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.
SB176, s. 276
16Section
276. 181.66 (2) of the statutes is amended to read:
SB176,77,517
181.66
(2) A foreign corporation conducting its affairs or acquiring, holding or
18disposing of property in this state, shall by so doing be deemed to have thereby
19appointed the
department secretary of state as its agent and representative upon
20whom any process, notice or demand may be served in any action or proceeding
21arising out of or relating to any affairs conducted or property acquired, held or
22disposed of within this state. Service of such process, notice or demand shall be made
23by serving a copy upon the
department secretary of state or by filing such copy in the
24secretary of state's office, and such service shall be sufficient service upon said
25foreign corporation, provided that notice of such service and a copy of the process,
1notice or demand are within 10 days thereafter sent by mail by the plaintiff to the
2defendant at its last-known address, and that the plaintiff's affidavit of compliance
3herewith is appended to the process, notice or demand. The
department secretary
4of state shall keep a record of all such processes, notices and demands which shows
5the day and hour of service.
SB176, s. 277
6Section
277. 181.667 (intro.) of the statutes is amended to read:
SB176,77,9
7181.667 Recording change of principal office. (intro.) If a document
8submitted to the
department secretary of state for filing under this chapter changes
9the county of the corporation's principal office:
SB176, s. 278
10Section
278. 181.667 (1) of the statutes is amended to read:
SB176,77,1211
181.667
(1) An original of the document or a duplicate original certified by the
12department secretary of state shall be recorded in each county;
SB176, s. 279
13Section
279. 181.667 (3) of the statutes is amended to read:
SB176,77,1614
181.667
(3) A certificate prepared by the
department secretary of state listing
15the type and date of filing of recordable documents previously filed by the corporation
16shall be recorded in the county of the new principal office.
SB176, s. 280
17Section
280. 181.67 (1) (a) of the statutes is amended to read:
SB176,77,2018
181.67
(1) (a) Separate originals of the document for the
department secretary
19of state and for the register of deeds of each county in which the document is required
20to be recorded.
SB176, s. 281
21Section
281. 181.67 (1) (b) of the statutes is amended to read:
SB176,77,2322
181.67
(1) (b) A check payable to the
department secretary of state in the
23amount of the filing fee prescribed under s. 181.68.
SB176, s. 282
24Section
282. 181.67 (2) (a) of the statutes is amended to read:
SB176,78,3
1181.67
(2) (a) Unless the document does not conform to law, the
department 2secretary of state shall mark each original "Filed" and the date of filing and shall file
3one original.
SB176, s. 283
4Section
283. 181.67 (2) (b) of the statutes is amended to read:
SB176,78,75
181.67
(2) (b) The
department secretary of state shall forward to each register
6of deeds the check under sub. (1) (c) and an original document or duplicate certified
7by the
department secretary of state, within 5 days of filing.
SB176, s. 284
8Section
284. 181.67 (3) of the statutes is amended to read:
SB176,78,139
181.67
(3) (a) Each week the
department secretary of state shall forward to
10each register of deeds a listing of all documents received during the preceding week
11for filing and recording as required under this chapter. For each document, the
12listing shall specify the type of document, the name of the corporation, the name of
13the county of the corporation's principal office, and the date of filing.
SB176,78,1614
(b) The
department of financial institutions secretary of state shall forward to
15the department of regulation and licensing the name and address of any corporation
16filing articles of incorporation under this chapter.
SB176, s. 285
17Section
285. 181.67 (4) of the statutes is amended to read:
SB176,78,2118
181.67
(4) A document required to be filed and recorded under this chapter is
19effective on filing with the
department secretary of state, except as provided in s.
20181.46. An error or omission in recording the document or a certificate under s.
21181.667 (2) with a register of deeds does not affect its effectiveness.
SB176, s. 286
22Section
286. 181.67 (5) of the statutes is amended to read:
SB176,79,223
181.67
(5) A document filed with the
department secretary of state under this
24chapter before May 7, 1982 is effective unless the records of the
department secretary
25of state show that the document was recognized as ineffective because of a recording
1defect and the
department secretary of state or the corporation acted in reliance on
2the ineffectiveness of the document.
SB176, s. 287
3Section
287. 181.67 (6) (a) (intro.) of the statutes is amended to read:
SB176,79,54
181.67
(6) (a) (intro.) The
department
secretary of state may waive any of the
5following:
SB176, s. 288
6Section
288. 181.67 (6) (a) 2. of the statutes is amended to read:
SB176,79,97
181.67
(6) (a) 2. An omission or defect in a document, if the
department 8secretary of state determines from the face of the document that the omission or
9defect is immaterial.
SB176, s. 289
10Section
289. 181.68 (1) (intro.) of the statutes is amended to read:
SB176,79,1211
181.68
(1) (intro.) The
department secretary of state shall charge and collect
12for:
SB176, s. 290
13Section
290. 181.68 (1) (b) of the statutes is amended to read:
SB176,79,1814
181.68
(1) (b) Filing articles of amendment, $25, except that no fee may be
15collected for an amendment showing only a change of address resulting from the
16action of a governmental agency if there is no corresponding change in physical
17location and if 2 copies of the notice of the action are submitted to the
department 18secretary of state;
SB176, s. 291
19Section
291. 181.68 (1) (e) of the statutes is amended to read:
SB176,79,2520
181.68
(1) (e) Filing statement of change of registered agent or address of
21registered agent under s. 181.09 (1), or a statement of resignation of registered agent,
22$10, except that no fee may be collected for a change of address resulting from the
23action of a governmental agency if there is no corresponding change in physical
24location and if 2 copies of the notice of the action are submitted to the
department 25secretary of state;
SB176, s. 292
1Section
292. 181.68 (1) (f) of the statutes is amended to read:
SB176,80,32
181.68
(1) (f) Receiving service of any process, notice or demand authorized to
3be served on the
department secretary of state by this chapter, $10;
SB176, s. 293
4Section
293. 181.68 (3) of the statutes is amended to read:
SB176,80,105
181.68
(3) The
department secretary of state shall not file any document
6relating to any corporation, domestic or foreign, organized under or subject to the
7provisions of this chapter, until all fees and charges provided to be paid in connection
8therewith shall have been paid to the
department
secretary of state or while the
9corporation is in default in the payment of any fees, charges or penalties herein
10provided to be paid by or assessed against it.
SB176, s. 294
11Section
294. 181.69 of the statutes is amended to read:
SB176,80,19
12181.69 Penalties for false statements. Any officer or director or any other
13person who shall file or cause to be filed with the
department secretary of state on
14behalf of any corporation subject to this chapter any certificate, report, statement,
15application or any other document required or permitted to be so filed under this
16chapter, known to such director, officer or other person to be false or misleading in
17any material respect shall be imprisoned in the Wisconsin state prisons not more
18than 3 years or in the county jail not more than one year or fined not more than
19$1,000.
SB176, s. 295
20Section
295. 181.73 (title) of the statutes is amended to read:
SB176,80,22
21181.73 (title)
Appeal from department of financial institutions 22secretary of state.
SB176, s. 296
23Section
296. 181.73 (1) of the statutes is amended to read:
SB176,81,1324
181.73
(1) If the
department secretary of state finds that any document
25required by this chapter to be filed
with the department in the secretary of state's
1office does not conform to law, the
department secretary of state shall, within 10 days
2after receipt of the document, give written notice of the decision to the person or
3corporation, domestic or foreign, delivering the document, specifying the reasons
4therefor. The decision shall be subject to such judicial proceedings as are provided
5by law, or such person or corporation, within 60 days after receipt of the notice of
6decision, may commence an action against the
department secretary of state in the
7circuit court of Dane county by filing a summons and a complaint to set aside such
8finding. The proceedings shall be had as in other actions and the person or
9corporation shall receive a new trial on all issues relating to the
department's 10secretary of state's decision. The trial shall be conducted by the court without a jury,
11and the court shall either sustain the action of the
department secretary of state or
12direct the
department secretary of state to take such action as the court deems
13proper.
SB176, s. 297
14Section
297. 181.74 of the statutes is amended to read:
SB176,81,18
15181.74 (title)
Forms to be furnished by
department of financial
16institutions secretary of state. (1) All reports required by this chapter to be filed
17with the department in the office of the secretary of state shall be made on forms
18prescribed and furnished by the
department secretary of state.
SB176,81,23
19(2) The
department secretary of state may provide such forms for other
20documents to be filed
with the department in the secretary of state's office under this
21chapter that the
department secretary of state considers necessary for such purpose
22but the use thereof, unless otherwise specifically prescribed in this chapter, shall not
23be mandatory.
SB176, s. 298
24Section
298. 182.01 (1) of the statutes is repealed.
SB176, s. 299
25Section
299. 182.01 (2) of the statutes is amended to read:
SB176,82,2
1182.01
(2) Record keeping responsibility. The
department secretary of state 2shall receive and maintain business formation records.
SB176, s. 300
3Section
300. 182.01 (3) (intro.) of the statutes is amended to read:
SB176,82,174
182.01
(3) Name of drafter on documents. (intro.) No articles of
5incorporation, articles of organization, articles of amendment, articles of merger,
6consolidation or share exchange, articles of dissolution, restated articles of
7incorporation, certificate of abandonment, or statement or articles of revocation of
8voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or 187; no
9registration statement, amendment of a registration statement, or written notice of
10withdrawal under s. 178.40; and no certificate of limited partnership, certificate of
11amendment, restated certificate of limited partnership or certificate of cancellation,
12provided for pursuant to ch. 179, shall be filed by the
department secretary of state 13unless the name of the individual who, or the governmental agency which, drafted
14such document is printed, typewritten, stamped or written thereon in a legible
15manner. A document complies with this subsection if it contains a statement in the
16following form: "This document was drafted by.... (Name)". This subsection shall not
17apply to a document executed prior to December 1, 1967, or to:
SB176, s. 301
18Section
301. 182.01 (4) of the statutes is amended to read:
SB176,83,1319
182.01
(4) Furnish certified copies; fees. The
department secretary of state 20shall make a copy of any resolution, deed, bond, record, document or paper deposited
21or kept by the
department secretary of state under this section, upon request, attach
22a certificate and collect 50 cents per page and $5 for a certificate; if a copy is not to
23be certified and if the reproduction is performed by the
department secretary of state,
24then collect a fee to cover the actual and necessary cost of reproduction and actual
25and necessary cost of transcription required to produce the copy or $2, whichever is
1greater; also to record any document authorized or required by law to be recorded in
2the
department office of the secretary of state, and to charge a fee of $1 per page. The
3fee for certified copies of certificates of incorporations or amendments, licenses of
4foreign corporations, or similar certificates, and for certificates as to results of
5searches of the records and files of the
department
secretary of state, when a printed
6form is used, shall be $5, but when a specially prepared form is required the fee shall
7be $10. Telegraphic reports as to results of record searches shall be $5 plus the cost
8of the telegram. The
department secretary of state shall charge and collect for
9preparing any record or certificate under this subsection in an expeditious manner,
10an expedited service fee of $25 in addition to the fee otherwise required under this
11subsection, except that only one expedited service fee may be charged for multiple
12identical corporation or limited partnership certificates of status if the certificates
13of status are requested at the same time and issued at the same time.
SB176, s. 302
14Section
302. 182.01 (5) of the statutes is amended to read: