SB423: Bill Text

SB423,34,15 (e) Filing a domestic corporation's or a foreign corporation's statement of change of registered office if the only change is a change to the address and if all of the following apply:

SB423,34,18 1. The new address is the result of a change in the way a county, city, village or town or the U. S. postal service describes the physical location of the registered office.

SB423,34,20 2. A copy of the notice indicating the new address is submitted with the statement.

SB423,34,21 3. The physical location of the registered office has not changed.

SB423,35,2 (4) Expedited service fee. In addition to the fees required under sub. (1), the department shall collect the expedited service fee under s. 182.01 (4) for processing, in an expeditious manner, a document required or permitted to be filed under this chapter or for preparing, in an expeditious manner, a certificate of status under s. 181.0128 (2) or a statement of status under s. 181.0128 (4).

SB423,35,6 181.0123 Effective date and time of document. (1) In general. (a) Except as provided in sub. (2) or s. 181.0124 (3) or 181.1622 (5), a document filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:

SB423,35,7 1. The time of day specified in the document as its effective time.

SB423,35,8 2. If no effective time is specified, at the close of business.

SB423,35,10 (b) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 181.0125 (1).

SB423,35,16 (2) Delayed effective date and time. A document may specify a delayed effective date and time, except that the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.

SB423,35,22 181.0124 Correcting filed document. (1) When a document may be corrected. A domestic corporation or foreign corporation may correct a document that is filed by the department before, on or after the effective date of this subsection .... [revisor inserts date], 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.

SB423,35,25 (2) How document corrected. To correct a document under sub. (1), a domestic corporation or foreign corporation shall prepare and deliver to the department for filing articles of correction that satisfy all of the following:

SB423,36,2 (a) Describe the document, including its filing date, or include a copy of the document.

SB423,36,4 (b) Specify the incorrect statement and the reason that it is incorrect, or specify the manner in which the execution was defective, whichever is applicable.

SB423,36,5 (c) Correct the incorrect statement or defective execution.

SB423,36,7 (3) Effective date. (a) Except as provided in par. (b), articles of correction are effective on the effective date of the document that they correct.

SB423,36,9 (b) With respect to persons relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.

SB423,36,14 181.0125 Filing duty of department. (1) Date of receipt. Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date of receipt.

SB423,36,21 (2) Required endorsement. (a) Except as provided in par. (b), if a document satisfies s. 181.0120 and the terms of the document satisfy, if applicable, s. 181.0401 (1) and (2) or 181.1506 (1) and (2), the department shall file the document by stamping or otherwise endorsing "Filed", together with the department name, on both the original and the document copy. After filing a document, the department shall deliver the document copy to the domestic corporation or foreign corporation, or its representative.

SB423,37,2 (b) If a domestic corporation or foreign corporation is in default in the payment of any fee required under s. 181.0122 (1) (a) to (j) and (m) to (z), the department shall refuse to file any document relating to the domestic corporation or foreign corporation until all delinquent fees are paid by the domestic corporation or foreign corporation.

SB423,37,7 (3) Refusal to file. (a) If the department refuses to file a document, the department shall return it to the domestic corporation or foreign corporation, or its representative, within 5 business days after the document was received by the department for filing, together with a brief, written explanation of the reason for the refusal.

SB423,37,9 (b) The department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file the document.

SB423,37,11 (bm) Paragraphs (a) and (b) do not apply to an annual report submitted for filing under s. 181.1622.

SB423,37,18 (c) Except as provided in s. 181.0124 (3), if a document that had been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed document under s. 181.0123 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with s. 181.0123 (2). The effective time of the resubmitted document shall be determined under s. 181.0123 (1) or (2), whichever is applicable.

SB423,37,20 (4) Effect of refusal. Except as provided in s. 181.0203 (2), the department's filing of a document or refusal to file a document does not do any of the following:

SB423,37,21 (a) Affect the validity or invalidity of the document in whole or part.

SB423,37,23 (b) Relate to the correctness or incorrectness of information contained in the document.

SB423,37,25 (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

SB423,38,9 181.0126 Appeal from department's refusal to file document. (1) How appealed. If the department refuses to file a document received by its office for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.

SB423,38,15 (2) Filing deadlines. The domestic corporation or foreign corporation shall file the petition under sub. (1) within 30 days after the department returns the document under s. 181.0125 (3) (a). If the department does not return the document within the period specified in s. 181.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in s. 181.0125 (3) (b) expires.

SB423,38,18 (3) Remedies. The court may summarily order the department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.

SB423,38,21 181.0127 Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.

SB423,38,24 181.0128 Confirmation of status. (1) Who may request. Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.

SB423,39,2 (2) Required content of certificate of status. A certificate of status shall include all of the following information:

SB423,39,4 (a) The domestic corporation's corporate name or the foreign corporation's corporate name and fictitious name, if any, used in this state.

SB423,39,5 (b) Whether each of the following is true:

SB423,39,7 1. The domestic corporation is incorporated under the laws of this state, or the foreign corporation is authorized to transact business in this state.

SB423,39,10 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 181.1622.

SB423,39,11 4. The domestic corporation has not filed articles of dissolution.

SB423,39,14 5. The foreign corporation has not applied for a certificate of withdrawal under s. 181.1520 and is not the subject of a proceeding under s. 181.1531 to revoke its certificate of authority.

SB423,39,16 (c) The domestic corporation's date of incorporation and the period of its duration if less than perpetual.

SB423,39,18 (3) Other content of certificate of status. The certificate of status may include other facts of record in the department that are requested.

SB423,39,23 (4) Statement of status. Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).

SB423,40,2 (5) Evidential effect. Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.

SB423,40,6 (6) Confirmation of information by telephone. Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

SB423,40,11 181.0129 Penalty for false document. (1) Signing false document. A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.

SB423,40,13 (2) Penalty. Whoever violates this section may be fined not more than $10,000 or imprisoned for not more than 2 years or both.

SB423,40,16 181.0141 Notice. (1) Applicability. This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section.

SB423,40,18 (2) When notice must be written. (a) A person shall give notice in writing, except as provided in par. (b).

SB423,40,20 (b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.

SB423,41,2 (3) Method of communication. Unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

SB423,41,8 (4) Address to be used. Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under s. 181.1622, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.

SB423,41,10 (5) When notice effective. (a) Except as provided in par. (b) and ss. 181.0807 (2) and 181.0843 (1), written notice is effective at the earliest of the following:

SB423,41,11 1. When received.

SB423,41,13 2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB423,41,16 3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

SB423,41,17 4. On the effective date specified in the articles of incorporation or bylaws.

SB423,41,21 (b) Written notice by a domestic corporation or foreign corporation to its member is effective when mailed and may be addressed to the member's address shown in the domestic corporation's or foreign corporation's current record of members.

SB423,41,22 (c) Oral notice is effective when communicated.

SB423,42,5 181.0160 Judicial relief. (1) When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation's principal office is located, or if a corporation's principal office is not located in this state the circuit court for the county where the corporation's registered office is located, may order a corporation to hold a meeting of members, delegates or directors or may order a corporation to authorize a written ballot for obtaining the vote of members, delegates or directors. The court may enter an order under this subsection only if at least one of the following conditions is met:

SB423,42,10 (a) Upon the petition of the attorney general or a director, officer, delegate or member of the corporation, the court determines that it is impractical or impossible for the corporation to call or conduct a meeting of its members, delegates or directors, or to otherwise obtain their consent, in the manner described in this chapter or the corporation's articles of incorporation or bylaws.

SB423,42,14 (b) Upon the petition of a member or another person entitled to participate in an annual member meeting, the court determines that the annual meeting was not held within 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting.

SB423,42,17 (c) Upon the petition of a member or another person entitled to participate in a regular meeting, the court determines that the regular meeting is not held within 40 days after the date by which it was required to be held.

SB423,42,22 (d) Upon the petition of a member who signed a valid demand under s. 181.0702 for a special meeting or upon the petition of another person entitled to call a special meeting, the court determines that notice of the special meeting was not given within 30 days after the date on which the demand was delivered to a corporate officer or that the special meeting was not held in accordance with the notice.

SB423,43,3 (2) Notice. The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, the bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to s. 181.0141. In a proceeding under this section the court may determine who the members, delegates or directors are.

SB423,43,10 (3) Voting requirements. In an order issued under this section, the court may dispense with any requirement relating to the holding of or voting at meetings or to obtaining votes, including any quorum requirement or any requirement as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation or bylaws or this chapter. The court may fix alternate quorum or voting requirements and enter other orders necessary to accomplish the purpose of the meeting.

SB423,43,15 (4) Subject matter. (a) Whenever practical, any order issued under this section shall limit the subject matter of meetings or other forms of consent authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section.

SB423,43,18 (b) Notwithstanding par. (a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for dissolution, merger or the sale of assets.

SB423,43,23 (5) Effect of meeting or ballot. Any meeting or other method of obtaining the vote of members, delegates or directors conducted under an order issued under this section and that complies with all of the provisions of the order is for all purposes a valid meeting or vote and shall have the same effect as if it complied with every requirement imposed by the articles of incorporation, the bylaws and this chapter.

SB423,43,25 Subchapter II Incorporation

SB423,44,3 181.0201 Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.

SB423,44,5 181.0202 Articles of incorporation. (1) Required content. The articles of incorporation shall include all of the following information:

SB423,44,6 (a) A statement that the corporation is incorporated under this chapter.

SB423,44,7 (b) A corporate name for the corporation that satisfies s. 181.0401.

SB423,44,8 (c) The mailing address of the initial principal office of the corporation.

SB423,44,10 (d) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.

SB423,44,11 (e) The name and address of each incorporator.

SB423,44,12 (f) Whether or not the corporation will have members.

SB423,44,14 (g) If the corporation is authorized to make distributions under s. 181.1302 (4), a statement to that effect.

SB423,44,16 (2) Permissible content. The articles of incorporation may set forth other information, including any of the following:

SB423,44,18 (a) The names and addresses of the natural persons who will serve as the initial directors.

SB423,44,19 (b) Provisions not inconsistent with law regarding:

SB423,44,20 1. The purpose or purposes for which the corporation is organized.

SB423,44,21 2. Managing the business and regulating the affairs of the corporation.

SB423,44,22 3. Distributing assets on dissolution.

SB423,44,24 4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.

SB423,45,2 (c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.

SB423,45,4 (3) Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.

SB423,45,6 (4) Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.