AB150-ASA1-AA26,244,4
24181.55 Filing and recording of articles of dissolution and effect
25thereof. The articles of dissolution shall be filed and recorded, and when the articles
1are filed the existence of the corporation shall cease, except for the purpose of suits,
2other proceedings and appropriate corporate action of members, directors and
3officers as provided in this chapter. Upon the filing of the articles, the
secretary of
4state department may issue a certificate of dissolution.
AB150-ASA1-AA26,244,8
6181.561 Grounds for administrative dissolution. (intro.) The
secretary
7of state department may bring a proceeding under s. 181.562 to administratively
8dissolve a corporation if any of the following occurs:
AB150-ASA1-AA26,244,1110
181.561
(1) The corporation does not pay, within one year after they are due,
11any fees or penalties due the
secretary of state
department under this chapter.
AB150-ASA1-AA26,244,1413
181.561
(2) The corporation does not have on file its annual report with the
14secretary of state department within one year after it is due.
AB150-ASA1-AA26,244,1816
181.561
(4) The corporation does not notify the
secretary of state department 17within one year that its registered agent or registered office has been changed, that
18its registered agent has resigned or that its registered office has been discontinued.
AB150-ASA1-AA26,244,2320
181.562
(1) If the
secretary of state
department determines that one or more
21grounds exist under s. 181.561 for dissolving a corporation, the
secretary of state 22department shall serve the corporation under s. 181.10 with written notice of
his or
23her the determination.
AB150-ASA1-AA26,245,4
1181.562
(2) (a) Within 60 days after service of the notice is perfected under s.
2181.10 (2), the corporation shall correct each ground for dissolution or demonstrate
3to the reasonable satisfaction of the
secretary of state department that each ground
4determined by the
secretary of state department does not exist.
AB150-ASA1-AA26,245,106
181.562
(2) (b) If the corporation fails to satisfy par. (a), the
secretary of state 7department shall administratively dissolve the corporation by
signing issuing a
8certificate of dissolution that recites each ground for dissolution and its effective
9date. The
secretary of state department shall file the original of the certificate and
10serve a copy on the corporation under s. 181.10.
AB150-ASA1-AA26,245,1512
181.563
(1) (intro.) A corporation that is administratively dissolved may apply
13to the
secretary of state department for reinstatement within 2 years after the later
14of January 1, 1994, or the effective date of dissolution. The application shall include
15all of the following:
AB150-ASA1-AA26,245,1917
181.563
(2) (a) (intro.) The
secretary of state department shall cancel the
18certificate of dissolution and prepare a certificate of reinstatement that complies
19with par. (b) if the
secretary of state department determines all of the following:
AB150-ASA1-AA26,245,2221
181.563
(2) (a) 2. That all fees and penalties owed by the corporation to the
22secretary of state department have been paid.
AB150-ASA1-AA26,246,224
181.563
(2) (b) The certificate of reinstatement shall state the
secretary of
25state's department's determination under par. (a) and the effective date of
1reinstatement. The
secretary of state department shall file the original of the
2certificate and serve a copy on the corporation under s. 181.10.
AB150-ASA1-AA26,246,74
181.564
(1) If the
secretary of state
department denies a corporation's
5application for reinstatement under s. 181.563, the
secretary of state department 6shall serve the corporation under s. 181.10 with a written notice that explains each
7reason for denial.
AB150-ASA1-AA26,246,159
181.564
(2) The corporation may appeal the denial of reinstatement to the
10circuit court for the county where the corporation's principal office or, if none in this
11state, its registered office is located, within 30 days after service of the notice of denial
12is perfected. The corporation shall appeal by petitioning the court to set aside the
13dissolution and attaching to the petition copies of the
secretary of state's 14department's certificate of dissolution, the corporation's application for
15reinstatement and the
secretary of state's department's notice of denial.
AB150-ASA1-AA26,246,1917
181.564
(3) The court may order the
secretary of state department to reinstate
18the dissolved corporation or may take other action that the court considers
19appropriate.
AB150-ASA1-AA26,246,25
21181.63 Filing of decree of dissolution. In case the court enters a decree
22dissolving a corporation the clerk of such court shall cause a certified copy of the
23decree to be filed and recorded. Upon the filing of the decree the
secretary of state 24department shall issue a certificate of dissolution. No fee shall be charged for such
25filing or recording.".
AB150-ASA1-AA26,247,104
181.651
(2) The annual report shall be made on forms prescribed and furnished
5by the
secretary of state department, and the information contained in the report
6shall be given as of the date of the execution of the report. It shall be executed by the
7corporation by its president, a vice president, secretary, assistant secretary, or
8treasurer, or, until the first election of officers, by one of its incorporators, or, if the
9corporation is in the hands of a receiver or trustee, it shall be executed on behalf of
10the corporation by such receiver or trustee.
AB150-ASA1-AA26,247,1412
181.651
(3) The
secretary of state
department shall forward by 1st class mail
13a report form to every corporation in good standing not later than 60 days before the
14date on which the corporation is required by this chapter to file an annual report.
AB150-ASA1-AA26,247,1916
181.651
(5) A corporation shall deliver its annual report to the
secretary of
17state department in each year following the calendar year in which the corporation
18was incorporated, during the calendar year quarter in which the anniversary date
19of the incorporation occurs.
AB150-ASA1-AA26,248,321
181.651
(6) If an annual report does not contain the information required by
22this section, the
secretary of state department shall promptly notify the reporting
23corporation in writing and return the report to it for correction. The notice shall
24comply with s. 181.10. If the annual report is corrected to contain the information
1required by this section and delivered to the
secretary of state department within 30
2days after the effective date of the notice determined under s. 181.10 (2), the annual
3report is timely filed.
AB150-ASA1-AA26,248,65
181.651
(7) An annual report is effective on the date that it is filed by the
office
6of the secretary of state department.
AB150-ASA1-AA26,248,218
181.66
(2) A foreign corporation conducting its affairs or acquiring, holding or
9disposing of property in this state, shall by so doing be deemed to have thereby
10appointed the
secretary of state department as its agent and representative upon
11whom any process, notice or demand may be served in any action or proceeding
12arising out of or relating to any affairs conducted or property acquired, held or
13disposed of within this state. Service of such process, notice or demand shall be made
14by serving a copy upon the
secretary of state or by filing such copy in the secretary
15of state's office department, and such service shall be sufficient service upon said
16foreign corporation, provided that notice of such service and a copy of the process,
17notice or demand are within 10 days thereafter sent by mail by the plaintiff to the
18defendant at its last-known address, and that the plaintiff's affidavit of compliance
19herewith is appended to the process, notice or demand. The
secretary of state 20department shall keep a record of all such processes, notices and demands which
21shows the day and hour of service.
AB150-ASA1-AA26,248,25
23181.667 Recording change of principal office. (intro.) If a document
24submitted to the
secretary of state department for filing under this chapter changes
25the county of the corporation's principal office:
AB150-ASA1-AA26,249,32
181.667
(1) An original of the document or a duplicate original
endorsed 3certified by the
secretary of state
department shall be recorded in each county;
AB150-ASA1-AA26,249,75
181.667
(3) A certificate
of the secretary of state prepared by the department 6listing the type and date of filing of recordable documents previously filed by the
7corporation shall be recorded in the county of the new principal office.
AB150-ASA1-AA26,249,119
181.67
(1) (a) Separate originals of the document for the
secretary of state 10department and for the register of deeds of each county in which the document is
11required to be recorded.
AB150-ASA1-AA26,249,1413
181.67
(1) (b) A check payable to the
secretary of state department in the
14amount of the filing fee prescribed under s. 181.68.
AB150-ASA1-AA26,249,1816
181.67
(2) (a) Unless the document does not conform to law, the
secretary of
17state department shall
endorse on
mark each original "Filed" and the date of filing
18and shall file one original
in his or her office.
AB150-ASA1-AA26,249,2220
181.67
(2) (b) The
secretary of state
department shall forward to each register
21of deeds the check under sub. (1) (c) and an original document or duplicate
endorsed 22certified by the
secretary of state
department, within 5 days of filing.
AB150-ASA1-AA26,250,324
181.67
(3) (a) Each week the
secretary of state department shall forward to
25each register of deeds a listing of all documents received during the preceding week
1for filing and recording as required under this chapter. For each document, the
2listing shall specify the type of document, the name of the corporation, the name of
3the county of the corporation's principal office, and the date of filing.
AB150-ASA1-AA26,250,75
181.67
(3) (b) The
secretary of state
department of financial institutions shall
6forward to the department of regulation and licensing the name and address of any
7corporation filing articles of incorporation under this chapter.
AB150-ASA1-AA26,250,129
181.67
(4) A document required to be filed and recorded under this chapter is
10effective on filing with the
secretary of state department, except as provided in s.
11181.46. An error or omission in recording the document or a certificate under s.
12181.667 (2) with a register of deeds does not affect its effectiveness.
AB150-ASA1-AA26,250,1814
181.67
(5) A document filed with the
secretary of state department under this
15chapter before May 7, 1982 is effective unless the records of the
secretary of state 16department show that the document was recognized as ineffective because of a
17recording defect and the
secretary of state department or the corporation acted in
18reliance on the ineffectiveness of the document.
AB150-ASA1-AA26,250,2120
181.67
(6) (a) (intro.) The
secretary of state department may waive any of the
21following:
AB150-ASA1-AA26,250,2523
181.67
(6) (a) 2. An omission or defect in a document, if the
secretary of state 24department determines from the face of the document that the omission or defect is
25immaterial.
AB150-ASA1-AA26,251,32
181.68
(1) (intro.) The
secretary of state department shall charge and collect
3for:
AB150-ASA1-AA26,251,95
181.68
(1) (b) Filing articles of amendment, $25, except that no fee may be
6collected for an amendment showing only a change of address resulting from the
7action of a governmental agency if there is no corresponding change in physical
8location and if 2 copies of the notice of the action are submitted to the
secretary of
9state department;
AB150-ASA1-AA26,251,1611
181.68
(1) (e) Filing statement of change of registered agent or address of
12registered agent under s. 181.09 (1), or a statement of resignation of registered agent,
13$10, except that no fee may be collected for a change of address resulting from the
14action of a governmental agency if there is no corresponding change in physical
15location and if 2 copies of the notice of the action are submitted to the
secretary of
16state department;
AB150-ASA1-AA26,251,1918
181.68
(1) (f) Receiving service of any process, notice or demand authorized to
19be served on the
secretary of state department by this chapter, $10;
AB150-ASA1-AA26,252,221
181.68
(3) The
secretary of state
department shall not file any document
22relating to any corporation, domestic or foreign, organized under or subject to the
23provisions of this chapter, until all fees and charges provided to be paid in connection
24therewith shall have been paid to the
secretary of state department or while the
1corporation is in default in the payment of any fees, charges or penalties herein
2provided to be paid by or assessed against it.
AB150-ASA1-AA26,252,11
4181.69 Penalties for false statements. Any officer or director or any other
5person who shall file or cause to be filed with the
secretary of state department on
6behalf of any corporation subject to this chapter any certificate, report, statement,
7application or any other document required or permitted to be so filed under this
8chapter, known to such director, officer or other person to be false or misleading in
9any material respect shall be imprisoned in the Wisconsin state prisons not more
10than 3 years or in the county jail not more than one year or fined not more than
11$1,000.
AB150-ASA1-AA26,252,14
13181.73 (title)
Appeal from secretary of state department of financial
14institutions.
AB150-ASA1-AA26,253,416
181.73
(1) If the
secretary of state
department finds that any document
17required by this chapter to be filed
in the secretary's office with the department does
18not conform to law, the
secretary department shall, within 10 days after receipt of
19the document, give written notice of the
secretary's decision to the person or
20corporation, domestic or foreign, delivering the document, specifying the reasons
21therefor. The decision shall be subject to such judicial proceedings as are provided
22by law, or such person or corporation, within 60 days after receipt of the notice of
23decision, may commence an action against the
secretary of state department in the
24circuit court of Dane county by filing a summons and a complaint to set aside such
25finding. The proceedings shall be had as in other actions and the person or
1corporation shall receive a new trial on all issues relating to the
secretary's 2department's decision. The trial shall be conducted by the court without a jury, and
3the court shall either sustain the action of the
secretary of state department or direct
4the
secretary department to take such action as the court deems proper.
