AB150-ASA1-AA26,229,94
180.1506
(3) (a) The other foreign corporation or the domestic corporation,
5limited liability company, nonstock corporation, limited partnership or cooperative
6association consents to the use in writing and submits an undertaking in a form
7satisfactory to the
secretary of state department to change its name to a name that
8is distinguishable upon the records of the
secretary of state department from the
9name of the applicant.
AB150-ASA1-AA26,229,1311
180.1506
(3) (b) The applicant delivers to the
secretary of state department a
12certified copy of a final judgment of a court of competent jurisdiction establishing the
13applicant's right to use the name applied for in this state.
AB150-ASA1-AA26,229,1815
180.1508
(1) (intro.) A foreign corporation authorized to transact business in
16this state may change its registered office or registered agent, or both, by delivering
17to the
secretary of state department for filing a statement of change that, except as
18provided in sub. (2), includes all of the following:
AB150-ASA1-AA26,230,220
180.1508
(2) If a registered agent changes the street address of his or her
21business office, he or she may change the street address of the registered office of any
22foreign corporation for which he or she is the registered agent by notifying the foreign
23corporation in writing of the change and by signing, either manually or in facsimile,
24and delivering to the
secretary of state department for filing a statement of change
1that complies with sub. (1) and recites that the foreign corporation has been notified
2of the change.
AB150-ASA1-AA26,230,64
180.1509
(1) (intro.) The registered agent of a foreign corporation may resign
5by signing and delivering to the
secretary of state
department for filing a statement
6of resignation that includes all of the following information:
AB150-ASA1-AA26,230,98
180.1509
(2) After filing the statement, the
secretary of state department shall
9mail a copy to the foreign corporation at its principal office.
AB150-ASA1-AA26,230,1211
180.1509
(3) (a) Sixty days after the
secretary of state department receives the
12statement of resignation for filing.
AB150-ASA1-AA26,230,1814
180.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
15(2) or (3), the foreign corporation may be served by registered or certified mail, return
16receipt requested, addressed to the foreign corporation at its principal office as
17shown on the records of the
secretary of state department, except as provided in par.
18(b). Service is perfected under this paragraph at the earliest of the following:".
AB150-ASA1-AA26,230,21
20"
Section 4635b. 180.1510 (4) (b) 1. of the statutes, as affected by 1995
21Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,231,322
180.1510
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
23corporation's principal office cannot be determined from the records of the
secretary
24of state department, the foreign corporation may be served by publishing a class 3
1notice, under ch. 985, in the community where the foreign corporation's principal
2office or registered office, as most recently designated in the records of the
secretary
3of state department, is located.".
AB150-ASA1-AA26,231,6
5"
Section 4637b. 180.1510 (4) (b) 2. of the statutes, as created by 1995
6Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,231,117
180.1510
(4) (b) 2. If a process, notice or demand is served by the
secretary of
8state department on a foreign corporation under s. 180.1531 and the address of the
9foreign corporation's principal office cannot be determined from the records of the
10secretary of state department, the foreign corporation may be served by publishing
11a class 2 notice, under ch. 985, in the official state newspaper.
AB150-ASA1-AA26,231,1513
180.1520
(1) A foreign corporation authorized to transact business in this state
14may not withdraw from this state until it obtains a certificate of withdrawal from the
15secretary of state department.
AB150-ASA1-AA26,231,2017
180.1520
(2) (intro.) A foreign corporation authorized to transact business in
18this state may apply for a certificate of withdrawal by delivering an application to
19the
secretary of state department for filing. The application shall include all of the
20following:
AB150-ASA1-AA26,231,2322
180.1520
(2) (e) A commitment to notify the
secretary of state department in
23the future of any change in the mailing address of its principal office.
AB150-ASA1-AA26,232,4
1180.1530
(1) (intro.) Except as provided in sub. (1m), the
secretary of state 2department may bring a proceeding under s. 180.1531 to revoke the certificate of
3authority of a foreign corporation authorized to transact business in this state if any
4of the following applies:
AB150-ASA1-AA26,232,76
180.1530
(1) (a) The foreign corporation fails to file its annual report with the
7secretary of state department within 4 months after it is due.
AB150-ASA1-AA26,232,119
180.1530
(1) (b) The foreign corporation does not pay, within 4 months after
10they are due, any fees or penalties due the
secretary of state department under this
11chapter.
