1995 Wisconsin Act 27

27,4720b Section 4720b. 181.67 (3) (b) of the statutes is amended to read:

181.67 (3) (b) The secretary of state department of financial institutions shall forward to the department of regulation and licensing the name and address of any corporation filing articles of incorporation under this chapter.

27,4721b Section 4721b. 181.67 (4) of the statutes is amended to read:

181.67 (4) A document required to be filed and recorded under this chapter is effective on filing with the secretary of state department, except as provided in s. 181.46. An error or omission in recording the document or a certificate under s. 181.667 (2) with a register of deeds does not affect its effectiveness.

27,4722b Section 4722b. 181.67 (5) of the statutes is amended to read:

181.67 (5) A document filed with the secretary of state department under this chapter before May 7, 1982 is effective unless the records of the secretary of state department show that the document was recognized as ineffective because of a recording defect and the secretary of state department or the corporation acted in reliance on the ineffectiveness of the document.

27,4723b Section 4723b. 181.67 (6) (a) (intro.) of the statutes is amended to read:

181.67 (6) (a) (intro.) The secretary of state department may waive any of the following:

27,4724b Section 4724b. 181.67 (6) (a) 2. of the statutes is amended to read:

181.67 (6) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.

27,4725b Section 4725b. 181.68 (1) (intro.) of the statutes is amended to read:

181.68 (1) (intro.)  The secretary of state department shall charge and collect for:

27,4726b Section 4726b. 181.68 (1) (b) of the statutes is amended to read:

181.68 (1) (b) Filing articles of amendment, $25, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department;

27,4727b Section 4727b. 181.68 (1) (e) of the statutes is amended to read:

181.68 (1) (e) Filing statement of change of registered agent or address of registered agent under s. 181.09 (1), or a statement of resignation of registered agent, $10, except that no fee may be collected for a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department;

27,4728b Section 4728b. 181.68 (1) (f) of the statutes is amended to read:

181.68 (1) (f) Receiving service of any process, notice or demand authorized to be served on the secretary of state department by this chapter, $10;

27,4729b Section 4729b. 181.68 (3) of the statutes is amended to read:

181.68 (3) The secretary of state department shall not file any document relating to any corporation, domestic or foreign, organized under or subject to the provisions of this chapter, until all fees and charges provided to be paid in connection therewith shall have been paid to the secretary of state department or while the corporation is in default in the payment of any fees, charges or penalties herein provided to be paid by or assessed against it.

27,4730b Section 4730b. 181.69 of the statutes is amended to read:

181.69 Penalties for false statements. Any officer or director or any other person who shall file or cause to be filed with the secretary of state department on behalf of any corporation subject to this chapter any certificate, report, statement, application or any other document required or permitted to be so filed under this chapter, known to such director, officer or other person to be false or misleading in any material respect shall be imprisoned in the Wisconsin state prisons not more than 3 years or in the county jail not more than one year or fined not more than $1,000.

27,4731b Section 4731b. 181.73 (title) of the statutes is amended to read:

181.73 (title) Appeal from secretary of state department of financial institutions.

27,4732b Section 4732b. 181.73 (1) of the statutes is amended to read:

181.73 (1) If the secretary of state department finds that any document required by this chapter to be filed in the secretary's office with the department does not conform to law, the secretary department shall, within 10 days after receipt of the document, give written notice of the secretary's decision to the person or corporation, domestic or foreign, delivering the document, specifying the reasons therefor. The decision shall be subject to such judicial proceedings as are provided by law, or such person or corporation, within 60 days after receipt of the notice of decision, may commence an action against the secretary of state department in the circuit court of Dane county by filing a summons and a complaint to set aside such finding. The proceedings shall be had as in other actions and the person or corporation shall receive a new trial on all issues relating to the secretary's department's decision. The trial shall be conducted by the court without a jury, and the court shall either sustain the action of the secretary of state department or direct the secretary department to take such action as the court deems proper.

27,4733b Section 4733b. 181.74 of the statutes is amended to read:

181.74 (title) Forms to be furnished by secretary of state department of financial institutions. (1) All reports required by this chapter to be filed in the office of the secretary of state with the department shall be made on forms prescribed and furnished by the secretary of state department.

(2) The secretary of state department may provide such forms for other documents to be filed in the secretary of state's office with the department under this chapter as in that the secretary of state's judgment may be deemed department considers necessary for such purpose but the use thereof, unless otherwise specifically prescribed in this chapter, shall not be mandatory.

27,4733m Section 4733m. 182.01 of the statutes is created to read:

182.01 Business formation records. (1) Definition. In this section, “department" means the department of financial institutions.

(2) Record keeping responsibility. The department shall receive and maintain business formation records.

(4) Furnish certified copies; fees. The department shall make a copy of any resolution, deed, bond, record, document or paper deposited or kept by the department 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, 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, 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 search of the records and files of the department, 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 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.

(5) Conditional acceptance of filing fees. Before actually filing any document by making an endorsement on that document, the department 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 may then demand further payment of a shortage or refund an overpayment subject to s. 20.905 (3).

27,4734b Section 4734b. 182.031 (2) of the statutes is amended to read:

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 secretary of state department of financial institutions as provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.

27,4735b Section 4735b. 182.34 (7) of the statutes is amended to read:

182.34 (7) Tolls and license fees authorized under s. 182.33 (2) shall be so fixed and adjusted in respect of the aggregate of tolls of each turnpike project including any extension or section thereof in connection with which the bonds of any issue shall have been issued as to provide a fund sufficient with other revenue from such turnpike project or extensions or sections thereof, if any, to pay a) the cost of maintaining, repairing and operating such turnpike project or extension or section thereof, including the legal liabilities of the corporation, and b) the principal of and the interest on such bonds as the same shall become due and payable, and to create reserve for such purposes. Such tolls shall not be subject to supervision or regulation by any commission, board, bureau or agency of the state. The tolls and all other revenues derived from each turnpike project or extensions or sections in connection with which the bonds of any issue shall have been issued, except such part thereof as may be necessary to pay such costs of maintenance, repair and operation including the legal liabilities of the corporation, and to provide such reserves therefor as may be provided for in the resolution authorizing the issuance of such bonds or in the trust agreement securing the same, shall be set aside at such regular intervals as may be provided in such resolution or such trust agreement in a sinking fund which shall be pledged to and charged with, the payment of the principal of and the interest on such bonds as the same shall become due, and the redemption price and the purchase price of bonds retired by call or purchase as therein provided. Such pledge 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 such 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 in the office of the secretary of state with the department of financial institutions and recorded in the records of the corporation.

27,4736b Section 4736b. 182.45 of the statutes is amended to read:

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 secretary of state department of financial institutions. 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.

27,4737b Section 4737b. 183.0102 (3m) of the statutes is created to read:

183.0102 (3m) “Department" means the department of financial institutions.

27,4738b Section 4738b. 183.0102 (17) of the statutes is amended to read:

183.0102 (17) “Organizer" means the person who signs and delivers the articles of organization for filing to the secretary of state department.

27,4739b Section 4739b. 183.0103 (2) (intro.) of the statutes is amended to read:

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 secretary of state department from all of the following names:

27,4740b Section 4740b. 183.0103 (4) (intro.) of the statutes is amended to read:

183.0103 (4) (intro.) A limited liability company may apply to the secretary of state department for authorization to use a name that is not distinguishable upon the records of the secretary of state department from one or more of the names described in sub. (2) (a) to (c). The secretary of state department shall authorize use of the name applied for if any of the following occurs:

27,4741b Section 4741b. 183.0103 (4) (a) of the statutes is amended to read:

183.0103 (4) (a) The other limited liability company, corporation, nonstock corporation, limited partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state department to change its name to a name that is distinguishable upon the records of the secretary of state department from the name of the applicant.

27,4742b Section 4742b. 183.0103 (4) (b) of the statutes is amended to read:

183.0103 (4) (b) The applicant delivers to the secretary of state department 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.

27,4743b Section 4743b. 183.0104 (1) of the statutes is amended to read:

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 secretary of state department 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 secretary of state department finds that the name applied for under this subsection is available, the secretary of state department 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 secretary of state department shall cancel the reservation or renewal if the secretary of state department 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.

27,4744b Section 4744b. 183.0104 (2) of the statutes is amended to read:

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 secretary of state department a written and signed notice of the transfer that states the name and address of the transferee.

27,4745b Section 4745b. 183.0104 (3) (a) of the statutes is amended to read:

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

27,4746b Section 4746b. 183.0104 (3) (c) of the statutes is amended to read:

183.0104 (3) (c) The registration expires annually on December 31. A foreign limited liability company may renew its registration by delivering to the secretary of state department 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.

27,4747b Section 4747b. 183.0105 (2) (a) of the statutes is amended to read:

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

27,4748 Section 4748 . 183.0105 (2) (c) of the statutes is created to read:

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 secretary of state.

27,4749b Section 4749b. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

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 secretary of state department.

27,4750b Section 4750b. 183.0105 (4) of the statutes is amended to read:

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 secretary of state department for filing a statement that complies with sub. (3) and recites that the limited liability company has been notified of the change.

27,4751b Section 4751b. 183.0105 (5) (intro.) of the statutes is amended to read:

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

27,4752b Section 4752b. 183.0105 (6) of the statutes is amended to read:

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

27,4754b Section 4754b. 183.0105 (8) (c) of the statutes is amended to read:

183.0105 (8) (c) If the address of the limited liability company's principal office cannot be determined from the records of the secretary of state department, 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 secretary of state department, is located.

27,4757b Section 4757b. 183.0107 (1) (intro.) of the statutes is amended to read:

183.0107 (1) (intro.) Except as provided in this chapter, any document required or permitted by this chapter to be delivered for filing to the secretary of state department shall be executed by any of the following:

27,4758b Section 4758b. 183.0107 (3) of the statutes is amended to read:

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 secretary of state department.

27,4759b Section 4759b. 183.0108 (1) (intro.) of the statutes is amended to read:

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 in the office of the secretary of state with the department shall satisfy all of the following requirements:

27,4760b Section 4760b. 183.0108 (1) (c) of the statutes is amended to read:

183.0108 (1) (c) Contain the name of the drafter, if required by s. 14.38 (14) 182.01 (3).

27,4761b Section 4761b. 183.0108 (1) (e) of the statutes is amended to read:

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

27,4762b Section 4762b. 183.0108 (1) (f) of the statutes is amended to read:

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

27,4763b Section 4763b. 183.0108 (2) of the statutes is amended to read:

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

27,4764b Section 4764b. 183.0108 (3) of the statutes is amended to read: