SB176: Bill Text

SB176, s. 500 Section 500. 611.72 (1) of the statutes is amended to read:

SB176,147,25 611.72 (1) General. Subject to this section, ss. 180.1101, 180.1103 to 180.1107, 180.1706, 180.1707 and 180.1708 (5) apply to the merger of a domestic stock insurance corporation or its parent insurance holding corporation, except that papers required by those sections to be filed with the department of financial institutions secretary of state shall instead be filed with the commissioner.

SB176, s. 501 Section 501. 611.73 (1) of the statutes is amended to read:

SB176,148,5 611.73 (1) Authorization, domestic corporations. Any 2 or more domestic mutuals may merge or consolidate under the procedures of ss. 181.42 to 181.47, except that papers required by those sections to be filed with the department of financial institutions secretary of state shall instead be filed with the commissioner.

SB176, s. 502 Section 502. 611.74 (1) of the statutes is amended to read:

SB176,148,21 611.74 (1) Plan of dissolution. At least 60 days prior to the submission to shareholders or policyholders of any proposed voluntary dissolution of an insurance corporation under s. 180.1402 or 181.50 the plan shall be filed with the commissioner. The commissioner may require the submission of additional information to establish the financial condition of the corporation or other facts relevant to the proposed dissolution. If the shareholders or policyholders adopt the resolution to dissolve, the commissioner shall, within 30 days after the adoption of the resolution, begin to examine the corporation. The commissioner shall approve the dissolution unless, after a hearing, the commissioner finds that it is insolvent or may become insolvent in the process of dissolution. Upon approval, the corporation may dissolve under ss. 180.1402 to 180.1408 and 180.1706, or ss. 181.51 to 181.555, except that the last sentence of s. 181.555 does not apply and papers required by those sections to be filed with the department of financial institutions secretary of state shall instead be filed with the commissioner. Upon disapproval, the commissioner shall petition the court for liquidation or for rehabilitation under ch. 645.

SB176, s. 503 Section 503. 613.01 (8) of the statutes is amended to read:

SB176,148,25 613.01 (8) (title) Department of financial institutions Secretary of state. In any provision of ch. 180 or 181 made applicable to service insurance corporations in this chapter, "department" "secretary of state" means commissioner of insurance.

SB176, s. 504 Section 504. 614.09 of the statutes is amended to read:

SB176,149,4 614.09 Reservation of corporate name. Section 181.07 applies to fraternals, except that "department" "secretary of state" shall be read "commissioner".

SB176, s. 505 Section 505. 616.09 (1) (c) 2. of the statutes is amended to read:

SB176,149,10 616.09 (1) (c) 2. In all actions commenced after May 11, 1980, in those provisions of ch. 185 which apply under subd. 1. to plans authorized under s. 616.06, "department" "secretary of state" shall be deemed to read "department of financial institutions "secretary of state and commissioner", except in s. 185.48, where "department" "secretary of state" shall be deemed to read "commissioner".

SB176, s. 506 Section 506. 616.74 (1) (c) of the statutes is amended to read:

SB176,149,16 616.74 (1) (c) A certificate from the department of financial institutions secretary of state, if it is a nonprofit corporation, that it has complied with the corporation laws of this state; if it is a corporation the stock of which has been or is being sold to the general public, a certificate from the division of securities that it has complied with the requirements of the securities law of this state.

SB176, s. 507 Section 507. 703.23 (1) of the statutes is amended to read:

SB176,150,3 703.23 (1) Appointment of resident agent; change in name or address. When any property is submitted to a condominium declaration, the declarant shall appoint a resident agent for the condominium who shall be a citizen and actual resident of the state or corporation duly registered or qualified to do business in the state. The declarant shall file the name and address of the resident agent with the department of financial institutions secretary of state. The name or address of the resident agent may be changed by the association or other proper authority of the condominium in the same manner and to the same extent that names and addresses of registered agents may be changed by corporations. If the association is incorporated, the registered agent for the association shall be the registered agent for the condominium.

SB176, s. 508 Section 508. 703.23 (2) of the statutes is amended to read:

SB176,150,8 703.23 (2) Index of names and address of resident agents. The department of financial institutions secretary of state shall keep an index of the names and addresses of resident agents and shall make the information available to the public on request.

SB176, s. 509 Section 509. 704.22 (2) of the statutes is amended to read:

SB176,150,11 704.22 (2) Designation of an agent under sub. (1) shall be in writing and filed with the department of financial institutions secretary of state.

SB176, s. 510 Section 510. 779.87 (3) (b) of the statutes is amended to read:

SB176,150,15 779.87 (3) (b) Amount; filed. The principal sum of the bond shall be $25,000 at all times. A copy of the bond shall be filed with the department of financial institutions secretary of state.

SB176, s. 511 Section 511. 779.97 (2) (c) 1. of the statutes is amended to read:

SB176,150,20 779.97 (2) (c) 1. If the person against whose interest the lien applies is a partnership or a corporation, as defined in 26 USC 7701 (a) (2) and (3), whose principal executive office is in this state, with the department of financial institutions in the office of the secretary of state.

SB176, s. 512 Section 512. 779.97 (2) (c) 2. of the statutes is amended to read:

SB176,150,24 779.97 (2) (c) 2. If the person against whose interest the lien applies is a trust not covered under subd. 1., with the department of financial institutions in the office of the secretary of state.

SB176, s. 513 Section 513. 779.97 (2) (c) 3. of the statutes is amended to read:

SB176,151,3 779.97 (2) (c) 3. If the person against whose interest the lien applies is the estate of a decedent, with the department of financial institutions in the office of the secretary of state.

SB176, s. 514 Section 514. 779.97 (4) (a) 1. of the statutes is amended to read:

SB176,151,8 779.97 (4) (a) 1. With the department of financial institutions secretary of state, the filing officer secretary of state shall cause the notice to be marked, held and indexed in accordance with s. 409.403 (4) as if the notice were a financing statement within the meaning of chs. 401 to 411; or

SB176, s. 515 Section 515. 779.97 (4) (b) 1. of the statutes is amended to read:

SB176,151,15 779.97 (4) (b) 1. If a refiling of a notice of lien is presented to the department of financial institutions secretary of state for filing, the filing officer secretary of state shall cause the refiled notice of federal lien to be marked, held and indexed in accordance with s. 409.403 as if the refiling were a continuation statement within the meaning of chs. 401 to 411, except that the time period in par. (d) shall apply instead of the time period in s. 409.403 (2) and (3).

SB176, s. 516 Section 516. 779.97 (4) (b) 2. of the statutes is amended to read:

SB176,152,3 779.97 (4) (b) 2. If a certificate of release is presented to the department of financial institutions secretary of state for filing, the filing officer secretary of state shall cause the certificate to be marked, held and indexed in accordance with s. 409.404 as if the certificate were a termination statement within the meaning of chs. 401 to 411, and the filing officer secretary of state may remove the notice of federal lien and any related refiling of a notice of lien, certificate of nonattachment, discharge or subordination from the files at any time after receipt of the certificate of release, but the department of financial institutions secretary of state shall keep the certificate of release or a microfilm or other photographic record or optical disk or electronic record of the certificate of release in a file, separate from those containing currently effective notices of liens, for a period of 30 years after the date of filing of the certificate of release.

SB176, s. 517 Section 517. 779.97 (4) (b) 3. of the statutes is amended to read:

SB176,152,8 779.97 (4) (b) 3. If a certificate of discharge is presented to the department of financial institutions secretary of state for filing, the filing officer secretary of state shall cause the certificate to be marked, held and indexed as if the certificate were a release of collateral within the meaning of chs. 401 to 411.

SB176, s. 518 Section 518. 779.97 (4) (b) 4. of the statutes is amended to read:

SB176,152,14 779.97 (4) (b) 4. If a certificate of nonattachment or subordination of any lien is presented to the department of financial institutions secretary of state for filing, the filing officer secretary of state shall cause the certificate to be marked, held and indexed as if the certificate were an amendment within the meaning of chs. 401 to 411.

SB176, s. 519 Section 519. 779.97 (4) (c) 2. of the statutes is amended to read:

SB176,153,2 779.97 (4) (c) 2. If a certificate of release is presented for filing with any other filing officer specified in sub. (2), the officer shall enter the certificate with the date of filing in any alphabetical federal lien index on the line where the original notice of lien is entered and may then remove the notice of federal lien and any related refiling of a notice of lien, certificate of nonattachment, discharge or subordination from the files, provided that the officer shall keep the certificate of release or a microfilm or other photographic record, or in the case of the department of financial institutions secretary of state, or a register of deeds if authorized under s. 59.43 (4), a microfilm or other photographic record or optical disk or electronic record, of the certificate of release in a file, separate from those containing currently effective notices of federal liens, for a period of 30 years after the date of filing of the certificate of release.

SB176, s. 520 Section 520. 891.20 of the statutes is amended to read:

SB176,153,22 891.20 Articles of incorporation, presumptions. Except as provided in s. 180.0203 (2), any charter or patent of incorporation which shall have been issued by the governor, or secretary of state or department of financial institutions, or by any combination, to any corporation under any law of the state; any certificate of organization or association of any corporation or joint stock company; the articles of organization of a limited liability company; the articles of association or organization of any corporation, or a certified copy thereof, which shall have been filed or recorded in the office of the secretary of state or with the department of financial institutions, or recorded in the office of any register of deeds or filed or recorded in the office of any clerk of the circuit court under any law of the state; any certificate or resolution for the purpose of amendment, and every amendment in any form, of the charter, patent, certificate or articles of association or organization or of the name, corporate powers or purposes of any corporation or limited liability company, filed or recorded in any of the departments or either of the offices and a certified copy of any such document so filed or recorded shall be received as conclusive evidence of the existence of the corporation, limited liability company or joint stock company mentioned therein, or of the due amendment of the charter, patent, certificate or articles of association or organization thereof in all cases where such facts are only collaterally involved; and as presumptive evidence thereof and of the facts therein stated in all other cases.

SB176, s. 521 Section 521. 893.19 (1) of the statutes is amended to read:

SB176,154,16 893.19 (1) If a person is out of this state when the cause of action accrues against the person an action may be commenced within the terms of this chapter respectively limited after the person returns or removes to this state. But the foregoing provision shall not apply to any case where, at the time the cause of action accrues, neither the party against nor the party in favor of whom the same accrues is a resident of this state; and if, after a cause of action accrues against any person, he or she departs from and resides out of this state the time of absence is not any part of the time limited for the commencement of an action; provided, that no foreign corporation which files with the department of financial institutions secretary of state, or any other state official or body, pursuant to the requirements of any applicable statute of this state, an instrument appointing a registered agent as provided in ch. 180, a resident or any state official or body of this state, its attorney or agent, on whom, pursuant to such instrument or any applicable statute, service of process may be made in connection with such cause of action, is deemed a person out of this state within the meaning of this section for the period during which such appointment is effective, excluding from such period the time of absence from this state of any registered agent, resident agent or attorney so appointed who departs from and resides outside of this state.

SB176, s. 522 Section 522. 992.06 (2) of the statutes is amended to read:

SB176,155,14 992.06 (2) Whenever in the organization of corporations under chapter 146, laws of 1872, articles of association were made and adopted and signed by the persons forming such corporation, and there may have been a failure to make and record a verified copy thereof in the office of the register of deeds of the county in which such corporation is located, and such association, organization or corporation has in good faith carried on business and acted as a corporation for 25 years or more, such failure to make and record a verified copy of the articles of association shall not affect the validity of the corporation, but the same shall be a body corporate from and after the date of the making, adopting and signing of the articles of association, the same as though a verified copy had been duly made and recorded in the office of the register of deeds. Whenever any such corporation shall in good faith have attempted to change its corporate name, and shall in good faith have carried on and conducted its business under such changed name for a period of 25 years or more, and shall record its original articles of incorporation, or the copy thereof, with the register of deeds, of the county in which such corporation has its principal office, and in case the said original articles of incorporation, or a copy thereof, cannot be obtained, a certificate from the department of financial institutions secretary of state showing that no such articles nor a copy thereof can be found in the records of the department of financial institutions secretary of state, its acts, doings and proceedings heretofore done or which shall hereafter be done in or under such changed name shall be as valid and binding and as good in law as though done in or under the name contained in its original articles of association.

SB176, s. 523 Section 523. 992.06 (3) of the statutes is amended to read:

SB176,155,22 992.06 (3) All transfers of real estate heretofore made to corporations, organized under the laws of this state, executed, delivered, filed and recorded between the date of the filing of the articles of organization with the department of financial institutions in the office of the secretary of state and the date of the filing of a certified copy of said articles in the office of the register of deeds in the county wherein said corporation has its principal place of business, are hereby legalized, ratified, confirmed and validated.

SB176, s. 524 Section 524. Nonstatutory provisions.

SB176,155,24 (1) Business organization recordkeeping.

SB176,156,5 (a) Assets and liabilities. On the effective date of this paragraph, the assets and liabilities of the department of financial institutions primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, shall become the assets and liabilities of the office of the secretary of state.

SB176,156,6 (b) Employe transfers.

SB176,156,11 1. On the effective date of this subdivision, 17.0 FTE PR positions in the department of financial institutions performing duties primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, and the incumbent employes holding those positions are transferred to the office of the secretary of state.

SB176,156,17 2. Employes transferred under subdivision 1. have all the rights and the same status under subchapter V of chapter 111 and chapter 230 of the statutes in the office of the secretary of state that they enjoyed in the department of financial institutions immediately before the transfer. Notwithstanding section 230.28 (4) of the statutes, no employe so transferred who has attained permanent status in class is required to serve a probationary period.

SB176,156,22 (c) Personal property. On the effective date of this paragraph, all tangible personal property, including records, of the department of financial institutions that is primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, is transferred to the office of the secretary of state.

SB176,157,4 (d) Contracts. All contracts entered into by the department of financial institutions in effect on the effective date of this paragraph that are primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, remain in effect and are transferred to the office of the secretary of state. The office of the secretary of state shall carry out any such contractual obligations until modified or rescinded by the secretary of state to the extent allowed under the contract.

SB176,157,14 (e) Rules. All rules promulgated by the department of financial institutions that are in effect on the effective date of this paragraph and that are primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, remain in effect until their specified expiration dates or until amended or repealed by the office of the secretary of state. All orders issued by department of financial institutions that are in effect on the effective date of this paragraph and that are primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, remain in effect until their specified expiration dates or until modified or rescinded by the secretary of state.

SB176,157,21 (f) Pending matters. All matters pending with the department of financial institutions on the effective date of this paragraph that are primarily related to business organization record-keeping and filing functions, as determined by the secretary of administration, are transferred to the office of the secretary of state and all materials submitted to or actions taken by the department of financial institutions with respect to a pending matter are considered as having been submitted to or taken by the office of the secretary of state.

SB176,157,22 (2) Uniform commercial code filing functions.

SB176,158,2 (a) Assets and liabilities. On the effective date of this paragraph, the assets and liabilities of the department of financial institutions primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, shall become the assets and liabilities of the office of the secretary of state.

SB176,158,3 (b) Employe transfers.

SB176,158,8 1. On the effective date of this subdivision, 14.0 FTE PR positions in the department of financial institutions performing duties primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, and the incumbent employes holding those positions are transferred to the office of the secretary of state.

SB176,158,14 2. Employes transferred under subdivision 1. have all the rights and the same status under subchapter V of chapter 111 and chapter 230 of the statutes in the office of the secretary of state that they enjoyed in the department of financial institutions immediately before the transfer. Notwithstanding section 230.28 (4) of the statutes, no employe so transferred who has attained permanent status in class is required to serve a probationary period.

SB176,158,19 (c) Personal property. On the effective date of this paragraph, all tangible personal property, including records, of the department of financial institutions that is primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, is transferred to the office of the secretary of state.

SB176,159,2 (d) Contracts.  All contracts entered into by the department of financial institutions in effect on the effective date of this paragraph that are primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, remain in effect and are transferred to the office of the secretary of state. The office of the secretary of state shall carry out any such contractual obligations until modified or rescinded by the secretary of state to the extent allowed under the contract.

SB176,159,12 (e) Rules. All rules promulgated by the department of financial institutions that are in effect on the effective date of this paragraph and that are primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, remain in effect until their specified expiration dates or until amended or repealed by the office of the secretary of state. All orders issued by the department of financial institutions that are in effect on the effective dates of this paragraph and that are primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, remain in effect until their specified expiration dates or until modified or rescinded by the office of the secretary of state.

SB176,159,19 (f) Pending matters. All matters pending with the department of financial institutions on the effective date of this paragraph that are primarily related to uniform commercial code filings and federal lien filings, as determined by the secretary of administration, are transferred to the office of the secretary of state and all materials submitted to or actions taken by the department of financial institutions with respect to a pending matter are considered as having been submitted to or taken by the office of the secretary of state.

SB176,159,23 (3)  Position authorizations. The authorized FTE positions for the office of the secretary of state are increased by 13.5 PR positions on July 1, 1998, to be funded from the appropriation under section 20.575 (1) (g) of the statutes, as affected by this act.

SB176, s. 525 Section 525. Appropriation changes.

SB176,160,6 (1)  Agency collections. In the schedule under section 20.005 (3) of the statutes for the appropriation to the secretary of state under section 20.575 (1) (ka) of the statutes, as affected by the acts of 1997, the dollar amount is increased by $96,000 for fiscal year 1998-99 to reflect the transfer of responsibility for business organization, uniform commercial code and federal lien filing functions from the department of financial institutions to the office of the secretary of state.

SB176, s. 526 Section 526. Effective date.

SB176,160,8 (1) This act takes effect on July 1, 1998.

SB176,160,9 (End)