AB150-ASA1-AA26,232,1713
180.1530
(1) (d) The foreign corporation does not inform the
secretary of state 14department under s. 180.1508 or 180.1509 that its registered agent or registered
15office has changed, that its registered agent has resigned or that its registered office
16has been discontinued, within 6 months of the change, resignation or
17discontinuance.
AB150-ASA1-AA26,232,2319
180.1530
(1) (f) The
secretary of state department receives a duly
20authenticated certificate from the secretary of state or other official having custody
21of corporate records in the state or country under whose law the foreign corporation
22is incorporated stating that it has been dissolved or disappeared as the result of a
23merger.
AB150-ASA1-AA26,233,5
1180.1530
(1m) If the
secretary of state department receives a certificate under
2sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted
3by the foreign corporation to terminate its authority to transact business in this
4state, the
secretary of state department shall issue a certificate of revocation under
5s. 180.1531 (2) (b).
AB150-ASA1-AA26,233,107
180.1530
(2) A court may revoke under s. 946.87 the certificate of authority of
8a foreign corporation authorized to transact business in this state. The court shall
9notify the
secretary of state department of the action, and the
secretary of state 10department shall issue a certificate of revocation under s. 180.1531 (2) (b).
AB150-ASA1-AA26,233,1512
180.1531
(1) If the
secretary of state
department determines that one or more
13grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the
14secretary of state department shall serve the foreign corporation under s. 180.1510
15with written notice of
his or her the determination.
AB150-ASA1-AA26,233,2017
180.1531
(2) (a) Within 60 days after service of the notice is perfected under
18s. 180.1510, the foreign corporation shall correct each ground for revocation or
19demonstrate to the reasonable satisfaction of the
secretary of state department that
20each ground determined by the
secretary of state
department does not exist.
AB150-ASA1-AA26,234,222
180.1531
(2) (b) If the foreign corporation fails to satisfy par. (a), the
secretary
23of state department may revoke the foreign corporation's certificate of authority by
24signing issuing a certificate of revocation that recites each ground for revocation and
1its effective date. The
secretary of state
department shall file the original of the
2certificate and serve a copy on the foreign corporation under s. 180.1510.
AB150-ASA1-AA26,234,84
180.1531
(2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
5revoked after December 31, 1991, the
secretary of state department shall reinstate
6the certificate of authority if the foreign corporation does all of the following within
7the later of October 4, 1993 or 6 months after the effective date of the certificate of
8revocation:
AB150-ASA1-AA26,234,1110
180.1531
(2) (c) 1. b. Pays any fees or penalties due the
secretary of state 11department under s. 180.1502 (5) (a) or $5,000, whichever is less.
AB150-ASA1-AA26,234,1813
180.1531
(4) If the
secretary of state
department or a court revokes a foreign
14corporation's certificate of authority, the foreign corporation may be served under s.
15180.1510 (3) and (4) or the foreign corporation's registered agent may be served until
16the registered agent's authority is terminated, in any civil, criminal, administrative
17or investigatory proceeding based on a cause of action which arose while the foreign
18corporation was authorized to transact business in this state.
AB150-ASA1-AA26,235,220
180.1532
(1) A foreign corporation may appeal the
secretary of state's 21department's revocation of its certificate of authority under s. 180.1530 (1) to the
22circuit court for the county where the foreign corporation's principal office or, if none
23in this state, its registered office is located, within 30 days after service of the
24certificate of revocation is perfected under s. 180.1510. The foreign corporation shall
25appeal by petitioning the court to set aside the revocation and attaching to the
1petition copies of its certificate of authority and the
secretary of state's department's 2certificate of revocation.
AB150-ASA1-AA26,235,64
180.1532
(2) The court may order the
secretary of state department to reinstate
5the certificate of authority or may take any other action that the court considers
6appropriate.
AB150-ASA1-AA26,235,9
8180.1622 (title)
Annual report for secretary of state department of
9financial institutions.
AB150-ASA1-AA26,235,1411
180.1622
(1) (intro.) Except as provided in s. 180.1921, each domestic
12corporation and each foreign corporation authorized to transact business in this
13state shall file with the
secretary of state department an annual report that includes
14all of the following information:
AB150-ASA1-AA26,236,216
180.1622
(1) (i) With respect to a foreign corporation, the proportion of the
17capital represented in this state by its property located and business transacted in
18this state during the preceding year. The proportion of capital employed in the state
19shall be computed by taking the gross business of the foreign corporation in the state
20and adding the same to the value of its property located in the state. The sum so
21obtained shall be the numerator of a fraction of which the denominator shall consist
22of its total gross business of said year added to the value of its entire property. The
23fraction so obtained shall represent the proportion of the capital within the state.
24The
secretary of state department may demand, as a condition precedent to the filing
25of the annual report, such further information and statements as
he or she may deem
1the department considers proper in order to determine the accuracy of the report
2submitted.
AB150-ASA1-AA26,236,84
180.1622
(2) (a) Information in the annual report shall be current as of the date
5on which the annual report is executed on behalf of a domestic corporation, except
6that the information required by sub. (1) (f) and (g) shall be current as of the close
7of the domestic corporation's fiscal year immediately before the date by which the
8annual report is required to be delivered to the
secretary of state department.
AB150-ASA1-AA26,236,1510
180.1622
(2) (b) Information in the annual report shall be current as of the date
11on which the annual report is executed on behalf of a foreign corporation, except that
12the information required by sub. (1) (f) to (i) shall be current as of the date of the close
13of the foreign corporation's fiscal year in the 12 months ending on the September 30
14immediately before the date by which the annual report is required to be delivered
15to the
secretary of state department.
AB150-ASA1-AA26,236,2017
180.1622
(3) (a) A domestic corporation shall deliver its annual report to the
18secretary of state department in each year following the calendar year in which the
19domestic corporation was incorporated, during the calendar year quarter in which
20the anniversary date of the incorporation occurs.
AB150-ASA1-AA26,236,2522
180.1622
(3) (b) A foreign corporation authorized to transact business in this
23state shall deliver its annual report to the
secretary of state department during the
24first calendar quarter of each year following the calendar year in which the foreign
25corporation becomes authorized to transact business in this state.
AB150-ASA1-AA26,237,82
180.1622
(4) If an annual report does not contain the information required by
3this section, the
secretary of state department shall promptly notify the reporting
4domestic corporation or foreign corporation in writing and return the report to it for
5correction. The notice shall comply with s. 180.0141. If the annual report is corrected
6to contain the information required by this section and delivered to the
secretary of
7state department within 30 days after the effective date of the notice under s.
8180.0141 (5), the annual report is timely filed.
AB150-ASA1-AA26,237,1110
180.1622
(5) An annual report is effective on the date that it is filed by the
office
11of the secretary of state department.
AB150-ASA1-AA26,237,1513
180.1708
(1) Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a
14document delivered to the
office of the secretary of state department for filing on or
15after January 1, 1991.
AB150-ASA1-AA26,237,2017
180.1708
(8) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply
18to a judicial revocation under s. 946.87 of which the
secretary of state department 19is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c)
20applies to a revocation based on grounds arising before, on or after January 1, 1991.
AB150-ASA1-AA26,237,24
22180.1909 Filing articles of incorporation. Before commencing operations,
23a service corporation shall deliver its articles of incorporation to the
office of the
24secretary of state department for filing.
AB150-ASA1-AA26,238,5
1180.1921
(1) A service corporation shall deliver to the
office of the secretary of
2state department for filing a report in each year following the year in which the
3service corporation's articles of incorporation were filed by the
secretary of state 4department, during the calendar year quarter in which the anniversary of the filing
5occurs.
AB150-ASA1-AA26,238,187
180.1921
(2) The report shall show the address of this service corporation's
8principal office and the name and post-office address of each shareholder, director
9and officer of the service corporation and shall certify that, with the exceptions
10permitted in s. 180.1913, each shareholder, director and officer is licensed, certified,
11registered or otherwise legally authorized to render the same professional or other
12personal service in this state or is a health care professional. The service corporation
13shall prepare the report on forms prescribed and furnished by the
secretary of state 14department, and the report shall contain no fiscal or other information except that
15expressly called for by this section. The
secretary of state department shall forward
16report blanks by 1st class mail to every service corporation in good standing, at least
1760 days before the date on which the service corporation is required by this section
18to file an annual report.
AB150-ASA1-AA26,238,2120
180.1921
(4) An annual report is effective on the date that it is filed by the
office
21of the secretary of state department.
AB150-ASA1-AA26,238,2323
181.02
(4m) "Department" means the department of financial institutions.
