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-AA26,215,1411
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-AA26,215,1916
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-AA26,215,2421
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-AA26,216,4
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-AA26,216,86
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-AA26,216,1410
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-AA26,216,2116
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-AA26,216,2523
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-AA26,217,142
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-AA26,217,1916
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-AA26,217,2521
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-AA26,218,62
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-AA26,218,158
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-AA26,218,2017
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-AA26,218,2322
180.0502
(1) (a) Delivering to the
secretary of state department for filing a
23statement of change.
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-AA26,219,116
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-AA26,219,1513
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-AA26,219,1817
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-AA26,219,2120
180.0503
(3) (a) Sixty days after the
secretary of state department receives the
21statement of resignation for filing.".
AB150-ASA1-AA26,219,24
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-AA26,220,9
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-AA26,220,1916
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-AA26,221,621
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-AA26,221,108
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-AA26,221,1712
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-AA26,221,2419
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-AA26,222,3
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-AA26,222,75
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-AA26,222,11
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-AA26,222,1613
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-AA26,222,2018
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-AA26,222,2522
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.
AB150-ASA1-AA26,223,62
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
3or share exchange is approved by the shareholders, or adopted by the board of
4directors if shareholder approval is not required, the surviving or acquiring
5corporation shall deliver to the
secretary of state
department for filing articles of
6merger or share exchange setting forth all of the following:
AB150-ASA1-AA26,223,138
180.1107
(3) (a) When a merger or share exchange under this section takes
9effect, the
secretary of state department is the agent of the surviving foreign
10corporation of a merger or the acquiring foreign corporation in a share exchange, for
11service of process in a proceeding to enforce any obligation or the rights of dissenting
12shareholders of each domestic corporation that is party to the merger or share
13exchange.
AB150-ASA1-AA26,223,1715
180.1401
(2) (intro.) At any time after dissolution is authorized under sub. (1),
16the corporation may dissolve by delivering to the
secretary of state department for
17filing articles of dissolution that include all of the following:
AB150-ASA1-AA26,223,2119
180.1403
(1) (intro.) At any time after dissolution is authorized under s.
20180.1402, the corporation may dissolve by delivering to the
secretary of state 21department for filing articles of dissolution that include all of the following:
AB150-ASA1-AA26,224,223
180.1404
(3) (intro.) After the revocation of dissolution is authorized, the
24corporation may revoke the dissolution by delivering to the
secretary of state
1department for filing articles of revocation of dissolution, together with a copy of its
2articles of dissolution, that include all of the following:
AB150-ASA1-AA26,224,6
4180.1420 Grounds for administrative dissolution. (intro.) The
secretary
5of state department may bring a proceeding under s. 180.1421 to administratively
6dissolve a corporation if any of the following occurs:
AB150-ASA1-AA26,224,98
180.1420
(1) The corporation does not pay, within one year after they are due,
9any fees or penalties due the
secretary of state
department under this chapter.
AB150-ASA1-AA26,224,1211
180.1420
(2) The corporation does not have on file its annual report with the
12secretary of state department within one year after it is due.
AB150-ASA1-AA26,224,1614
180.1420
(4) The corporation does not notify the
secretary of state department 15within one year that its registered agent or registered office has been changed, that
16its registered agent has resigned or that its registered office has been discontinued.
