AB150-ASA1-AA26,212,2420 180.0125 (3) (a) If the secretary of state department refuses to file a document,
21he or she the department shall return it to the domestic corporation or foreign
22corporation, or its representative, within 5 business days after the document was
23received by the office of the secretary of state department for filing, together with a
24brief, written explanation of the reason for his or her the refusal.
AB150-ASA1-AA26, s. 4554b 25Section 4554b. 180.0125 (3) (b) of the statutes is amended to read:
AB150-ASA1-AA26,213,3
1180.0125 (3) (b) The secretary of state's department's failure to either file or
2return a document within 5 business days after it was received constitutes a refusal
3to file the document.
AB150-ASA1-AA26, s. 4555b 4Section 4555b. 180.0125 (3) (c) of the statutes is amended to read:
AB150-ASA1-AA26,213,125 180.0125 (3) (c) Except as provided in s. 180.0124 (3), if a document that had
6been refused for filing by the secretary of state department is resubmitted and filed
7by the secretary of state department, the effective date of the filed document under
8s. 180.0123 is the date that the resubmitted document is received by the office of the
9secretary of state
department for filing or a delayed effective date specified in the
10resubmitted document in accordance with s. 180.0123 (2). The effective time of the
11resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
12is applicable.
AB150-ASA1-AA26, s. 4556b 13Section 4556b. 180.0125 (4) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,213,1614 180.0125 (4) (intro.)  Except as provided in s. 180.0203 (2), the secretary of
15state's
department's filing of a document or refusal to file a document does not do any
16of the following:
AB150-ASA1-AA26, s. 4557b 17Section 4557b. 180.0126 of the statutes is amended to read:
AB150-ASA1-AA26,214,3 18180.0126 Appeal from secretary of state's department of financial
19institutions'
refusal to file document. (1) If the secretary of state department
20refuses to file a document received by his or her office for filing, the domestic
21corporation or foreign corporation may appeal the refusal by filing a petition in
22circuit court to compel the secretary of state department to file the document. The
23domestic corporation or foreign corporation shall file the petition in the circuit court
24for the county where the domestic corporation's or foreign corporation's principal
25office or, if none in this state, its registered office is or will be located. The domestic

1corporation or foreign corporation shall attach to the petition the document and any
2explanation by the secretary of state department of the reasons for his or her the
3refusal to file.
AB150-ASA1-AA26,214,9 4(2) The domestic corporation or foreign corporation shall file the petition under
5sub. (1) within 30 days after the secretary of state department returns the document
6under s. 180.0125 (3) (a). If the secretary of state department does not return the
7document within the period specified in s. 180.0125 (3) (b), the domestic corporation
8or foreign corporation shall file the petition within 30 days after the period specified
9in s. 180.0125 (3) (b) expires.
AB150-ASA1-AA26,214,12 10(3) The court may summarily order the secretary of state department to file the
11document or take other action that the court considers appropriate. The court's final
12decision may be appealed as in other civil proceedings.
AB150-ASA1-AA26, s. 4558b 13Section 4558b. 180.0127 of the statutes is amended to read:
AB150-ASA1-AA26,214,18 14180.0127 Evidentiary effect of copy of filed document. A certificate that
15contains the secretary of state's signature, produced manually or in facsimile, and
16this state's seal and that is attached to a
certified copy of a document filed by the
17secretary of state department is conclusive evidence that the original document is on
18file with the secretary of state department.
AB150-ASA1-AA26, s. 4559b 19Section 4559b. 180.0128 (1) of the statutes is amended to read:
AB150-ASA1-AA26,214,2120 180.0128 (1) Any person may obtain from the secretary of state department,
21upon request, a certificate of status for a domestic corporation or foreign corporation.
AB150-ASA1-AA26, s. 4560b 22Section 4560b. 180.0128 (2) (b) 3. of the statutes is amended to read:
AB150-ASA1-AA26,214,2523 180.0128 (2) (b) 3. The domestic corporation or foreign corporation has, during
24its most recently completed report year, filed with the secretary of state department
25an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
AB150-ASA1-AA26, s. 4561b
1Section 4561b. 180.0128 (3) of the statutes is amended to read:
AB150-ASA1-AA26,215,32 180.0128 (3) The certificate of status may include other facts of record in the
3office of the secretary of state department that are requested.
AB150-ASA1-AA26, s. 4562b 4Section 4562b. 180.0128 (4) of the statutes is amended to read:
AB150-ASA1-AA26,215,95 180.0128 (4) Upon request, the secretary of state department shall issue, by
6telegraph, teletype, facsimile or other form of wire or wireless communication, a
7statement of status, which shall contain the information required in a certificate of
8status under sub. (2) and may contain any other information permitted under sub.
9(3).
AB150-ASA1-AA26, s. 4563b 10Section 4563b. 180.0128 (5) of the statutes is amended to read:
AB150-ASA1-AA26,215,1411 180.0128 (5) Subject to any qualification stated in a certificate or statement of
12status issued by the secretary of state department, the certificate or statement is
13conclusive evidence that the domestic corporation or foreign corporation is in
14existence or is authorized to transact business in this state.
AB150-ASA1-AA26, s. 4564b 15Section 4564b. 180.0128 (6) of the statutes is amended to read:
AB150-ASA1-AA26,215,1916 180.0128 (6) Upon request by telephone or otherwise, the office of the secretary
17of state
department shall confirm, by telephone, any of the information required in
18a certificate of status under sub. (2) and may confirm any other information
19permitted under sub. (3).
AB150-ASA1-AA26, s. 4565b 20Section 4565b. 180.0129 (1) of the statutes is amended to read:
AB150-ASA1-AA26,215,2421 180.0129 (1) A person may not sign a document with intent that it be delivered
22to the secretary of state department for filing or deliver, or cause to be delivered, a
23document to the secretary of state department for filing, if the person knows that the
24document is false in any material respect at the time of its delivery.
AB150-ASA1-AA26, s. 4566b 25Section 4566b. 180.0203 (2) of the statutes is amended to read:
AB150-ASA1-AA26,216,4
1180.0203 (2) The secretary of state's department's filing of the articles of
2incorporation is conclusive proof that the corporation is incorporated under this
3chapter, except in a proceeding by the state to cancel or revoke the incorporation or
4involuntarily dissolve the corporation.
AB150-ASA1-AA26, s. 4567b 5Section 4567b. 180.0401 (2) (a) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,216,86 180.0401 (2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate
7name of a domestic corporation must be distinguishable upon the records of the
8secretary of state department from all of the following names:
AB150-ASA1-AA26, s. 4568b 9Section 4568b. 180.0401 (3) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,216,1410 180.0401 (3) (intro.) A corporation may apply to the secretary of state
11department for authorization to use a name that is not distinguishable upon the
12records of the secretary of state department from one or more of the names described
13in sub. (2). The secretary of state department shall authorize use of the name applied
14for if any of the following occurs:
AB150-ASA1-AA26, s. 4569b 15Section 4569b. 180.0401 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,216,2116 180.0401 (3) (a) The other corporation or the foreign corporation, limited
17liability company, nonstock corporation, limited partnership or cooperative
18association consents to the use in writing and submits an undertaking in a form
19satisfactory to the secretary of state department to change its name to a name that
20is distinguishable upon the records of the secretary of state department from the
21name of the applicant.
AB150-ASA1-AA26, s. 4570b 22Section 4570b. 180.0401 (3) (b) of the statutes is amended to read:
AB150-ASA1-AA26,216,2523 180.0401 (3) (b) The applicant delivers to the secretary of state department a
24certified copy of a final judgment of a court of competent jurisdiction establishing the
25applicant's right to use the name applied for in this state.
AB150-ASA1-AA26, s. 4571b
1Section 4571b. 180.0402 (1) of the statutes is amended to read:
AB150-ASA1-AA26,217,142 180.0402 (1) A person may reserve the exclusive use of a corporate name,
3including a fictitious name for a foreign corporation whose corporate name is not
4available, by delivering an application to the secretary of state department for filing
5or by making a telephone application. The application shall include the name and
6address of the applicant and the name proposed to be reserved. If the secretary of
7state
department finds that the corporate name applied for under this subsection is
8available, the secretary of state department shall reserve the name for the
9applicant's exclusive use for a 120-day period, which may be renewed by the
10applicant or a transferee under sub. (2) from time to time. If an application to reserve
11a name or to renew a reserved name is made by telephone, the secretary of state
12department shall cancel the reservation or renewal if the secretary of state
13department does not receive the fee required under s. 180.0122 (1) (e) or (f) within
1415 business days after the application is made.
AB150-ASA1-AA26, s. 4572b 15Section 4572b. 180.0402 (2) of the statutes is amended to read:
AB150-ASA1-AA26,217,1916 180.0402 (2) A person who has the right to exclusive use of a reserved corporate
17name under sub. (1) may transfer the reservation to another person by delivering to
18the secretary of state department a written and signed notice of the transfer that
19states the name and address of the transferee.
AB150-ASA1-AA26, s. 4573b 20Section 4573b. 180.0403 (1) (a) of the statutes is amended to read:
AB150-ASA1-AA26,217,2521 180.0403 (1) (a) A foreign corporation may register its corporate name if the
22name is distinguishable upon the records of the secretary of state department from
23the names described in s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation
24delivers to the secretary of state department for filing an application complying with
25par. (b).
AB150-ASA1-AA26, s. 4574b
1Section 4574b. 180.0403 (1) (c) of the statutes is amended to read:
AB150-ASA1-AA26,218,62 180.0403 (1) (c) The registration expires December 31. The foreign corporation
3may renew its registration by delivering to the secretary of state department for
4filing a renewal application, which complies with par. (b), between October 1 and
5December 31 of each year that the registration is in effect. The renewal application
6when filed renews the registration for the next year.
AB150-ASA1-AA26, s. 4575b 7Section 4575b. 180.0403 (2) of the statutes is amended to read:
AB150-ASA1-AA26,218,158 180.0403 (2) A domestic corporation or a foreign corporation authorized to
9transact business in this state may, upon merger, change of name or dissolution,
10register its corporate name for no more than 10 years by delivering to the secretary
11of state
department for filing an application, executed by the domestic corporation
12or foreign corporation, simultaneously with the delivery for filing of the articles of
13merger or dissolution, the articles of amendment or restated articles that change the
14corporate name or an application for an amended certificate of authority that
15changes the corporate name.
AB150-ASA1-AA26, s. 4576b 16Section 4576b. 180.0403 (3m) of the statutes is amended to read:
AB150-ASA1-AA26,218,2017 180.0403 (3m) A person who has the right to exclusive use of a registered name
18under sub. (1) or (2) may transfer the registration to another person by delivering to
19the secretary of state department a written and signed notice of the transfer that
20states the name and address of the transferee.
AB150-ASA1-AA26, s. 4577b 21Section 4577b. 180.0502 (1) (a) of the statutes is amended to read:
AB150-ASA1-AA26,218,2322 180.0502 (1) (a) Delivering to the secretary of state department for filing a
23statement of change.
AB150-ASA1-AA26, s. 4578b 24Section 4578b. 180.0502 (1) (c) of the statutes is amended to read:
AB150-ASA1-AA26,219,4
1180.0502 (1) (c) If a domestic corporation, including the name of its registered
2agent and the street address of its registered office, as changed, in its annual report
3under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date
4the annual report is filed by the office of the secretary of state department.
AB150-ASA1-AA26, s. 4579b 5Section 4579b. 180.0502 (3) of the statutes is amended to read:
AB150-ASA1-AA26,219,116 180.0502 (3) If a registered agent changes the street address of his or her
7business office, he or she may change the street address of the registered office of any
8corporation for which he or she is the registered agent by notifying the corporation
9in writing of the change and by signing, either manually or in facsimile, and
10delivering to the secretary of state department for filing a statement that complies
11with sub. (2) and recites that the corporation has been notified of the change.
AB150-ASA1-AA26, s. 4580b 12Section 4580b. 180.0503 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,219,1513 180.0503 (1) (intro.) The registered agent of a corporation may resign by
14signing and delivering to the secretary of state department for filing a statement of
15resignation that includes all of the following information:
AB150-ASA1-AA26, s. 4581b 16Section 4581b. 180.0503 (2) of the statutes is amended to read:
AB150-ASA1-AA26,219,1817 180.0503 (2) After filing the statement, the secretary of state department shall
18mail a copy to the corporation at its principal office.
AB150-ASA1-AA26, s. 4582b 19Section 4582b. 180.0503 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,219,2120 180.0503 (3) (a) Sixty days after the secretary of state department receives the
21statement of resignation for filing.".
AB150-ASA1-AA26,219,22 22593. Page 1510, line 19: after that line insert:
AB150-ASA1-AA26,219,24 23" Section 4584b. 180.0504 (3) (a) of the statutes, as affected by 1995 Wisconsin
24Act .... (this act), is amended to read:
AB150-ASA1-AA26,220,6
1180.0504 (3) (a) Except as provided in par. (b), if the address of the corporation's
2principal office cannot be determined from the records of the secretary of state held
3by the department
, the corporation may be served by publishing a class 3 notice,
4under ch. 985, in the community where the corporation's principal office or registered
5office, as most recently designated in the records of the secretary of state department,
6is located.".
AB150-ASA1-AA26,220,7 7594. Page 1510, line 25: after that line insert:
AB150-ASA1-AA26,220,9 8" Section 4586b. 180.0504 (3) (b) of the statutes, as created by 1995 Wisconsin
9Act .... (this act), is amended to read:
AB150-ASA1-AA26,220,1410 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state
11department on a corporation under s. 180.1421 and the address of the corporation's
12principal office cannot be determined from the records of the secretary of state
13department, the corporation may be served by publishing a class 2 notice, under ch.
14985, in the official state newspaper.
AB150-ASA1-AA26, s. 4587b 15Section 4587b. 180.0602 (2) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,220,1916 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub.
17(1), the corporation shall deliver to the secretary of state department for filing
18articles of amendment, which are effective without shareholder action, that include
19all of the following information:
AB150-ASA1-AA26, s. 4588b 20Section 4588b. 180.0602 (3) of the statutes is amended to read:
AB150-ASA1-AA26,221,621 180.0602 (3) After the articles of amendment are filed under sub. (2) and before
22the corporation issues any shares of the class or series that is the subject of the
23articles of amendment, the board of directors may alter or revoke any preferences,
24limitations or relative rights described in the articles of amendment, by adopting

1another resolution appropriate for that purpose. The corporation shall file with the
2secretary of state department revised articles of amendment that comply with sub.
3(2). A preference, limitation or relative right may not be altered or revoked after the
4issuance of any shares of the class or series that are subject to the preference,
5limitation or relative right, except by amendment of the articles of incorporation
6under s. 180.1003.
AB150-ASA1-AA26, s. 4589b 7Section 4589b. 180.0620 (1) (b) of the statutes is amended to read:
AB150-ASA1-AA26,221,108 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the
9filing of the articles of incorporation by the secretary of state department constitutes
10acceptance by the corporation of all existing subscriptions to its shares.
AB150-ASA1-AA26, s. 4590b 11Section 4590b. 180.0631 (3) (b) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,221,1712 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance
13of acquired shares, the number of authorized shares is reduced by the number of
14shares acquired by the corporation, effective upon amendment of the articles of
15incorporation. The board of directors may adopt articles of amendment under this
16paragraph without shareholder action and deliver them to the secretary of state
17department for filing. The articles shall include all of the following information:
AB150-ASA1-AA26, s. 4591b 18Section 4591b. 180.0860 (1) of the statutes is amended to read:
AB150-ASA1-AA26,221,2419 180.0860 (1) Whenever initial directors and principal officers are selected, or
20changes are made in the directors or principal officers of a corporation, the
21corporation may file with the secretary of state department a statement that
22includes the names and addresses of all the directors or principal officers, or both if
23there have been changes in both. The information in the statement shall be current
24as of the date on which the statement is signed on behalf of the corporation.
AB150-ASA1-AA26, s. 4592b 25Section 4592b. 180.0860 (2) of the statutes is amended to read:
AB150-ASA1-AA26,222,3
1180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who
2resigns under s. 180.0843 (1) may file a copy of the resignation notice with the
3secretary of state department.
AB150-ASA1-AA26, s. 4593b 4Section 4593b. 180.1002 (4) of the statutes is amended to read:
AB150-ASA1-AA26,222,75 180.1002 (4) To delete the name and address of a former registered agent or
6registered office, if a statement of change is on file with the secretary of state
7department.
AB150-ASA1-AA26, s. 4594b 8Section 4594b. 180.1006 (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,222,11 9180.1006 Articles of amendment. (intro.) A corporation amending its
10articles of incorporation shall deliver to the secretary of state department for filing
11articles of amendment that include all of the following information:
AB150-ASA1-AA26, s. 4595b 12Section 4595b. 180.1007 (4) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,222,1613 180.1007 (4) (intro.) A corporation restating its articles of incorporation shall
14deliver to the secretary of state department for filing articles of restatement that
15include the name of the corporation and the text of the restated articles of
16incorporation together with a certificate including the following information:
AB150-ASA1-AA26, s. 4596b 17Section 4596b. 180.1008 (2) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,222,2018 180.1008 (2) (intro.) The persons designated by the court shall deliver to the
19secretary of state department for filing articles of amendment that include all of the
20following information:
AB150-ASA1-AA26, s. 4597b 21Section 4597b. 180.1104 (4) of the statutes is amended to read:
AB150-ASA1-AA26,222,2522 180.1104 (4) The parent may not deliver articles of merger to the secretary of
23state
department for filing until at least 30 days after the date on which it mailed a
24copy of the plan of merger to each shareholder of the subsidiary who did not waive
25the mailing requirement.
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