AB150: Bill Text

AB150,1548,16 180.0503 (3) (a) Sixty days after the secretary of state department receives the statement of resignation for filing.

AB150, s. 4583 Section 4583. 180.0504 (3) of the statutes is renumbered 180.0504 (3) (a) and amended to read:

AB150,1548,23 180.0504 (3) (a) If Except as provided in par. (b), if the address of the corporation's principal office cannot be determined from the records of the secretary of state, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the secretary of state, is located.

AB150, s. 4584 Section 4584. 180.0504 (3) (a) of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1549,6 180.0504 (3) (a) Except as provided in par. (b), if the address of the corporation's principal office cannot be determined from the records of the secretary of state held by the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the secretary of state department, is located.

AB150, s. 4585 Section 4585. 180.0504 (3) (b) of the statutes is created to read:

AB150,1549,12 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state on a corporation under s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the secretary of state, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150, s. 4586 Section 4586. 180.0504 (3) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1549,19 180.0504 (3) (b) If a process, notice or demand is served by the secretary of state department on a corporation under s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the secretary of state department, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150, s. 4587 Section 4587. 180.0602 (2) (intro.) of the statutes is amended to read:

AB150,1549,24 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub. (1), the corporation shall deliver to the secretary of state department for filing articles of amendment, which are effective without shareholder action, that include all of the following information:

AB150, s. 4588 Section 4588. 180.0602 (3) of the statutes is amended to read:

AB150,1550,10 180.0602 (3) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The corporation shall file with the secretary of state department revised articles of amendment that comply with sub. (2). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right, except by amendment of the articles of incorporation under s. 180.1003.

AB150, s. 4589 Section 4589. 180.0620 (1) (b) of the statutes is amended to read:

AB150,1550,14 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the secretary of state department constitutes acceptance by the corporation of all existing subscriptions to its shares.

AB150, s. 4590 Section 4590. 180.0631 (3) (b) (intro.) of the statutes is amended to read:

AB150,1550,21 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the secretary of state department for filing. The articles shall include all of the following information:

AB150, s. 4591 Section 4591. 180.0860 (1) of the statutes is amended to read:

AB150,1551,3 180.0860 (1) Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the secretary of state department a statement that includes the names and addresses of all the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.

AB150, s. 4592 Section 4592. 180.0860 (2) of the statutes is amended to read:

AB150,1551,7 180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the secretary of state department.

AB150, s. 4593 Section 4593. 180.1002 (4) of the statutes is amended to read:

AB150,1551,11 180.1002 (4) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the secretary of state department.

AB150, s. 4594 Section 4594. 180.1006 (intro.) of the statutes is amended to read:

AB150,1551,15 180.1006 Articles of amendment. (intro.) A corporation amending its articles of incorporation shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

AB150, s. 4595 Section 4595. 180.1007 (4) (intro.) of the statutes is amended to read:

AB150,1551,20 180.1007 (4) (intro.) A corporation restating its articles of incorporation shall deliver to the secretary of state department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:

AB150, s. 4596 Section 4596. 180.1008 (2) (intro.) of the statutes is amended to read:

AB150,1551,24 180.1008 (2) (intro.) The persons designated by the court shall deliver to the secretary of state department for filing articles of amendment that include all of the following information:

AB150, s. 4597 Section 4597. 180.1104 (4) of the statutes is amended to read:

AB150,1552,4 180.1104 (4) The parent may not deliver articles of merger to the secretary of state department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

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

AB150,1552,10 180.1105 (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, s. 4599 Section 4599. 180.1107 (3) (a) of the statutes is amended to read:

AB150,1552,17 180.1107 (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, s. 4600 Section 4600. 180.1401 (2) (intro.) of the statutes is amended to read:

AB150,1552,21 180.1401 (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, s. 4601 Section 4601. 180.1403 (1) (intro.) of the statutes is amended to read:

AB150,1552,25 180.1403 (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, s. 4602 Section 4602. 180.1404 (3) (intro.) of the statutes is amended to read:

AB150,1553,5 180.1404 (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, s. 4603 Section 4603. 180.1420 (intro.) of the statutes is amended to read:

AB150,1553,9 180.1420 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, s. 4604 Section 4604. 180.1420 (1) of the statutes is amended to read:

AB150,1553,12 180.1420 (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, s. 4605 Section 4605. 180.1420 (2) of the statutes is amended to read:

AB150,1553,15 180.1420 (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, s. 4606 Section 4606. 180.1420 (4) of the statutes is amended to read:

AB150,1553,19 180.1420 (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, s. 4607 Section 4607. 180.1421 (1) of the statutes is amended to read:

AB150,1553,24 180.1421 (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, s. 4608 Section 4608. 180.1421 (2) (a) of the statutes is amended to read:

AB150,1554,4 180.1421 (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, s. 4609 Section 4609. 180.1421 (2) (b) of the statutes is amended to read:

AB150,1554,10 180.1421 (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, s. 4610 Section 4610. 180.1422 (1) (intro.) of the statutes is amended to read:

AB150,1554,15 180.1422 (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, s. 4611 Section 4611. 180.1422 (2) (a) (intro.) of the statutes is amended to read:

AB150,1554,19 180.1422 (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, s. 4612 Section 4612. 180.1422 (2) (a) 2. of the statutes is amended to read:

AB150,1554,22 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the secretary of state department have been paid.

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

AB150,1555,2 180.1422 (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, s. 4614 Section 4614. 180.1423 (1) of the statutes is amended to read:

AB150,1555,7 180.1423 (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, s. 4615 Section 4615. 180.1423 (2) of the statutes is amended to read:

AB150,1555,15 180.1423 (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, s. 4616 Section 4616. 180.1423 (3) of the statutes is amended to read:

AB150,1555,19 180.1423 (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, s. 4617 Section 4617. 180.1433 (1) of the statutes is amended to read:

AB150,1555,25 180.1433 (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, s. 4618 Section 4618. 180.1501 (1) of the statutes is amended to read:

AB150,1556,3 180.1501 (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, s. 4619 Section 4619. 180.1502 (5) (b) of the statutes is amended to read:

AB150,1556,9 180.1502 (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, s. 4620 Section 4620. 180.1503 (1) (intro.) of the statutes is amended to read:

AB150,1556,14 180.1503 (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, s. 4621 Section 4621. 180.1503 (1) (j) of the statutes is amended to read:

AB150,1557,6 180.1503 (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, s. 4622 Section 4622. 180.1504 (1) (intro.) of the statutes is amended to read:

AB150,1557,10 180.1504 (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, s. 4623 Section 4623. 180.1506 (1) of the statutes is amended to read:

AB150,1557,17 180.1506 (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, s. 4624 Section 4624. 180.1506 (2) (a) (intro.) of the statutes is amended to read:

AB150,1557,21 180.1506 (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, s. 4625 Section 4625. 180.1506 (3) (intro.) of the statutes is amended to read:

AB150,1558,2 180.1506 (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: