AB150: Bill Text

AB150,1573,13 181.55 Filing and recording of articles of dissolution and effect thereof. The articles of dissolution shall be filed and recorded, and when the articles are filed the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action of members, directors and officers as provided in this chapter. Upon the filing of the articles, the secretary of state department may issue a certificate of dissolution.

AB150, s. 4691 Section 4691. 181.561 (intro.) of the statutes is amended to read:

AB150,1573,17 181.561 Grounds for administrative dissolution. (intro.) The secretary of state department may bring a proceeding under s. 181.562 to administratively dissolve a corporation if any of the following occurs:

AB150, s. 4692 Section 4692. 181.561 (1) of the statutes is amended to read:

AB150,1573,20 181.561 (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. 4693 Section 4693. 181.561 (2) of the statutes is amended to read:

AB150,1573,23 181.561 (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. 4694 Section 4694. 181.561 (4) of the statutes is amended to read:

AB150,1574,3 181.561 (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. 4695 Section 4695. 181.562 (1) of the statutes is amended to read:

AB150,1574,8 181.562 (1) If the secretary of state department determines that one or more grounds exist under s. 181.561 for dissolving a corporation, the secretary of state department shall serve the corporation under s. 181.10 with written notice of his or her the determination.

AB150, s. 4696 Section 4696. 181.562 (2) (a) of the statutes is amended to read:

AB150,1574,13 181.562 (2) (a) Within 60 days after service of the notice is perfected under s. 181.10 (2), 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. 4697 Section 4697. 181.562 (2) (b) of the statutes is amended to read:

AB150,1574,19 181.562 (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. 181.10.

AB150, s. 4698 Section 4698. 181.563 (1) (intro.) of the statutes is amended to read:

AB150,1574,24 181.563 (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, 1994, or the effective date of dissolution. The application shall include all of the following:

AB150, s. 4699 Section 4699. 181.563 (2) (a) (intro.) of the statutes is amended to read:

AB150,1575,3 181.563 (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. 4700 Section 4700. 181.563 (2) (a) 2. of the statutes is amended to read:

AB150,1575,6 181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the secretary of state department have been paid.

AB150, s. 4701 Section 4701. 181.563 (2) (b) of the statutes is amended to read:

AB150,1575,11 181.563 (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 serve a copy on the corporation under s. 181.10.

AB150, s. 4702 Section 4702. 181.564 (1) of the statutes is amended to read:

AB150,1575,16 181.564 (1) If the secretary of state department denies a corporation's application for reinstatement under s. 181.563, the secretary of state department shall serve the corporation under s. 181.10 with a written notice that explains each reason for denial.

AB150, s. 4703 Section 4703. 181.564 (2) of the statutes is amended to read:

AB150,1575,24 181.564 (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. 4704 Section 4704. 181.564 (3) of the statutes is amended to read:

AB150,1576,3 181.564 (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. 4705 Section 4705. 181.63 of the statutes is amended to read:

AB150,1576,9 181.63 Filing of decree of dissolution. In case the court enters a decree dissolving a corporation the clerk of such court shall cause a certified copy of the decree to be filed and recorded. Upon the filing of the decree the secretary of state department shall issue a certificate of dissolution. No fee shall be charged for such filing or recording.

AB150, s. 4706 Section 4706. 181.651 (2) of the statutes is amended to read:

AB150,1576,17 181.651 (2) The annual report shall be made on forms prescribed and furnished by the secretary of state department, and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, assistant secretary, or treasurer, or, until the first election of officers, by one of its incorporators, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by such receiver or trustee.

AB150, s. 4707 Section 4707. 181.651 (3) of the statutes is amended to read:

AB150,1576,21 181.651 (3) The secretary of state department shall forward by 1st class mail a report form to every corporation in good standing not later than 60 days before the date on which the corporation is required by this chapter to file an annual report.

AB150, s. 4708 Section 4708. 181.651 (5) of the statutes is amended to read:

AB150,1577,2 181.651 (5) A corporation shall deliver its annual report to the secretary of state department in each year following the calendar year in which the corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.

AB150, s. 4709 Section 4709. 181.651 (6) of the statutes is amended to read:

AB150,1577,10 181.651 (6) If an annual report does not contain the information required by this section, the secretary of state department shall promptly notify the reporting corporation in writing and return the report to it for correction. The notice shall comply with s. 181.10. If the annual report is corrected to contain the information required by this section and delivered to the secretary of state department within 30 days after the effective date of the notice determined under s. 181.10 (2), the annual report is timely filed.

AB150, s. 4710 Section 4710. 181.651 (7) of the statutes is amended to read:

AB150,1577,13 181.651 (7) An annual report is effective on the date that it is filed by the office of the secretary of state department.

AB150, s. 4711 Section 4711. 181.66 (2) of the statutes is amended to read:

AB150,1578,3 181.66 (2) A foreign corporation conducting its affairs or acquiring, holding or disposing of property in this state, shall by so doing be deemed to have thereby appointed the secretary of state department as its agent and representative upon whom any process, notice or demand may be served in any action or proceeding arising out of or relating to any affairs conducted or property acquired, held or disposed of within this state. Service of such process, notice or demand shall be made by serving a copy upon the secretary of state or by filing such copy in the secretary of state's office department, and such service shall be sufficient service upon said foreign corporation, provided that notice of such service and a copy of the process, notice or demand are within 10 days thereafter sent by mail by the plaintiff to the defendant at its last-known address, and that the plaintiff's affidavit of compliance herewith is appended to the process, notice or demand. The secretary of state department shall keep a record of all such processes, notices and demands which shows the day and hour of service.

AB150, s. 4712 Section 4712. 181.667 (intro.) of the statutes is amended to read:

AB150,1578,7 181.667 Recording change of principal office. (intro.) If a document submitted to the secretary of state department for filing under this chapter changes the county of the corporation's principal office:

AB150, s. 4713 Section 4713. 181.667 (1) of the statutes is amended to read:

AB150,1578,10 181.667 (1) An original of the document or a duplicate original endorsed certified by the secretary of state department shall be recorded in each county;

AB150, s. 4714 Section 4714. 181.667 (3) of the statutes is amended to read:

AB150,1578,14 181.667 (3) A certificate of the secretary of state prepared by the department listing the type and date of filing of recordable documents previously filed by the corporation shall be recorded in the county of the new principal office.

AB150, s. 4715 Section 4715. 181.67 (1) (a) of the statutes is amended to read:

AB150,1578,18 181.67 (1) (a) Separate originals of the document for the secretary of state department and for the register of deeds of each county in which the document is required to be recorded.

AB150, s. 4716 Section 4716. 181.67 (1) (b) of the statutes is amended to read:

AB150,1578,21 181.67 (1) (b) A check payable to the secretary of state department in the amount of the filing fee prescribed under s. 181.68.

AB150, s. 4717 Section 4717. 181.67 (2) (a) of the statutes is amended to read:

AB150,1578,25 181.67 (2) (a) Unless the document does not conform to law, the secretary of state department shall endorse on mark each original "Filed" and the date of filing and shall file one original in his or her office.

AB150, s. 4718 Section 4718. 181.67 (2) (b) of the statutes is amended to read:

AB150,1579,4 181.67 (2) (b) The secretary of state department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed certified by the secretary of state department, within 5 days of filing.

AB150, s. 4719 Section 4719. 181.67 (3) (a) of the statutes is amended to read:

AB150,1579,10 181.67 (3) (a) Each week the secretary of state department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the corporation, the name of the county of the corporation's principal office, and the date of filing.

AB150, s. 4720 Section 4720. 181.67 (3) (b) of the statutes is amended to read:

AB150,1579,14 181.67 (3) (b) The secretary of state department of revenue shall forward to the department of regulation and licensing the name and address of any corporation filing articles of incorporation under this chapter.

AB150, s. 4721 Section 4721. 181.67 (4) of the statutes is amended to read:

AB150,1579,19 181.67 (4) A document required to be filed and recorded under this chapter is effective on filing with the secretary of state department, except as provided in s. 181.46. An error or omission in recording the document or a certificate under s. 181.667 (2) with a register of deeds does not affect its effectiveness.

AB150, s. 4722 Section 4722. 181.67 (5) of the statutes is amended to read:

AB150,1579,25 181.67 (5) A document filed with the secretary of state department under this chapter before May 7, 1982 is effective unless the records of the secretary of state department show that the document was recognized as ineffective because of a recording defect and the secretary of state department or the corporation acted in reliance on the ineffectiveness of the document.

AB150, s. 4723 Section 4723. 181.67 (6) (a) (intro.) of the statutes is amended to read:

AB150,1580,3 181.67 (6) (a) (intro.) The secretary of state department may waive any of the following:

AB150, s. 4724 Section 4724. 181.67 (6) (a) 2. of the statutes is amended to read:

AB150,1580,7 181.67 (6) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.

AB150, s. 4725 Section 4725. 181.68 (1) (intro.) of the statutes is amended to read:

AB150,1580,10 181.68 (1) (intro.)  The secretary of state department shall charge and collect for:

AB150, s. 4726 Section 4726. 181.68 (1) (b) of the statutes is amended to read:

AB150,1580,16 181.68 (1) (b) Filing articles of amendment, $25, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department;

AB150, s. 4727 Section 4727. 181.68 (1) (e) of the statutes is amended to read:

AB150,1580,23 181.68 (1) (e) Filing statement of change of registered agent or address of registered agent under s. 181.09 (1), or a statement of resignation of registered agent, $10, except that no fee may be collected for a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department;

AB150, s. 4728 Section 4728. 181.68 (1) (f) of the statutes is amended to read:

AB150,1581,2 181.68 (1) (f) Receiving service of any process, notice or demand authorized to be served on the secretary of state department by this chapter, $10;

AB150, s. 4729 Section 4729. 181.68 (3) of the statutes is amended to read:

AB150,1581,9 181.68 (3) The secretary of state department shall not file any document relating to any corporation, domestic or foreign, organized under or subject to the provisions of this chapter, until all fees and charges provided to be paid in connection therewith shall have been paid to the secretary of state department or while the corporation is in default in the payment of any fees, charges or penalties herein provided to be paid by or assessed against it.

AB150, s. 4730 Section 4730. 181.69 of the statutes is amended to read:

AB150,1581,18 181.69 Penalties for false statements. Any officer or director or any other person who shall file or cause to be filed with the secretary of state department on behalf of any corporation subject to this chapter any certificate, report, statement, application or any other document required or permitted to be so filed under this chapter, known to such director, officer or other person to be false or misleading in any material respect shall be imprisoned in the Wisconsin state prisons not more than 3 years or in the county jail not more than one year or fined not more than $1,000.

AB150, s. 4731 Section 4731. 181.73 (title) of the statutes is amended to read:

AB150,1581,20 181.73 (title) Appeal from secretary of state department of revenue.

AB150, s. 4732 Section 4732. 181.73 (1) of the statutes is amended to read:

AB150,1582,10 181.73 (1) If the secretary of state department finds that any document required by this chapter to be filed in the secretary's office with the department does not conform to law, the secretary department shall, within 10 days after receipt of the document, give written notice of the secretary's decision to the person or corporation, domestic or foreign, delivering the document, specifying the reasons therefor. The decision shall be subject to such judicial proceedings as are provided by law, or such person or corporation, within 60 days after receipt of the notice of decision, may commence an action against the secretary of state department in the circuit court of Dane county by filing a summons and a complaint to set aside such finding. The proceedings shall be had as in other actions and the person or corporation shall receive a new trial on all issues relating to the secretary's department's decision. The trial shall be conducted by the court without a jury, and the court shall either sustain the action of the secretary of state department or direct the secretary department to take such action as the court deems proper.

AB150, s. 4733 Section 4733. 181.74 of the statutes is amended to read:

AB150,1582,15 181.74 (title) Forms to be furnished by secretary of state department of revenue. (1) All reports required by this chapter to be filed in the office of the secretary of state with the department shall be made on forms prescribed and furnished by the secretary of state department.

AB150,1582,20 (2) The secretary of state department may provide such forms for other documents to be filed in the secretary of state's office with the department under this chapter as in that the secretary of state's judgment may be deemed department considers necessary for such purpose but the use thereof, unless otherwise specifically prescribed in this chapter, shall not be mandatory.

AB150, s. 4734 Section 4734. 182.031 (2) of the statutes is amended to read: