180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the secretary of state department.
27,4593b
Section 4593b. 180.1002 (4) of the statutes is amended to read:
180.1002 (4) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the secretary of state
department.
27,4594b
Section 4594b. 180.1006 (intro.) of the statutes is amended to read:
180.1006 Articles of amendment. (intro.) A corporation amending its articles of incorporation shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:
27,4595b
Section 4595b. 180.1007 (4) (intro.) of the statutes is amended to read:
180.1007 (4) (intro.) A corporation restating its articles of incorporation shall deliver to the secretary of state department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:
27,4596b
Section 4596b. 180.1008 (2) (intro.) of the statutes is amended to read:
180.1008 (2) (intro.) The persons designated by the court shall deliver to the secretary of state
department for filing articles of amendment that include all of the following information:
27,4597b
Section 4597b. 180.1104 (4) of the statutes is amended to read:
180.1104 (4) The parent may not deliver articles of merger to the secretary of state department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.
27,4598b
Section 4598b. 180.1105 (1) (intro.) of the statutes is amended to read:
180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state department for filing articles of merger or share exchange setting forth all of the following:
27,4599b
Section 4599b. 180.1107 (3) (a) of the statutes is amended to read:
180.1107 (3) (a) When a merger or share exchange under this section takes effect, the secretary of state department is the agent of the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation that is party to the merger or share exchange.
27,4600b
Section 4600b. 180.1401 (2) (intro.) of the statutes is amended to read:
180.1401 (2) (intro.) At any time after dissolution is authorized under sub. (1), the corporation may dissolve by delivering to the secretary of state department for filing articles of dissolution that include all of the following:
27,4601b
Section 4601b. 180.1403 (1) (intro.) of the statutes is amended to read:
180.1403 (1) (intro.) At any time after dissolution is authorized under s. 180.1402, the corporation may dissolve by delivering to the secretary of state
department for filing articles of dissolution that include all of the following:
27,4602b
Section 4602b. 180.1404 (3) (intro.) of the statutes is amended to read:
180.1404 (3) (intro.) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state
department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following:
27,4603b
Section 4603b. 180.1420 (intro.) of the statutes is amended to read:
180.1420 Grounds for administrative dissolution. (intro.) The secretary of state department may bring a proceeding under s. 180.1421 to administratively dissolve a corporation if any of the following occurs:
27,4604b
Section 4604b. 180.1420 (1) of the statutes is amended to read:
180.1420 (1) The corporation does not pay, within one year after they are due, any fees or penalties due the secretary of state department under this chapter.
27,4605b
Section 4605b. 180.1420 (2) of the statutes is amended to read:
180.1420 (2) The corporation does not have on file its annual report with the secretary of state
department within one year after it is due.
27,4606b
Section 4606b. 180.1420 (4) of the statutes is amended to read:
180.1420 (4) The corporation does not notify the
secretary of state department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.
27,4607b
Section 4607b. 180.1421 (1) of the statutes is amended to read:
180.1421 (1) If the secretary of state department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the secretary of state department shall serve the corporation under s. 180.0504 with written notice of his or her the determination.
27,4608b
Section 4608b. 180.1421 (2) (a) of the statutes is amended to read:
180.1421 (2) (a) Within 60 days after service of the notice is perfected under s. 180.0504, the corporation shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state department that each ground determined by the secretary of state department does not exist.
27,4609b
Section 4609b. 180.1421 (2) (b) of the statutes is amended to read:
180.1421 (2) (b) If the corporation fails to satisfy par. (a), the secretary of state department shall administratively dissolve the corporation by signing issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the corporation under s. 180.0504.
27,4610b
Section 4610b. 180.1422 (1) (intro.) of the statutes is amended to read:
180.1422 (1) (intro.) A corporation that is administratively dissolved may apply to the secretary of state department for reinstatement within 2 years after the later of January 1, 1991, or the effective date of dissolution. The application shall include all of the following:
27,4611b
Section 4611b. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
180.1422 (2) (a) (intro.) The secretary of state department shall cancel the certificate of dissolution and prepare a certificate of reinstatement that complies with par. (b) if the secretary of state department determines all of the following:
27,4612b
Section 4612b. 180.1422 (2) (a) 2. of the statutes is amended to read:
180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the secretary of state
department have been paid.
27,4613b
Section 4613b. 180.1422 (2) (b) of the statutes is amended to read:
180.1422 (2) (b) The certificate of reinstatement shall state the secretary of state's department's determination under par. (a) and the effective date of reinstatement. The secretary of state department shall file the original of the certificate and return a copy to the corporation or its representative.
27,4614b
Section 4614b. 180.1423 (1) of the statutes is amended to read:
180.1423 (1) If the secretary of state department denies a corporation's application for reinstatement under s. 180.1422, the secretary of state department shall serve the corporation under s. 180.0504 with a written notice that explains each reason for denial.
27,4615b
Section 4615b. 180.1423 (2) of the statutes is amended to read:
180.1423 (2) The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's department's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's department's notice of denial.
27,4616b
Section 4616b. 180.1423 (3) of the statutes is amended to read:
180.1423 (3) The court may order the secretary of state department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
27,4617b
Section 4617b. 180.1433 (1) of the statutes is amended to read:
180.1433 (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the secretary of state
department for filing.
27,4618b
Section 4618b. 180.1501 (1) of the statutes is amended to read:
180.1501 (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state department.
27,4619b
Section 4619b. 180.1502 (5) (b) of the statutes is amended to read:
180.1502 (5) (b) The foreign corporation shall pay the amount owed under par. (a) to the secretary of state department, and the secretary of state department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation's obligation to pay to the secretary of state department any amount owed under this subsection.
27,4620b
Section 4620b. 180.1503 (1) (intro.) of the statutes is amended to read:
180.1503 (1) (intro.) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state department for filing. The application shall set forth all of the following:
27,4621b
Section 4621b. 180.1503 (1) (j) of the statutes is amended to read:
180.1503 (1) (j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The secretary of state department may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as he or she may deem the department considers proper in order to determine the accuracy of the application submitted under this section.
27,4622b
Section 4622b. 180.1504 (1) (intro.) of the statutes is amended to read:
180.1504 (1) (intro.) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state department if it changes any of the following:
27,4623b
Section 4623b. 180.1506 (1) of the statutes is amended to read:
180.1506 (1) If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the secretary of state department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.
27,4624b
Section 4624b. 180.1506 (2) (a) (intro.) of the statutes is amended to read:
180.1506 (2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state department from all of the following names:
27,4625b
Section 4625b. 180.1506 (3) (intro.) of the statutes is amended to read:
180.1506 (3) (intro.) A foreign corporation may apply to the secretary of state department for authorization to use in this state 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). The secretary of state department shall authorize use of the name applied for if any of the following occurs:
27,4626b
Section 4626b. 180.1506 (3) (a) of the statutes is amended to read:
180.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, 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.
27,4627b
Section 4627b. 180.1506 (3) (b) of the statutes is amended to read:
180.1506 (3) (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.
27,4628b
Section 4628b. 180.1508 (1) (intro.) of the statutes is amended to read:
180.1508 (1) (intro.) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the secretary of state department for filing a statement of change that, except as provided in sub. (2), includes all of the following:
27,4629b
Section 4629b. 180.1508 (2) of the statutes is amended to read:
180.1508 (2) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation 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 of change that complies with sub. (1) and recites that the foreign corporation has been notified of the change.
Section 4630b 180.1509 (1) (intro.) of the statutes is amended to read:
180.1509 (1) (intro.) The registered agent of a foreign corporation may resign by signing and delivering to the secretary of state department for filing a statement of resignation that includes all of the following information:
27,4631b
Section 4631b. 180.1509 (2) of the statutes is amended to read:
180.1509 (2) After filing the statement, the
secretary of state department shall mail a copy to the foreign corporation at its principal office.
27,4632b
Section 4632b. 180.1509 (3) (a) of the statutes is amended to read:
180.1509 (3) (a) Sixty days after the secretary of state department receives the statement of resignation for filing.
27,4633b
Section 4633b. 180.1510 (4) (a) (intro.) of the statutes is amended to read:
180.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign corporation at its principal office as shown on the records of the secretary of state department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:
27,4634
Section 4634
. 180.1510 (4) (b) of the statutes is renumbered 180.1510 (4) (b) 1. and amended to read:
180.1510 (4) (b) 1. If Except as provided in subd. 2., if the address of the foreign corporation's principal office cannot be determined from the records of the secretary of state, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the secretary of state, is located.
27,4635b
Section 4635b. 180.1510 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:
180.1510 (4) (b) 1. Except as provided in subd. 2., if the address of the foreign corporation's principal office cannot be determined from the records of the secretary of state department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the secretary of state department, is located.
27,4636
Section 4636
. 180.1510 (4) (b) 2. of the statutes is created to read:
180.1510 (4) (b) 2. If a process, notice or demand is served by the secretary of state on a foreign corporation under s. 180.1531 and the address of the foreign corporation's principal office cannot be determined from the records of the secretary of state, the foreign corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.
