AB150,1552,4
1180.1104
(4) The parent may not deliver articles of merger to the
secretary of
2state department for filing until at least 30 days after the date on which it mailed a
3copy of the plan of merger to each shareholder of the subsidiary who did not waive
4the mailing requirement.
AB150, s. 4598
5Section
4598. 180.1105 (1) (intro.) of the statutes is amended to read:
AB150,1552,106
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
7or share exchange is approved by the shareholders, or adopted by the board of
8directors if shareholder approval is not required, the surviving or acquiring
9corporation shall deliver to the
secretary of state
department for filing articles of
10merger or share exchange setting forth all of the following:
AB150, s. 4599
11Section
4599. 180.1107 (3) (a) of the statutes is amended to read:
AB150,1552,1712
180.1107
(3) (a) When a merger or share exchange under this section takes
13effect, the
secretary of state department is the agent of the surviving foreign
14corporation of a merger or the acquiring foreign corporation in a share exchange, for
15service of process in a proceeding to enforce any obligation or the rights of dissenting
16shareholders of each domestic corporation that is party to the merger or share
17exchange.
AB150, s. 4600
18Section
4600. 180.1401 (2) (intro.) of the statutes is amended to read:
AB150,1552,2119
180.1401
(2) (intro.) At any time after dissolution is authorized under sub. (1),
20the corporation may dissolve by delivering to the
secretary of state department for
21filing articles of dissolution that include all of the following:
AB150, s. 4601
22Section
4601. 180.1403 (1) (intro.) of the statutes is amended to read:
AB150,1552,2523
180.1403
(1) (intro.) At any time after dissolution is authorized under s.
24180.1402, the corporation may dissolve by delivering to the
secretary of state 25department for filing articles of dissolution that include all of the following:
AB150, s. 4602
1Section
4602. 180.1404 (3) (intro.) of the statutes is amended to read:
AB150,1553,52
180.1404
(3) (intro.) After the revocation of dissolution is authorized, the
3corporation may revoke the dissolution by delivering to the
secretary of state 4department for filing articles of revocation of dissolution, together with a copy of its
5articles of dissolution, that include all of the following:
AB150, s. 4603
6Section
4603. 180.1420 (intro.) of the statutes is amended to read:
AB150,1553,9
7180.1420 Grounds for administrative dissolution. (intro.) The
secretary
8of state department may bring a proceeding under s. 180.1421 to administratively
9dissolve a corporation if any of the following occurs:
AB150, s. 4604
10Section
4604. 180.1420 (1) of the statutes is amended to read:
AB150,1553,1211
180.1420
(1) The corporation does not pay, within one year after they are due,
12any fees or penalties due the
secretary of state
department under this chapter.
AB150, s. 4605
13Section
4605. 180.1420 (2) of the statutes is amended to read:
AB150,1553,1514
180.1420
(2) The corporation does not have on file its annual report with the
15secretary of state department within one year after it is due.
AB150, s. 4606
16Section
4606. 180.1420 (4) of the statutes is amended to read:
AB150,1553,1917
180.1420
(4) The corporation does not notify the
secretary of state department 18within one year that its registered agent or registered office has been changed, that
19its registered agent has resigned or that its registered office has been discontinued.
AB150, s. 4607
20Section
4607. 180.1421 (1) of the statutes is amended to read:
AB150,1553,2421
180.1421
(1) If the
secretary of state
department determines that one or more
22grounds exist under s. 180.1420 for dissolving a corporation, the
secretary of state 23department shall serve the corporation under s. 180.0504 with written notice of
his
24or her the determination.
AB150, s. 4608
25Section
4608. 180.1421 (2) (a) of the statutes is amended to read:
AB150,1554,4
1180.1421
(2) (a) Within 60 days after service of the notice is perfected under
2s. 180.0504, 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, s. 4609
5Section
4609. 180.1421 (2) (b) of the statutes is amended to read:
AB150,1554,106
180.1421
(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. 180.0504.
AB150, s. 4610
11Section
4610. 180.1422 (1) (intro.) of the statutes is amended to read:
AB150,1554,1512
180.1422
(1) (intro.) A corporation that is administratively dissolved may
13apply to the
secretary of state department for reinstatement within 2 years after the
14later of January 1, 1991, or the effective date of dissolution. The application shall
15include all of the following:
AB150, s. 4611
16Section
4611. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
AB150,1554,1917
180.1422
(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, s. 4612
20Section
4612. 180.1422 (2) (a) 2. of the statutes is amended to read:
AB150,1554,2221
180.1422
(2) (a) 2. That all fees and penalties owed by the corporation to the
22secretary of state department have been paid.
AB150, s. 4613
23Section
4613. 180.1422 (2) (b) of the statutes is amended to read:
AB150,1555,224
180.1422
(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 return a copy to the corporation or its representative.
AB150, s. 4614
3Section
4614. 180.1423 (1) of the statutes is amended to read:
AB150,1555,74
180.1423
(1) If the
secretary of state
department denies a corporation's
5application for reinstatement under s. 180.1422, the
secretary of state department 6shall serve the corporation under s. 180.0504 with a written notice that explains each
7reason for denial.
AB150, s. 4615
8Section
4615. 180.1423 (2) of the statutes is amended to read:
AB150,1555,159
180.1423
(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, s. 4616
16Section
4616. 180.1423 (3) of the statutes is amended to read:
AB150,1555,1917
180.1423
(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, s. 4617
20Section
4617. 180.1433 (1) of the statutes is amended to read:
AB150,1555,2521
180.1433
(1) If after a hearing the court determines that one or more grounds
22for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving
23the corporation and specifying the effective date of the dissolution. The clerk of the
24court shall deliver a certified copy of the decree to the
secretary of state department 25for filing.
AB150, s. 4618
1Section
4618. 180.1501 (1) of the statutes is amended to read:
AB150,1556,32
180.1501
(1) A foreign corporation may not transact business in this state until
3it obtains a certificate of authority from the
secretary of state department.
AB150, s. 4619
4Section
4619. 180.1502 (5) (b) of the statutes is amended to read:
AB150,1556,95
180.1502
(5) (b) The foreign corporation shall pay the amount owed under par.
6(a) to the
secretary of state department, and the
secretary of state department may
7not issue a certificate of authority to the foreign corporation until the amount owed
8is paid. The attorney general may enforce a foreign corporation's obligation to pay
9to the
secretary of state department any amount owed under this subsection.
AB150, s. 4620
10Section
4620. 180.1503 (1) (intro.) of the statutes is amended to read:
AB150,1556,1411
180.1503
(1) (intro.) A foreign corporation may apply for a certificate of
12authority to transact business in this state by delivering an application to the
13secretary of state department for filing. The application shall set forth all of the
14following:
AB150, s. 4621
15Section
4621. 180.1503 (1) (j) of the statutes is amended to read:
AB150,1557,616
180.1503
(1) (j) The proportion of its capital which is represented in this state
17by its property to be located or to be acquired in this state and by its business to be
18transacted in this state. The proportion of capital employed in this state shall be
19computed by taking the estimate of the gross business of the foreign corporation to
20be transacted in this state in the following year and adding the same to the value of
21its property to be located or to be acquired in the state. The sum so obtained shall
22be the numerator of a fraction of which the denominator shall consist of the estimate
23of its total gross business for said year added to the value of its entire property. The
24fraction so obtained shall represent the proportion of the capital within the state.
25For the purposes of this section, the estimate of the business to be transacted and the
1property to be located or to be acquired in the state shall cover the period when it is
2estimated the foreign corporation will commence business in this state to and
3including December 31 of that year. The
secretary of state department may demand,
4as a condition precedent to issuing a certificate of authority, such further information
5and statements as
he or she may deem the department considers proper in order to
6determine the accuracy of the application submitted under this section.
AB150, s. 4622
7Section
4622. 180.1504 (1) (intro.) of the statutes is amended to read:
AB150,1557,108
180.1504
(1) (intro.) A foreign corporation authorized to transact business in
9this state shall obtain an amended certificate of authority from the
secretary of state 10department if it changes any of the following:
AB150, s. 4623
11Section
4623. 180.1506 (1) of the statutes is amended to read:
AB150,1557,1712
180.1506
(1) If the corporate name of a foreign corporation is not available
13under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority
14to transact business in this state, may use a fictitious name to transact business in
15this state if it delivers to the
secretary of state
department for filing a copy of the
16resolution of its board of directors, certified by any of its officers, adopting the
17fictitious name.
AB150, s. 4624
18Section
4624. 180.1506 (2) (a) (intro.) of the statutes is amended to read:
AB150,1557,2119
180.1506
(2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate
20name, including a fictitious name, of a foreign corporation must be distinguishable
21upon the records of the
secretary of state department from all of the following names:
AB150, s. 4625
22Section
4625. 180.1506 (3) (intro.) of the statutes is amended to read:
AB150,1558,223
180.1506
(3) (intro.) A foreign corporation may apply to the
secretary of state 24department for authorization to use in this state a name that is not distinguishable
25upon the records of the
secretary of state department from one or more of the names
1described in sub. (2). The
secretary of state department shall authorize use of the
2name applied for if any of the following occurs:
AB150, s. 4626
3Section
4626. 180.1506 (3) (a) of the statutes is amended to read:
AB150,1558,94
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, s. 4627
10Section
4627. 180.1506 (3) (b) of the statutes is amended to read:
AB150,1558,1311
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, s. 4628
14Section
4628. 180.1508 (1) (intro.) of the statutes is amended to read:
AB150,1558,1815
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, s. 4629
19Section
4629. 180.1508 (2) of the statutes is amended to read:
AB150,1559,220
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, s. 4630
3Section
4630. 180.1509 (1) (intro.) of the statutes is amended to read:
AB150,1559,64
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, s. 4631
7Section
4631. 180.1509 (2) of the statutes is amended to read:
AB150,1559,98
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, s. 4632
10Section
4632. 180.1509 (3) (a) of the statutes is amended to read:
AB150,1559,1211
180.1509
(3) (a) Sixty days after the
secretary of state department receives the
12statement of resignation for filing.
AB150, s. 4633
13Section
4633. 180.1510 (4) (a) (intro.) of the statutes is amended to read:
AB150,1559,1814
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, s. 4634
19Section
4634. 180.1510 (4) (b) of the statutes is renumbered 180.1510 (4) (b)
201. and amended to read:
AB150,1560,221
180.1510
(4) (b) 1.
If Except as provided in subd. 2., if the address of the foreign
22corporation's principal office cannot be determined from the records of the secretary
23of state, the foreign corporation may be served by publishing a class 3 notice, under
24ch. 985, in the community where the foreign corporation's principal office or
1registered office, as most recently designated in the records of the secretary of state,
2is located.
AB150, s. 4635
3Section
4635. 180.1510 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin
4Act .... (this act), is amended to read:
AB150,1560,105
180.1510
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
6corporation's principal office cannot be determined from the records of the
secretary
7of state department, the foreign corporation may be served by publishing a class 3
8notice, under ch. 985, in the community where the foreign corporation's principal
9office or registered office, as most recently designated in the records of the
secretary
10of state department, is located.
AB150, s. 4636
11Section
4636. 180.1510 (4) (b) 2. of the statutes is created to read:
AB150,1560,1612
180.1510
(4) (b) 2. If a process, notice or demand is served by the secretary of
13state on a foreign corporation under s. 180.1531 and the address of the foreign
14corporation's principal office cannot be determined from the records of the secretary
15of state, the foreign corporation may be served by publishing a class 2 notice, under
16ch. 985, in the official state newspaper.
AB150, s. 4637
17Section
4637. 180.1510 (4) (b) 2. of the statutes, as created by 1995 Wisconsin
18Act .... (this act), is amended to read:
AB150,1560,2319
180.1510
(4) (b) 2. If a process, notice or demand is served by the
secretary of
20state department on a foreign corporation under s. 180.1531 and the address of the
21foreign corporation's principal office cannot be determined from the records of the
22secretary of state department, the foreign corporation may be served by publishing
23a class 2 notice, under ch. 985, in the official state newspaper.
AB150, s. 4638
24Section
4638. 180.1520 (1) of the statutes is amended to read:
AB150,1561,3
1180.1520
(1) A foreign corporation authorized to transact business in this state
2may not withdraw from this state until it obtains a certificate of withdrawal from the
3secretary of state department.
AB150, s. 4639
4Section
4639. 180.1520 (2) (intro.) of the statutes is amended to read:
AB150,1561,85
180.1520
(2) (intro.) A foreign corporation authorized to transact business in
6this state may apply for a certificate of withdrawal by delivering an application to
7the
secretary of state department for filing. The application shall include all of the
8following:
AB150, s. 4640
9Section
4640. 180.1520 (2) (e) of the statutes is amended to read:
AB150,1561,1110
180.1520
(2) (e) A commitment to notify the
secretary of state department in
11the future of any change in the mailing address of its principal office.