SB176: Bill Text

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.

SB176, s. 283 Section 283. 181.67 (2) (b) of the statutes is amended to read:

SB176,78,7 181.67 (2) (b) The department secretary of state shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate certified by the department secretary of state, within 5 days of filing.

SB176, s. 284 Section 284. 181.67 (3) of the statutes is amended to read:

SB176,78,13 181.67 (3) (a) Each week the department secretary of state shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the corporation, the name of the county of the corporation's principal office, and the date of filing.

SB176,78,16 (b) The department of financial institutions secretary of state shall forward to the department of regulation and licensing the name and address of any corporation filing articles of incorporation under this chapter.

SB176, s. 285 Section 285. 181.67 (4) of the statutes is amended to read:

SB176,78,21 181.67 (4) A document required to be filed and recorded under this chapter is effective on filing with the department secretary of state, except as provided in s. 181.46. An error or omission in recording the document or a certificate under s. 181.667 (2) with a register of deeds does not affect its effectiveness.

SB176, s. 286 Section 286. 181.67 (5) of the statutes is amended to read:

SB176,79,2 181.67 (5) A document filed with the department secretary of state under this chapter before May 7, 1982 is effective unless the records of the department secretary of state show that the document was recognized as ineffective because of a recording defect and the department secretary of state or the corporation acted in reliance on the ineffectiveness of the document.

SB176, s. 287 Section 287. 181.67 (6) (a) (intro.) of the statutes is amended to read:

SB176,79,5 181.67 (6) (a) (intro.) The department secretary of state may waive any of the following:

SB176, s. 288 Section 288. 181.67 (6) (a) 2. of the statutes is amended to read:

SB176,79,9 181.67 (6) (a) 2. An omission or defect in a document, if the department secretary of state determines from the face of the document that the omission or defect is immaterial.

SB176, s. 289 Section 289. 181.68 (1) (intro.) of the statutes is amended to read:

SB176,79,12 181.68 (1) (intro.)  The department secretary of state shall charge and collect for:

SB176, s. 290 Section 290. 181.68 (1) (b) of the statutes is amended to read:

SB176,79,18 181.68 (1) (b) Filing articles of amendment, $25, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department secretary of state;

SB176, s. 291 Section 291. 181.68 (1) (e) of the statutes is amended to read:

SB176,79,25 181.68 (1) (e) Filing statement of change of registered agent or address of registered agent under s. 181.09 (1), or a statement of resignation of registered agent, $10, except that no fee may be collected for a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department secretary of state;

SB176, s. 292 Section 292. 181.68 (1) (f) of the statutes is amended to read:

SB176,80,3 181.68 (1) (f) Receiving service of any process, notice or demand authorized to be served on the department secretary of state by this chapter, $10;

SB176, s. 293 Section 293. 181.68 (3) of the statutes is amended to read:

SB176,80,10 181.68 (3) The department secretary of state shall not file any document relating to any corporation, domestic or foreign, organized under or subject to the provisions of this chapter, until all fees and charges provided to be paid in connection therewith shall have been paid to the department secretary of state or while the corporation is in default in the payment of any fees, charges or penalties herein provided to be paid by or assessed against it.

SB176, s. 294 Section 294. 181.69 of the statutes is amended to read:

SB176,80,19 181.69 Penalties for false statements. Any officer or director or any other person who shall file or cause to be filed with the department secretary of state on behalf of any corporation subject to this chapter any certificate, report, statement, application or any other document required or permitted to be so filed under this chapter, known to such director, officer or other person to be false or misleading in any material respect shall be imprisoned in the Wisconsin state prisons not more than 3 years or in the county jail not more than one year or fined not more than $1,000.

SB176, s. 295 Section 295. 181.73 (title) of the statutes is amended to read:

SB176,80,22 181.73 (title) Appeal from department of financial institutions secretary of state.

SB176, s. 296 Section 296. 181.73 (1) of the statutes is amended to read:

SB176,81,13 181.73 (1) If the department secretary of state finds that any document required by this chapter to be filed with the department in the secretary of state's office does not conform to law, the department secretary of state shall, within 10 days after receipt of the document, give written notice of the decision to the person or corporation, domestic or foreign, delivering the document, specifying the reasons therefor. The decision shall be subject to such judicial proceedings as are provided by law, or such person or corporation, within 60 days after receipt of the notice of decision, may commence an action against the department secretary of state in the circuit court of Dane county by filing a summons and a complaint to set aside such finding. The proceedings shall be had as in other actions and the person or corporation shall receive a new trial on all issues relating to the department's secretary of state's decision. The trial shall be conducted by the court without a jury, and the court shall either sustain the action of the department secretary of state or direct the department secretary of state to take such action as the court deems proper.

SB176, s. 297 Section 297. 181.74 of the statutes is amended to read:

SB176,81,18 181.74 (title) Forms to be furnished by department of financial institutions secretary of state. (1) All reports required by this chapter to be filed with the department in the office of the secretary of state shall be made on forms prescribed and furnished by the department secretary of state.

SB176,81,23 (2) The department secretary of state may provide such forms for other documents to be filed with the department in the secretary of state's office under this chapter that the department secretary of state considers necessary for such purpose but the use thereof, unless otherwise specifically prescribed in this chapter, shall not be mandatory.

SB176, s. 298 Section 298. 182.01 (1) of the statutes is repealed.

SB176, s. 299 Section 299. 182.01 (2) of the statutes is amended to read:

SB176,82,2 182.01 (2) Record keeping responsibility. The department secretary of state shall receive and maintain business formation records.

SB176, s. 300 Section 300. 182.01 (3) (intro.) of the statutes is amended to read:

SB176,82,17 182.01 (3) Name of drafter on documents. (intro.) No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or 187; no registration statement, amendment of a registration statement, or written notice of withdrawal under s. 178.40; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be filed by the department secretary of state unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: "This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:

SB176, s. 301 Section 301. 182.01 (4) of the statutes is amended to read:

SB176,83,13 182.01 (4) Furnish certified copies; fees. The department secretary of state shall make a copy of any resolution, deed, bond, record, document or paper deposited or kept by the department secretary of state under this section, upon request, attach a certificate and collect 50 cents per page and $5 for a certificate; if a copy is not to be certified and if the reproduction is performed by the department secretary of state, then collect a fee to cover the actual and necessary cost of reproduction and actual and necessary cost of transcription required to produce the copy or $2, whichever is greater; also to record any document authorized or required by law to be recorded in the department office of the secretary of state, and to charge a fee of $1 per page. The fee for certified copies of certificates of incorporations or amendments, licenses of foreign corporations, or similar certificates, and for certificates as to results of searches of the records and files of the department secretary of state, when a printed form is used, shall be $5, but when a specially prepared form is required the fee shall be $10. Telegraphic reports as to results of record searches shall be $5 plus the cost of the telegram. The department secretary of state shall charge and collect for preparing any record or certificate under this subsection in an expeditious manner, an expedited service fee of $25 in addition to the fee otherwise required under this subsection, except that only one expedited service fee may be charged for multiple identical corporation or limited partnership certificates of status if the certificates of status are requested at the same time and issued at the same time.

SB176, s. 302 Section 302. 182.01 (5) of the statutes is amended to read:

SB176,83,22 182.01 (5) Conditional acceptance of filing fees. Before actually filing any document by making an endorsement on that document, the department secretary of state may accept and deposit the filing fee submitted with that document upon the condition that if subsequent examination of the document establishes that it does not meet the requirements for filing, the fee may be refunded and upon the condition that if a discrepancy in the amount of the fee is subsequently discovered the department secretary of state may then demand further payment of a shortage or refund an overpayment subject to s. 20.905 (3).

SB176, s. 303 Section 303. 182.01 (6) of the statutes is amended to read:

SB176,84,6 182.01 (6) Discrimination by corporations or limited liability companies. If a complaint is made to the department secretary of state that any corporation or limited liability company authorized to do business in this state is guilty of discrimination under s. 100.22, refer the matter to the department of agriculture, trade and consumer protection, which shall, if the facts justify it in its judgment, cause appropriate administrative or judicial proceedings to be commenced against the corporation or limited liability company and its officers or managers and members.

SB176, s. 304 Section 304. 182.031 (2) of the statutes is amended to read:

SB176,84,14 182.031 (2) Powers; place of business. Every such corporation shall possess all the rights and powers conferred upon corporations by chs. 180 and 184. It may have its principal place of business without the state. If its principal place of business is outside the state, process in actions against it may be served as provided in s. 180.1510 for service on a foreign stock corporation authorized to transact business in this state or upon the department of financial institutions secretary of state as provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.

SB176, s. 305 Section 305. 182.34 (7) (d) of the statutes is amended to read:

SB176,84,24 182.34 (7) (d) The pledge of the sinking fund under par. (c) shall be valid and binding from the time when the pledge is made. The tolls or other revenues or other moneys so pledged and thereafter received by the corporation shall immediately be subject to the lien of the pledge without any physical delivery thereof, or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the corporation. All trust agreements and all resolutions relating thereto shall be filed with the department of financial institutions secretary of state and recorded in the records of the corporation.

SB176, s. 306 Section 306. 182.45 of the statutes is amended to read:

SB176,85,7 182.45 Reports. On or before the first day of February of each year, the corporation shall make an annual report of its activities for the preceding calendar year to the department of financial institutions secretary of state. Each such report shall set forth a complete operating and financial statement covering its operations during the year. The corporation shall cause an audit of its books to be made at least once each year by certified public accountants and the cost thereof may be treated as a part of the cost of the construction or of operations of the project.

SB176, s. 307 Section 307. 183.0102 (3m) of the statutes is repealed.

SB176, s. 308 Section 308. 183.0102 (17) of the statutes is amended to read:

SB176,85,11 183.0102 (17) "Organizer" means the person who signs and delivers the articles of organization for filing to the department secretary of state.

SB176, s. 309 Section 309. 183.0103 (2) (intro.) of the statutes is amended to read:

SB176,85,15 183.0103 (2) (intro.)  Except as provided in sub. (4), the name of a domestic limited liability company shall be distinguishable upon the records of the department secretary of state from all of the following names:

SB176, s. 310 Section 310. 183.0103 (4) of the statutes is amended to read:

SB176,85,21 183.0103 (4) A limited liability company may apply to the department secretary of state for authorization to use 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) (a) to (c). The department secretary of state shall authorize use of the name applied for if any of the following occurs:

SB176,86,2 (a) The other limited liability company, corporation, 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.

SB176,86,5 (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. 311 Section 311. 183.0104 (1) of the statutes is amended to read: