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(x) Annual report of a domestic corporation, $10.
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(y) Annual report of a foreign corporation, $15.
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(z) Articles of correction, $10.
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(zm) Request for certificate or statement of status, $5 or, if information other
25than the information provided under s. 181.0128 (2) is requested, $10.
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1(2) Process fee. The department shall collect a $10 fee each time process is
2served on the department under this chapter. The party to a civil, criminal,
3administrative or investigatory proceeding who is causing service of process may
4recover this fee as costs if the party prevails in the proceeding.
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5(3) Prohibited fees. The department may not collect a fee for any of the
6following:
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(a) Filing a certificate of administrative dissolution or a certificate of revocation
8of authority to transact business.
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(b) Providing a confirmation of status by telephone.
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(c) Filing a director or principal officer statement under s. 181.0860 (1).
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(d) Filing a director or principal officer resignation statement under s. 181.0860
12(2).
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(e) Filing a domestic corporation's or a foreign corporation's statement of
14change of registered office if the only change is a change to the address and if all of
15the following apply:
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1. The new address is the result of a change in the way a county, city, village
17or town or the U. S. postal service describes the physical location of the registered
18office.
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2. A copy of the notice indicating the new address is submitted with the
20statement.
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3. The physical location of the registered office has not changed.
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22(4) Expedited service fee. In addition to the fees required under sub. (1), the
23department shall collect the expedited service fee under s. 182.01 (4) for processing,
24in an expeditious manner, a document required or permitted to be filed under this
1chapter or for preparing, in an expeditious manner, a certificate of status under s.
2181.0128 (2) or a statement of status under s. 181.0128 (4).
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3181.0123 Effective date and time of document. (1) In general. (a) Except
4as provided in sub. (2) or s. 181.0124 (3) or 181.1622 (5), a document filed by the
5department under this chapter is effective on the date that it is received by the
6department for filing and at any of the following times on that date:
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1. The time of day specified in the document as its effective time.
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2. If no effective time is specified, at the close of business.
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(b) The date that a document is received by the department is determined by
10the department's endorsement on the original document under s. 181.0125 (1).
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11(2) Delayed effective date and time. A document may specify a delayed
12effective date and time, except that the effective date may not be more than 90 days
13after the date that it is received for filing. If a document specifies a delayed effective
14date and time in accordance with this subsection, the document is effective at the
15time and date specified. If a delayed effective date but no time is specified, the
16document is effective at the close of business on that date.
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17181.0124 Correcting filed document.
(1) When a document may be
18corrected. A domestic corporation or foreign corporation may correct a document
19that is filed by the department before, on or after the effective date of this subsection
20.... [revisor inserts date], if the document contains a statement that was incorrect at
21the time of filing or was defectively executed, including defects in any attestation,
22seal, verification or acknowledgment.
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23(2) How document corrected. To correct a document under sub. (1), a domestic
24corporation or foreign corporation shall prepare and deliver to the department for
25filing articles of correction that satisfy all of the following:
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1(a) Describe the document, including its filing date, or include a copy of the
2document.
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(b) Specify the incorrect statement and the reason that it is incorrect, or specify
4the manner in which the execution was defective, whichever is applicable.
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(c) Correct the incorrect statement or defective execution.
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6(3) Effective date. (a) Except as provided in par. (b), articles of correction are
7effective on the effective date of the document that they correct.
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(b) With respect to persons relying on the uncorrected document and adversely
9affected by the correction, the articles of correction are effective when filed.
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10181.0125 Filing duty of department.
(1) Date of receipt. Upon receipt of
11a document by the department for filing, the department shall stamp or otherwise
12endorse the date of receipt on the original, the document copy and, upon request, any
13additional document copy received. The department shall return any additional
14document copy to the person delivering it, as confirmation of the date of receipt.
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15(2) Required endorsement. (a) Except as provided in par. (b), if a document
16satisfies
s. 181.0120 and the terms of the document satisfy, if applicable,
s. 181.0401
17(1) and (2) or 181.1506 (1) and
(2), the department shall file the document by
18stamping or otherwise endorsing "Filed", together with the department name, on
19both the original and the document copy. After filing a document, the department
20shall deliver the document copy to the domestic corporation or foreign corporation,
21or its representative.
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(b) If a domestic corporation or foreign corporation is in default in the payment
23of any fee required under s. 181.0122 (1) (a) to (j) and (m) to (z), the department shall
24refuse to file any document relating to the domestic corporation or foreign
1corporation until all delinquent fees are paid by the domestic corporation or foreign
2corporation.
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3(3) Refusal to file. (a) If the department refuses to file a document, the
4department shall return it to the domestic corporation or foreign corporation, or its
5representative, within 5 business days after the document was received by the
6department for filing, together with a brief, written explanation of the reason for the
7refusal.
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(b) The department's failure to either file or return a document within 5
9business days after it was received constitutes a refusal to file the document.
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(bm) Paragraphs (a) and (b) do not apply to an annual report submitted for
11filing under s. 181.1622.
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(c) Except as provided in s. 181.0124 (3), if a document that had been refused
13for filing by the department is resubmitted and filed by the department, the effective
14date of the filed document under s. 181.0123 is the date that the resubmitted
15document is received by the department for filing or a delayed effective date specified
16in the resubmitted document in accordance with s. 181.0123 (2). The effective time
17of the resubmitted document shall be determined under s. 181.0123 (1) or (2),
18whichever is applicable.
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19(4) Effect of refusal. Except as provided in s. 181.0203 (2), the department's
20filing of a document or refusal to file a document does not do any of the following:
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(a) Affect the validity or invalidity of the document in whole or part.
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(b) Relate to the correctness or incorrectness of information contained in the
23document.
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(c) Create a presumption that the document is valid or invalid or that
25information contained in the document is correct or incorrect.
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1181.0126 Appeal from department's refusal to file document. (1) How
2appealed. If the department refuses to file a document received by its office for filing,
3the domestic corporation or foreign corporation may appeal the refusal by filing a
4petition in circuit court to compel the department to file the document. The domestic
5corporation or foreign corporation shall file the petition in the circuit court for the
6county where the domestic corporation's or foreign corporation's principal office or,
7if none in this state, its registered office is or will be located. The domestic
8corporation or foreign corporation shall attach to the petition the document and any
9explanation by the department of the reasons for the refusal to file.
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10(2) Filing deadlines. The domestic corporation or foreign corporation shall file
11the petition under sub. (1) within 30 days after the department returns the document
12under s. 181.0125 (3) (a). If the department does not return the document within the
13period specified in s. 181.0125 (3) (b), the domestic corporation or foreign corporation
14shall file the petition within 30 days after the period specified in s. 181.0125 (3) (b)
15expires.
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16(3) Remedies. The court may summarily order the department to file the
17document or take other action that the court considers appropriate. The court's final
18decision may be appealed as in other civil proceedings.
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19181.0127 Evidentiary effect of copy of filed document. A certified copy
20of a document filed by the department is conclusive evidence that the original
21document is on file with the department.
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22181.0128 Confirmation of status. (1) Who may request. Any person may
23obtain from the department, upon request, a certificate of status for a domestic
24corporation or foreign corporation.
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1(2) Required content of certificate of status. A certificate of status shall
2include all of the following information:
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(a) The domestic corporation's corporate name or the foreign corporation's
4corporate name and fictitious name, if any, used in this state.
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(b) Whether each of the following is true:
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1. The domestic corporation is incorporated under the laws of this state, or the
7foreign corporation is authorized to transact business in this state.
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3. The domestic corporation or foreign corporation has, during its most recently
9completed report year, filed with the department an annual report required by s.
10181.1622.
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4. The domestic corporation has not filed articles of dissolution.
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5. The foreign corporation has not applied for a certificate of withdrawal under
13s. 181.1520 and is not the subject of a proceeding under s. 181.1531 to revoke its
14certificate of authority.
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(c) The domestic corporation's date of incorporation and the period of its
16duration if less than perpetual.
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17(3) Other content of certificate of status. The certificate of status may
18include other facts of record in the department that are requested.
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19(4) Statement of status. Upon request, the department shall issue, by
20telegraph, teletype, facsimile or other form of wire or wireless communication, a
21statement of status, which shall contain the information required in a certificate of
22status under sub. (2) and may contain any other information permitted under sub.
23(3).
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24(5) Evidential effect. Subject to any qualification stated in a certificate or
25statement of status issued by the department, the certificate or statement is
1conclusive evidence that the domestic corporation or foreign corporation is in
2existence or is authorized to transact business in this state.
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3(6) Confirmation of information by telephone. Upon request by telephone or
4otherwise, the department shall confirm, by telephone, any of the information
5required in a certificate of status under sub. (2) and may confirm any other
6information permitted under sub. (3).
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7181.0129 Penalty for false document.
(1) Signing false document. A
8person may not sign a document with intent that it be delivered to the department
9for filing or deliver, or cause to be delivered, a document to the department for filing,
10if the person knows that the document is false in any material respect at the time of
11its delivery.
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12(2) Penalty. Whoever violates this section may be fined not more than $10,000
13or imprisoned for not more than 2 years or both.
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14181.0141 Notice. (1)
Applicability. This section applies to notice that is
15required under this chapter and that is made subject to this section by express
16reference to this section.
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17(2) When notice must be written. (a) A person shall give notice in writing,
18except as provided in par. (b).
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(b) A person may give oral notice if oral notice is permitted by the articles of
20incorporation or bylaws and not otherwise prohibited by this chapter.
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21(3) Method of communication. Unless otherwise provided in the articles of
22incorporation or bylaws, notice may be communicated in person, by telephone,
23telegraph, teletype, facsimile or other form of wire or wireless communication, or by
24mail or private carrier, and, if these forms of personal notice are impracticable, notice
1may be communicated by a newspaper of general circulation in the area where
2published, or by radio, television or other form of public broadcast communication.
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3(4) Address to be used. Written notice to a domestic corporation or a foreign
4corporation authorized to transact business in this state may be addressed to its
5registered agent at its registered office or to the domestic corporation or foreign
6corporation at its principal office. With respect to a foreign corporation that has not
7yet filed an annual report under s. 181.1622, the address of the foreign corporation's
8principal office may be determined from its application for a certificate of authority.
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9(5) When notice effective. (a) Except as provided in par. (b) and ss. 181.0807
10(2) and 181.0843 (1), written notice is effective at the earliest of the following:
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1. When received.
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2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
13addressed.
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3. On the date shown on the return receipt, if sent by registered or certified
15mail, return receipt requested, and the receipt is signed by or on behalf of the
16addressee.
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4. On the effective date specified in the articles of incorporation or bylaws.
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(b) Written notice by a domestic corporation or foreign corporation to its
19member is effective when mailed and may be addressed to the member's address
20shown in the domestic corporation's or foreign corporation's current record of
21members.
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(c) Oral notice is effective when communicated.
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23181.0160 Judicial relief. (1) When court may order meeting or ballot. If
24the requirements of this subsection are met, the circuit court for the county where
25a corporation's principal office is located, or if a corporation's principal office is not
1located in this state the circuit court for the county where the corporation's registered
2office is located, may order a corporation to hold a meeting of members, delegates or
3directors or may order a corporation to authorize a written ballot for obtaining the
4vote of members, delegates or directors. The court may enter an order under this
5subsection only if at least one of the following conditions is met:
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(a) Upon the petition of the attorney general or a director, officer, delegate or
7member of the corporation, the court determines that it is impractical or impossible
8for the corporation to call or conduct a meeting of its members, delegates or directors,
9or to otherwise obtain their consent, in the manner described in this chapter or the
10corporation's articles of incorporation or bylaws.
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(b) Upon the petition of a member or another person entitled to participate in
12an annual member meeting, the court determines that the annual meeting was not
13held within 6 months after the end of the corporation's fiscal year or 15 months after
14its last annual meeting.
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(c) Upon the petition of a member or another person entitled to participate in
16a regular meeting, the court determines that the regular meeting is not held within
1740 days after the date by which it was required to be held.
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(d) Upon the petition of a member who signed a valid demand under s. 181.0702
19for a special meeting or upon the petition of another person entitled to call a special
20meeting, the court determines that notice of the special meeting was not given within
2130 days after the date on which the demand was delivered to a corporate officer or
22that the special meeting was not held in accordance with the notice.
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23(2) Notice. The court shall, in an order issued under this section, provide for
24a method of notice reasonably designed to give actual notice to all persons who would
25be entitled to notice of a meeting held under the articles of incorporation, the bylaws
1and this chapter, whether or not the method results in actual notice to all such
2persons or conforms to s. 181.0141. In a proceeding under this section the court may
3determine who the members, delegates or directors are.
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4(3) Voting requirements. In an order issued under this section, the court may
5dispense with any requirement relating to the holding of or voting at meetings or to
6obtaining votes, including any quorum requirement or any requirement as to the
7number or percentage of votes needed for approval, that would otherwise be imposed
8by the articles of incorporation or bylaws or this chapter. The court may fix alternate
9quorum or voting requirements and enter other orders necessary to accomplish the
10purpose of the meeting.
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11(4) Subject matter. (a) Whenever practical, any order issued under this
12section shall limit the subject matter of meetings or other forms of consent
13authorized to those items, including amendments to the articles of incorporation or
14bylaws, the resolution of which will or may enable the corporation to continue
15managing its affairs without further resort to this section.
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(b) Notwithstanding par. (a), an order under this section may authorize the
17obtaining of whatever votes and approvals are necessary for dissolution, merger or
18the sale of assets.
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19(5) Effect of meeting or ballot. Any meeting or other method of obtaining
20the vote of members, delegates or directors conducted under an order issued under
21this section and that complies with all of the provisions of the order is for all purposes
22a valid meeting or vote and shall have the same effect as if it complied with every
23requirement imposed by the articles of incorporation, the bylaws and this chapter.
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Subchapter II
25
Incorporation
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1181.0201 Incorporators. One or more persons may act as the incorporator
2or incorporators of a corporation by delivering articles of incorporation to the
3department for filing.
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4181.0202 Articles of incorporation. (1) Required content. The articles of
5incorporation shall include all of the following information:
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(a) A statement that the corporation is incorporated under this chapter.
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(b) A corporate name for the corporation that satisfies s. 181.0401.
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(c) The mailing address of the initial principal office of the corporation.
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(d) The street address of the corporation's initial registered office and the name
10of its initial registered agent at that office.
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(e) The name and address of each incorporator.
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(f) Whether or not the corporation will have members.
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(g) If the corporation is authorized to make distributions under s. 181.1302 (4),
14a statement to that effect.