SB176: Bill Text

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:

SB176,86,19 183.0104 (1) A person may reserve the exclusive use of a limited liability company name, including a fictitious name for a foreign limited liability company whose name is not available, by delivering an application to the department secretary of state for filing or by making a telephone application. The application shall include the applicant's name and address and the name proposed to be reserved. If the department secretary of state finds that the name applied for under this subsection is available, the department secretary of state shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. If an application to reserve a name or to renew a reserved name is made by telephone, the department secretary of state shall cancel the reservation or renewal if the department secretary of state does not receive the fee required under s. 183.0114 (1) (e) or (f) within 10 business days after the day on which the application is made.

SB176, s. 312 Section 312. 183.0104 (2) of the statutes is amended to read:

SB176,86,24 183.0104 (2) A person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the department secretary of state a written and signed notice of the transfer that states the name and address of the transferee.

SB176, s. 313 Section 313. 183.0104 (3) (a) of the statutes is amended to read:

SB176,87,5 183.0104 (3) (a) A foreign limited liability company may register its name if the name is distinguishable upon the records of the department secretary of state from the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability company delivers to the department secretary of state for filing an application complying with par. (b).

SB176, s. 314 Section 314. 183.0104 (3) (c) of the statutes is amended to read:

SB176,87,11 183.0104 (3) (c) The registration expires annually on December 31. A foreign limited liability company may renew its registration by delivering to the department secretary of state for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.

SB176, s. 315 Section 315. 183.0105 (2) (a) of the statutes is amended to read:

SB176,87,14 183.0105 (2) (a) Delivering to the department secretary of state for filing a statement of change.

SB176, s. 316 Section 316. 183.0105 (2) (c) of the statutes is amended to read:

SB176,87,19 183.0105 (2) (c) In the case of a foreign limited liability company, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. A change under this paragraph is effective on the date the annual report is filed by the office of the department secretary of state.

SB176, s. 317 Section 317. 183.0105 (4) of the statutes is amended to read:

SB176,88,2 183.0105 (4) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any limited liability company for which that person is the registered agent by notifying the limited liability company in writing of the change and by signing, either manually or in facsimile, and delivering to the department secretary of state for filing a statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.

SB176, s. 318 Section 318. 183.0105 (5) (intro.) of the statutes is amended to read:

SB176,88,6 183.0105 (5) (intro.)  The registered agent of a limited liability company may resign as registered agent by delivering to the department secretary of state for filing a written statement that includes all of the following information:

SB176, s. 319 Section 319. 183.0105 (6) of the statutes is amended to read:

SB176,88,10 183.0105 (6) After filing the statement required under sub. (5), the department secretary of state shall mail a copy of the statement to the limited liability company at its principal office.

SB176, s. 320 Section 320. 183.0105 (8) (c) of the statutes is amended to read:

SB176,88,16 183.0105 (8) (c) If the address of the limited liability company's principal office cannot be determined from the records of the department secretary of state, the limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the department secretary of state, is located.

SB176, s. 321 Section 321. 183.0107 (1) of the statutes is amended to read:

SB176,88,22 183.0107 (1) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the department office of the secretary of state shall be executed by a manager, if management of the limited liability company is vested in a manager or managers, or any member, if management of the limited liability company is reserved to the members.

SB176, s. 322 Section 322. 183.0107 (3) of the statutes is amended to read:

SB176,89,3 183.0107 (3) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the department secretary of state.

SB176, s. 323 Section 323. 183.0108 (1) (intro.) of the statutes is amended to read:

SB176,89,8 183.0108 (1) (intro.)  Except as provided in sub. (3), to be filed under s. 183.0110, a document required or permitted to be filed under this chapter with the department in the office of the secretary of state shall satisfy all of the following requirements:

SB176, s. 324 Section 324. 183.0108 (1) (e) of the statutes is amended to read:

SB176,89,11 183.0108 (1) (e) Be on the form prescribed by the department secretary of state if the document is described in s. 183.0109 (1).

SB176, s. 325 Section 325. 183.0108 (1) (f) of the statutes is amended to read:

SB176,89,15 183.0108 (1) (f) Be delivered to the office of the department secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 183.0114.

SB176, s. 326 Section 326. 183.0108 (2) of the statutes is amended to read:

SB176,89,19 183.0108 (2) The department secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

SB176, s. 327 Section 327. 183.0108 (3) of the statutes is amended to read:

SB176,89,23 183.0108 (3) The department secretary of state may waive any of the requirements of subs. (1) and (2) and of s. 183.0107 if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

SB176, s. 328 Section 328. 183.0109 (1) (a) (intro.) of the statutes is amended to read:

SB176,90,2 183.0109 (1) (a) (intro.) The department secretary of state shall prescribe, and furnish on request, forms for all of the following documents:

SB176, s. 329 Section 329. 183.0109 (1) (b) of the statutes is amended to read:

SB176,90,6 183.0109 (1) (b) The forms prescribed by the department secretary of state under par. (a) 1. to 4. shall require disclosure of only the information required under ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.

SB176, s. 330 Section 330. 183.0109 (2) of the statutes is amended to read:

SB176,90,10 183.0109 (2) The department secretary of state may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

SB176, s. 331 Section 331. 183.0110 (title) of the statutes is amended to read:

SB176,90,13 183.0110 (title) Filing duty of department of financial institutions secretary of state.

SB176, s. 332 Section 332. 183.0110 (1) of the statutes is amended to read:

SB176,90,20 183.0110 (1) Upon receipt of a document by the department office of the secretary of state for filing under this chapter, the department secretary of state shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The department secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

SB176, s. 333 Section 333. 183.0110 (2) of the statutes is amended to read:

SB176,91,3 183.0110 (2) (a) Except as provided in par. (b), if a document satisfies s. 183.0108 and the terms of the document satisfy the applicable provisions of this chapter, the department secretary of state shall file the document by stamping or otherwise endorsing "filed", together with the department's secretary of state's name, on both the original and the document copy. After filing a document, the department secretary of state shall deliver the document copy to the domestic limited liability company or foreign limited liability company, or its representative.

SB176,91,8 (b) If a domestic limited liability company or foreign limited liability company is in default in the payment of any fee required under this chapter, the department secretary of state shall refuse to file any document relating to the domestic limited liability company or foreign limited liability company until all delinquent fees are paid by the domestic limited liability company or foreign limited liability company.

SB176, s. 334 Section 334. 183.0110 (3) of the statutes is amended to read:

SB176,91,15 183.0110 (3) (a) If the department secretary of state refuses to file a document, the department secretary of state shall return it to the domestic limited liability company or foreign limited liability company, or its representative, within 5 business days after the date on which the document is received by the department office of the secretary of state for filing, together with a brief, written explanation of the reason for the refusal.

SB176,91,18 (b) The department's secretary of state's failure to either file or return a document within 5 business days after the date on which it is received constitutes a refusal to file the document.

SB176,92,2 (c) Except as provided in s. 183.0112 (3), if a document that had been refused for filing by the department secretary of state is resubmitted to and filed by the department secretary of state, the effective date of the filed document under s. 183.0111 is the date that the resubmitted document is received by the department office of the secretary of state for filing or a delayed effective date specified in the resubmitted document in accordance with s. 183.0111 (2). The effective time of the resubmitted documents shall be determined under s. 183.0111 (1) or (2), whichever is applicable.

SB176, s. 335 Section 335. 183.0110 (4) (intro.) of the statutes is amended to read:

SB176,92,6 183.0110 (4) (intro.)  Except as provided in s. 183.0204 (2), the department's secretary of state's filing of a document or refusal to file a document does not do any of the following:

SB176, s. 336 Section 336. 183.0111 (1) (a) (intro.) of the statutes is amended to read:

SB176,92,12 183.0111 (1) (a) (intro.) Except as provided in sub. (2) and ss. 183.0105 (7), 183.0112 (3), 183.0120 (5) and 183.1009 (3), a document filed by the department secretary of state under this chapter is effective on the date that it is received by the department office of the secretary of state for filing and at any of the following times on that date:

SB176, s. 337 Section 337. 183.0111 (1) (b) of the statutes is amended to read:

SB176,92,16 183.0111 (1) (b) The date that a document is received by the department secretary of state is determined by the department's secretary of state's endorsement on the original document under s. 183.0110 (1).

SB176, s. 338 Section 338. 183.0112 (1) of the statutes is amended to read:

SB176,92,22 183.0112 (1) A domestic limited liability company or foreign limited liability company may correct a document that is filed by the department secretary of state if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.

SB176, s. 339 Section 339. 183.0112 (2) (intro.) of the statutes is amended to read:

SB176,93,2 183.0112 (2) (intro.)  To correct a document under sub. (1), a domestic limited liability company or foreign limited liability company shall prepare and deliver to the department secretary of state for filing articles of correction that satisfy all of the following:

SB176, s. 340 Section 340. 183.0113 (1) of the statutes is amended to read:

SB176,93,6 183.0113 (1) Any person may obtain from the department secretary of state, upon request, a certificate of status for a domestic limited liability company or foreign limited liability company.

SB176, s. 341 Section 341. 183.0113 (2) (b) 1m. of the statutes is amended to read:

SB176,93,10 183.0113 (2) (b) 1m. In the case of a foreign limited liability company, the foreign limited liability company has, during its most recently completed report year, filed with the department secretary of state an annual report required by s. 183.0120.

SB176, s. 342 Section 342. 183.0113 (3) of the statutes is amended to read: