SB423: Bill Text

SB423,30,20 (d) Contain the name of the drafter, if required by s. 182.01 (3).

SB423,30,21 (e) Be executed in accordance with sub. (3).

SB423,30,23 (f) Be on the form prescribed by the department if the document is described in s. 181.0121 (1).

SB423,30,25 (g) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 181.0122.

SB423,31,3 (2) Filing by department. The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are signed and satisfy this section.

SB423,31,5 (3) Execution requirements. (a) Any of the following persons may execute a document described in s. 181.0122 (1) (a), (b), (g) to (j), (m) to (s) and (u) to (z):

SB423,31,6 1. An officer of the domestic corporation or foreign corporation.

SB423,31,8 2. If directors have not been selected or the corporation has not been formed, an incorporator.

SB423,31,10 3. If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.

SB423,31,13 (c) The person executing a document shall sign it and, beneath or opposite the signature, state his or her name and the capacity in which he or she signs. The document may but need not contain any of the following:

SB423,31,14 1. The corporate seal.

SB423,31,16 2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.

SB423,31,17 3. An acknowledgment, verification or proof.

SB423,31,20 (4) Waiver. The department may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

SB423,31,22 181.0121 Forms. (1) Required forms. (a) The department shall prescribe and furnish on request forms for all of the following documents:

SB423,31,24 1. A foreign corporation's application for a certificate of authority to transact business in this state under s. 181.1503.

SB423,32,2 2. A foreign corporation's application for a certificate of withdrawal under s. 181.1520.

SB423,32,4 3. A domestic corporation's or foreign corporation's annual report under s. 181.1622.

SB423,32,7 (b) The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520 and 181.1622, respectively.

SB423,32,8 (c) Use of a form prescribed under par. (a) is mandatory.

SB423,32,11 (2) Permissive forms. The department 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.

SB423,32,15 181.0122 Filing and service fees. (1) Filing fee schedule. The department shall collect the following fees when the documents described in this subsection are delivered to the department for filing or, under pars. (e) and (f), when the telephone applications are made:

SB423,32,16 (a) Articles of incorporation, $35.

SB423,32,17 (b) Application for use of an indistinguishable name, $10.

SB423,32,18 (c) Written application for a reserved name, $10.

SB423,32,19 (d) Written application for renewal of a reserved name, $10.

SB423,32,20 (e) Telephone application for a reserved name, $20.

SB423,32,21 (f) Telephone application for renewal of a reserved name, $20.

SB423,32,22 (g) Application for a registered name, $25.

SB423,32,23 (h) Application for renewal of a registered name, $25.

SB423,32,24 (i) Notice of transfer of a reserved name or of a registered name, $10.

SB423,33,2 (j) Subject to sub. (3) (e), domestic corporation's or foreign corporation's statement of change of a registered agent or a registered office, or both, $10.

SB423,33,6 (k) Agent's statement of change of a registered office, $10 for each affected domestic corporation or foreign corporation, except that if simultaneous filings are made the fee is reduced to $1 for each affected domestic corporation or foreign corporation in excess of 200.

SB423,33,7 (L) Agent's statement of resignation, $10.

SB423,33,8 (m) Amendment of articles of incorporation, $25.

SB423,33,9 (n) Restatement of articles of incorporation, with or without amendments, $25.

SB423,33,11 (o) Articles of merger, $30 for each domestic corporation and each foreign corporation authorized to transact business in this state that is a party to the merger.

SB423,33,12 (om) Articles of domestication, $35.

SB423,33,13 (p) Articles of dissolution, $10.

SB423,33,14 (q) Articles of revocation of dissolution, $10.

SB423,33,15 (r) Application for reinstatement following an administrative dissolution, $35.

SB423,33,16 (s) Certificate of reinstatement, $10.

SB423,33,17 (t) Certificate of judicial dissolution, $10.

SB423,33,18 (u) Application for a certificate of authority, $45.

SB423,33,19 (v) Application for an amended certificate of authority, $30.

SB423,33,20 (w) Application for a certificate of withdrawal, $30.

SB423,33,21 (x) Annual report of a domestic corporation, $10.

SB423,33,22 (y) Annual report of a foreign corporation, $15.

SB423,33,23 (z) Articles of correction, $10.

SB423,33,25 (zm) Request for certificate or statement of status, $5 or, if information other than the information provided under s. 181.0128 (2) is requested, $10.

SB423,34,4 (2) Process fee. The department shall collect a $10 fee each time process is served on the department under this chapter. The party to a civil, criminal, administrative or investigatory proceeding who is causing service of process may recover this fee as costs if the party prevails in the proceeding.

SB423,34,6 (3) Prohibited fees. The department may not collect a fee for any of the following:

SB423,34,8 (a) Filing a certificate of administrative dissolution or a certificate of revocation of authority to transact business.

SB423,34,9 (b) Providing a confirmation of status by telephone.

SB423,34,10 (c) Filing a director or principal officer statement under s. 181.0860 (1).

SB423,34,12 (d) Filing a director or principal officer resignation statement under s. 181.0860 (2).

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.