AB150: Bill Text

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:

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

AB150,1558,9 180.1506 (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, s. 4627 Section 4627. 180.1506 (3) (b) of the statutes is amended to read:

AB150,1558,13 180.1506 (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, s. 4628 Section 4628. 180.1508 (1) (intro.) of the statutes is amended to read:

AB150,1558,18 180.1508 (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, s. 4629 Section 4629. 180.1508 (2) of the statutes is amended to read:

AB150,1559,2 180.1508 (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, s. 4630 Section 4630. 180.1509 (1) (intro.) of the statutes is amended to read:

AB150,1559,6 180.1509 (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, s. 4631 Section 4631. 180.1509 (2) of the statutes is amended to read:

AB150,1559,9 180.1509 (2) After filing the statement, the secretary of state department shall mail a copy to the foreign corporation at its principal office.

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

AB150,1559,12 180.1509 (3) (a) Sixty days after the secretary of state department receives the statement of resignation for filing.

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

AB150,1559,18 180.1510 (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, s. 4634 Section 4634. 180.1510 (4) (b) of the statutes is renumbered 180.1510 (4) (b) 1. and amended to read:

AB150,1560,2 180.1510 (4) (b) 1. If 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, 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, is located.

AB150, s. 4635 Section 4635. 180.1510 (4) (b) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1560,10 180.1510 (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, s. 4636 Section 4636. 180.1510 (4) (b) 2. of the statutes is created to read:

AB150,1560,16 180.1510 (4) (b) 2. If a process, notice or demand is served by the secretary of state 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, the foreign corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

AB150, s. 4637 Section 4637. 180.1510 (4) (b) 2. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1560,23 180.1510 (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, s. 4638 Section 4638. 180.1520 (1) of the statutes is amended to read:

AB150,1561,3 180.1520 (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, s. 4639 Section 4639. 180.1520 (2) (intro.) of the statutes is amended to read:

AB150,1561,8 180.1520 (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, s. 4640 Section 4640. 180.1520 (2) (e) of the statutes is amended to read:

AB150,1561,11 180.1520 (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, s. 4641 Section 4641. 180.1530 (1) (intro.) of the statutes is amended to read:

AB150,1561,16 180.1530 (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: