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:
SB176,83,2215
182.01
(5) Conditional acceptance of filing fees. Before actually filing any
16document by making an endorsement on that document, the
department secretary
17of state may accept and deposit the filing fee submitted with that document upon the
18condition that if subsequent examination of the document establishes that it does not
19meet the requirements for filing, the fee may be refunded and upon the condition that
20if a discrepancy in the amount of the fee is subsequently discovered the
department 21secretary of state may then demand further payment of a shortage or refund an
22overpayment subject to s. 20.905 (3).
SB176, s. 303
23Section
303. 182.01 (6) of the statutes is amended to read:
SB176,84,624
182.01
(6) Discrimination by corporations or limited liability companies. If
25a complaint is made to the
department secretary of state that any corporation or
1limited liability company authorized to do business in this state is guilty of
2discrimination under s. 100.22, refer the matter to the department of agriculture,
3trade and consumer protection, which shall, if the facts justify it in its judgment,
4cause appropriate administrative or judicial proceedings to be commenced against
5the corporation or limited liability company and its officers or managers and
6members.
SB176, s. 304
7Section
304. 182.031 (2) of the statutes is amended to read:
SB176,84,148
182.031
(2) Powers; place of business. Every such corporation shall possess
9all the rights and powers conferred upon corporations by chs. 180 and 184. It may
10have its principal place of business without the state. If its principal place of business
11is outside the state, process in actions against it may be served as provided in s.
12180.1510 for service on a foreign stock corporation authorized to transact business
13in this state or upon the
department of financial institutions secretary of state as
14provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.
SB176, s. 305
15Section
305. 182.34 (7) (d) of the statutes is amended to read:
SB176,84,2416
182.34
(7) (d) The pledge of the sinking fund under par. (c) shall be valid and
17binding from the time when the pledge is made. The tolls or other revenues or other
18moneys so pledged and thereafter received by the corporation shall immediately be
19subject to the lien of the pledge without any physical delivery thereof, or further act,
20and the lien of any such pledge shall be valid and binding as against all parties
21having claims of any kind in tort, contract or otherwise against the corporation. All
22trust agreements and all resolutions relating thereto shall be filed with the
23department of financial institutions secretary of state and recorded in the records of
24the corporation.
SB176, s. 306
25Section
306. 182.45 of the statutes is amended to read:
SB176,85,7
1182.45 Reports. On or before the first day of February of each year, the
2corporation shall make an annual report of its activities for the preceding calendar
3year to the
department of financial institutions
secretary of state. Each such report
4shall set forth a complete operating and financial statement covering its operations
5during the year. The corporation shall cause an audit of its books to be made at least
6once each year by certified public accountants and the cost thereof may be treated
7as a part of the cost of the construction or of operations of the project.
SB176, s. 307
8Section
307. 183.0102 (3m) of the statutes is repealed.
SB176, s. 308
9Section
308. 183.0102 (17) of the statutes is amended to read:
SB176,85,1110
183.0102
(17) "Organizer" means the person who signs and delivers the articles
11of organization for filing to the
department secretary of state.
SB176, s. 309
12Section
309. 183.0103 (2) (intro.) of the statutes is amended to read:
SB176,85,1513
183.0103
(2) (intro.) Except as provided in sub. (4), the name of a domestic
14limited liability company shall be distinguishable upon the records of the
15department secretary of state from all of the following names:
SB176, s. 310
16Section
310. 183.0103 (4) of the statutes is amended to read:
SB176,85,2117
183.0103
(4) A limited liability company may apply to the
department 18secretary of state for authorization to use a name that is not distinguishable upon
19the records of the
department secretary of state from one or more of the names
20described in sub. (2) (a) to (c). The
department
secretary of state shall authorize use
21of the name applied for if any of the following occurs:
SB176,86,222
(a) The other limited liability company, corporation, nonstock corporation,
23limited partnership, limited liability partnership or cooperative association consents
24to the use in writing and submits an undertaking in a form satisfactory to the
1department secretary of state to change its name to a name that is distinguishable
2upon the records of the
department secretary of state from the name of the applicant.
SB176,86,53
(b) The applicant delivers to the
department secretary of state a certified copy
4of a final judgment of a court of competent jurisdiction establishing the applicant's
5right to use the name applied for in this state.
SB176, s. 311
6Section
311. 183.0104 (1) of the statutes is amended to read:
SB176,86,197
183.0104
(1) A person may reserve the exclusive use of a limited liability
8company name, including a fictitious name for a foreign limited liability company
9whose name is not available, by delivering an application to the
department 10secretary of state for filing or by making a telephone application. The application
11shall include the applicant's name and address and the name proposed to be
12reserved. If the
department secretary of state finds that the name applied for under
13this subsection is available, the
department secretary of state shall reserve the name
14for the applicant's exclusive use for a 120-day period, which may be renewed by the
15applicant or a transferee under sub. (2) from time to time. If an application to reserve
16a name or to renew a reserved name is made by telephone, the
department secretary
17of state shall cancel the reservation or renewal if the
department secretary of state 18does not receive the fee required under s. 183.0114 (1) (e) or (f) within 10 business
19days after the day on which the application is made.
SB176, s. 312
20Section
312. 183.0104 (2) of the statutes is amended to read:
SB176,86,2421
183.0104
(2) A person who has the right to exclusive use of a reserved name
22under sub. (1) may transfer the reservation to another person by delivering to the
23department secretary of state a written and signed notice of the transfer that states
24the name and address of the transferee.
SB176, s. 313
25Section
313. 183.0104 (3) (a) of the statutes is amended to read:
SB176,87,5
1183.0104
(3) (a) A foreign limited liability company may register its name if the
2name is distinguishable upon the records of the
department secretary of state from
3the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability
4company delivers to the
department secretary of state for filing an application
5complying with par. (b).
SB176, s. 314
6Section
314. 183.0104 (3) (c) of the statutes is amended to read:
SB176,87,117
183.0104
(3) (c) The registration expires annually on December 31. A foreign
8limited liability company may renew its registration by delivering to the
department 9secretary of state for filing a renewal application, which complies with par. (b),
10between October 1 and December 31 of each year that the registration is in effect.
11The renewal application when filed renews the registration for the next year.
SB176, s. 315
12Section
315. 183.0105 (2) (a) of the statutes is amended to read:
SB176,87,1413
183.0105
(2) (a) Delivering to the
department secretary of state for filing a
14statement of change.
SB176, s. 316
15Section
316. 183.0105 (2) (c) of the statutes is amended to read:
SB176,87,1916
183.0105
(2) (c) In the case of a foreign limited liability company, including the
17name of its registered agent and the street address of its registered office, as changed,
18in its annual report under s. 183.0120. A change under this paragraph is effective
19on the date the annual report is filed by the office of the
department secretary of state.
SB176, s. 317
20Section
317. 183.0105 (4) of the statutes is amended to read:
SB176,88,221
183.0105
(4) If a registered agent changes the street address of the registered
22agent's business office, the registered agent may change the street address of the
23registered office of any limited liability company for which that person is the
24registered agent by notifying the limited liability company in writing of the change
25and by signing, either manually or in facsimile, and delivering to the
department
1secretary of state for filing a statement that complies with sub. (3) and recites that
2the limited liability company has been notified of the change.
SB176, s. 318
3Section
318. 183.0105 (5) (intro.) of the statutes is amended to read:
SB176,88,64
183.0105
(5) (intro.) The registered agent of a limited liability company may
5resign as registered agent by delivering to the
department secretary of state for filing
6a written statement that includes all of the following information:
SB176, s. 319
7Section
319. 183.0105 (6) of the statutes is amended to read:
SB176,88,108
183.0105
(6) After filing the statement required under sub. (5), the
department 9secretary of state shall mail a copy of the statement to the limited liability company
10at its principal office.
SB176, s. 320
11Section
320. 183.0105 (8) (c) of the statutes is amended to read:
SB176,88,1612
183.0105
(8) (c) If the address of the limited liability company's principal office
13cannot be determined from the records of the
department secretary of state, the
14limited liability company may be served by publishing a class 3 notice, under ch. 985,
15in the community where the limited liability company's registered office, as most
16recently designated in the records of the
department
secretary of state, is located.