proceeding arising out of or relating to any affairs conducted or property acquired, held or disposed of within this state. Service of such process, notice or demand shall be made by serving a copy upon the department secretary of state or by filing such copy in the secretary of state's office, and such service shall be sufficient service upon said foreign corporation, provided that notice of such service and a copy of the process, notice or demand are within 10 days thereafter sent by mail by the plaintiff to the defendant at its last-known address, and that the plaintiff's affidavit of compliance herewith is appended to the process, notice or demand. The department secretary of state shall keep a record of all such processes, notices and demands which shows the day and hour of service.

SB176, s. 277 Section 277. 181.667 (intro.) of the statutes is amended to read:

SB176,77,9 181.667 Recording change of principal office. (intro.) If a document submitted to the department secretary of state for filing under this chapter changes the county of the corporation's principal office:

SB176, s. 278 Section 278. 181.667 (1) of the statutes is amended to read:

SB176,77,12 181.667 (1) An original of the document or a duplicate original certified by the department secretary of state shall be recorded in each county;

SB176, s. 279 Section 279. 181.667 (3) of the statutes is amended to read:

SB176,77,16 181.667 (3) A certificate prepared by the department secretary of state listing the type and date of filing of recordable documents previously filed by the corporation shall be recorded in the county of the new principal office.

SB176, s. 280 Section 280. 181.67 (1) (a) of the statutes is amended to read:

SB176,77,20 181.67 (1) (a) Separate originals of the document for the department secretary of state and for the register of deeds of each county in which the document is required to be recorded.

SB176, s. 281 Section 281. 181.67 (1) (b) of the statutes is amended to read:

SB176,77,23 181.67 (1) (b) A check payable to the department secretary of state in the amount of the filing fee prescribed under s. 181.68.

SB176, s. 282 Section 282. 181.67 (2) (a) of the statutes is amended to read:

SB176,78,3 181.67 (2) (a) Unless the document does not conform to law, the department secretary of state shall mark each original "Filed" and the date of filing and shall file one original.