Amendment AA26-ASA1-AB150

AB150-ASA1-AA26, s. 4598b Section 4598b. 180.1105 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,223,6 180.1105 (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:

AB150-ASA1-AA26, s. 4599b Section 4599b. 180.1107 (3) (a) of the statutes is amended to read:

AB150-ASA1-AA26,223,13 180.1107 (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.

AB150-ASA1-AA26, s. 4600b Section 4600b. 180.1401 (2) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,223,17 180.1401 (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:

AB150-ASA1-AA26, s. 4601b Section 4601b. 180.1403 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,223,21 180.1403 (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:

AB150-ASA1-AA26, s. 4602b Section 4602b. 180.1404 (3) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,224,2 180.1404 (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:

AB150-ASA1-AA26, s. 4603b Section 4603b. 180.1420 (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,224,6 180.1420 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:

AB150-ASA1-AA26, s. 4604b Section 4604b. 180.1420 (1) of the statutes is amended to read:

AB150-ASA1-AA26,224,9 180.1420 (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.

AB150-ASA1-AA26, s. 4605b Section 4605b. 180.1420 (2) of the statutes is amended to read:

AB150-ASA1-AA26,224,12 180.1420 (2) The corporation does not have on file its annual report with the secretary of state department within one year after it is due.

AB150-ASA1-AA26, s. 4606b Section 4606b. 180.1420 (4) of the statutes is amended to read:

AB150-ASA1-AA26,224,16 180.1420 (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.

AB150-ASA1-AA26, s. 4607b Section 4607b. 180.1421 (1) of the statutes is amended to read:

AB150-ASA1-AA26,224,21 180.1421 (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.

AB150-ASA1-AA26, s. 4608b Section 4608b. 180.1421 (2) (a) of the statutes is amended to read:

AB150-ASA1-AA26,225,2 180.1421 (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.

AB150-ASA1-AA26, s. 4609b Section 4609b. 180.1421 (2) (b) of the statutes is amended to read:

AB150-ASA1-AA26,225,8 180.1421 (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.

AB150-ASA1-AA26, s. 4610b Section 4610b. 180.1422 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,225,13 180.1422 (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:

AB150-ASA1-AA26, s. 4611b Section 4611b. 180.1422 (2) (a) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,225,17 180.1422 (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:

AB150-ASA1-AA26, s. 4612b Section 4612b. 180.1422 (2) (a) 2. of the statutes is amended to read:

AB150-ASA1-AA26,225,20 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the secretary of state department have been paid.

AB150-ASA1-AA26, s. 4613b Section 4613b. 180.1422 (2) (b) of the statutes is amended to read:

AB150-ASA1-AA26,225,25 180.1422 (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.

AB150-ASA1-AA26, s. 4614b Section 4614b. 180.1423 (1) of the statutes is amended to read:

AB150-ASA1-AA26,226,5 180.1423 (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.

AB150-ASA1-AA26, s. 4615b Section 4615b. 180.1423 (2) of the statutes is amended to read:

AB150-ASA1-AA26,226,13 180.1423 (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.

AB150-ASA1-AA26, s. 4616b Section 4616b. 180.1423 (3) of the statutes is amended to read:

AB150-ASA1-AA26,226,17 180.1423 (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.

AB150-ASA1-AA26, s. 4617b Section 4617b. 180.1433 (1) of the statutes is amended to read:

AB150-ASA1-AA26,226,23 180.1433 (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.

AB150-ASA1-AA26, s. 4618b Section 4618b. 180.1501 (1) of the statutes is amended to read:

AB150-ASA1-AA26,227,2 180.1501 (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state department.

AB150-ASA1-AA26, s. 4619b Section 4619b. 180.1502 (5) (b) of the statutes is amended to read:

AB150-ASA1-AA26,227,8 180.1502 (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.

AB150-ASA1-AA26, s. 4620b Section 4620b. 180.1503 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,227,13 180.1503 (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:

AB150-ASA1-AA26, s. 4621b Section 4621b. 180.1503 (1) (j) of the statutes is amended to read:

AB150-ASA1-AA26,228,5 180.1503 (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.

AB150-ASA1-AA26, s. 4622b Section 4622b. 180.1504 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,228,9 180.1504 (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:

AB150-ASA1-AA26, s. 4623b Section 4623b. 180.1506 (1) of the statutes is amended to read:

AB150-ASA1-AA26,228,16 180.1506 (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.

AB150-ASA1-AA26, s. 4624b Section 4624b. 180.1506 (2) (a) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,228,20 180.1506 (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:

AB150-ASA1-AA26, s. 4625b Section 4625b. 180.1506 (3) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,229,2 180.1506 (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:

AB150-ASA1-AA26, s. 4626b Section 4626b. 180.1506 (3) (a) of the statutes is amended to read:

AB150-ASA1-AA26,229,9 180.1506 (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.

AB150-ASA1-AA26, s. 4627b Section 4627b. 180.1506 (3) (b) of the statutes is amended to read:

AB150-ASA1-AA26,229,13 180.1506 (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.

AB150-ASA1-AA26, s. 4628b Section 4628b. 180.1508 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,229,18 180.1508 (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:

AB150-ASA1-AA26, s. 4629b Section 4629b. 180.1508 (2) of the statutes is amended to read:

AB150-ASA1-AA26,230,2 180.1508 (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.

AB150-ASA1-AA26,230,3 Section 4630b 180.1509 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,230,6 180.1509 (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:

AB150-ASA1-AA26, s. 4631b Section 4631b. 180.1509 (2) of the statutes is amended to read:

AB150-ASA1-AA26,230,9 180.1509 (2) After filing the statement, the secretary of state department shall mail a copy to the foreign corporation at its principal office.

AB150-ASA1-AA26, s. 4632b Section 4632b. 180.1509 (3) (a) of the statutes is amended to read:

AB150-ASA1-AA26,230,12 180.1509 (3) (a) Sixty days after the secretary of state department receives the statement of resignation for filing.

AB150-ASA1-AA26, s. 4633b Section 4633b. 180.1510 (4) (a) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,230,18 180.1510 (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:".

AB150-ASA1-AA26,230,19 595. Page 1511, line 8: after that line insert:

AB150-ASA1-AA26,230,21 " Section 4635b. 180.1510 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

AB150-ASA1-AA26,231,3 180.1510 (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.".

AB150-ASA1-AA26,231,4 596. Page 1511, line 14: after that line insert:

AB150-ASA1-AA26,231,6 " Section 4637b. 180.1510 (4) (b) 2. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150-ASA1-AA26,231,11 180.1510 (4) (b) 2. If a process, notice or demand is served by the secretary of state department 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 department, the foreign corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150-ASA1-AA26, s. 4638b Section 4638b. 180.1520 (1) of the statutes is amended to read:

AB150-ASA1-AA26,231,15 180.1520 (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state department.

AB150-ASA1-AA26, s. 4639b Section 4639b. 180.1520 (2) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,231,20 180.1520 (2) (intro.) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state department for filing. The application shall include all of the following:

AB150-ASA1-AA26, s. 4640b Section 4640b. 180.1520 (2) (e) of the statutes is amended to read:

AB150-ASA1-AA26,231,23 180.1520 (2) (e) A commitment to notify the secretary of state department in the future of any change in the mailing address of its principal office.

AB150-ASA1-AA26, s. 4641b Section 4641b. 180.1530 (1) (intro.) of the statutes is amended to read:

AB150-ASA1-AA26,232,4 180.1530 (1) (intro.) Except as provided in sub. (1m), the secretary of state department may bring a proceeding under s. 180.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:

AB150-ASA1-AA26, s. 4642b Section 4642b. 180.1530 (1) (a) of the statutes is amended to read:

AB150-ASA1-AA26,232,7 180.1530 (1) (a) The foreign corporation fails to file its annual report with the secretary of state department within 4 months after it is due.

AB150-ASA1-AA26, s. 4643b Section 4643b. 180.1530 (1) (b) of the statutes is amended to read: