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.
AB150, s. 4641 12Section 4641. 180.1530 (1) (intro.) of the statutes is amended to read:
AB150,1561,1613 180.1530 (1) (intro.) Except as provided in sub. (1m), the secretary of state
14department may bring a proceeding under s. 180.1531 to revoke the certificate of
15authority of a foreign corporation authorized to transact business in this state if any
16of the following applies:
AB150, s. 4642 17Section 4642. 180.1530 (1) (a) of the statutes is amended to read:
AB150,1561,1918 180.1530 (1) (a) The foreign corporation fails to file its annual report with the
19secretary of state department within 4 months after it is due.
AB150, s. 4643 20Section 4643. 180.1530 (1) (b) of the statutes is amended to read:
AB150,1561,2321 180.1530 (1) (b) The foreign corporation does not pay, within 4 months after
22they are due, any fees or penalties due the secretary of state department under this
23chapter.
AB150, s. 4644 24Section 4644. 180.1530 (1) (d) of the statutes is amended to read:
AB150,1562,5
1180.1530 (1) (d) The foreign corporation does not inform the secretary of state
2department under s. 180.1508 or 180.1509 that its registered agent or registered
3office has changed, that its registered agent has resigned or that its registered office
4has been discontinued, within 6 months of the change, resignation or
5discontinuance.
AB150, s. 4645 6Section 4645. 180.1530 (1) (f) of the statutes is amended to read:
AB150,1562,117 180.1530 (1) (f) The secretary of state department receives a duly
8authenticated certificate from the secretary of state or other official having custody
9of corporate records in the state or country under whose law the foreign corporation
10is incorporated stating that it has been dissolved or disappeared as the result of a
11merger.
AB150, s. 4646 12Section 4646. 180.1530 (1m) of the statutes is amended to read:
AB150,1562,1713 180.1530 (1m) If the secretary of state department receives a certificate under
14sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted
15by the foreign corporation to terminate its authority to transact business in this
16state, the secretary of state department shall issue a certificate of revocation under
17s. 180.1531 (2) (b).
AB150, s. 4647 18Section 4647. 180.1530 (2) of the statutes is amended to read:
AB150,1562,2219 180.1530 (2) A court may revoke under s. 946.87 the certificate of authority of
20a foreign corporation authorized to transact business in this state. The court shall
21notify the secretary of state department of the action, and the secretary of state
22department shall issue a certificate of revocation under s. 180.1531 (2) (b).
AB150, s. 4648 23Section 4648. 180.1531 (1) of the statutes is amended to read:
AB150,1563,224 180.1531 (1) If the secretary of state department determines that one or more
25grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the

1secretary of state department shall serve the foreign corporation under s. 180.1510
2with written notice of his or her the determination.
AB150, s. 4649 3Section 4649. 180.1531 (2) (a) of the statutes is amended to read:
AB150,1563,74 180.1531 (2) (a) Within 60 days after service of the notice is perfected under
5s. 180.1510, the foreign corporation shall correct each ground for revocation or
6demonstrate to the reasonable satisfaction of the secretary of state department that
7each ground determined by the secretary of state department does not exist.
AB150, s. 4650 8Section 4650. 180.1531 (2) (b) of the statutes is amended to read:
AB150,1563,139 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the secretary
10of state
department may revoke the foreign corporation's certificate of authority by
11signing issuing a certificate of revocation that recites each ground for revocation and
12its effective date. The secretary of state department shall file the original of the
13certificate and serve a copy on the foreign corporation under s. 180.1510.
AB150, s. 4651 14Section 4651. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:
AB150,1563,1915 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
16revoked after December 31, 1991, the secretary of state department shall reinstate
17the certificate of authority if the foreign corporation does all of the following within
18the later of October 4, 1993 or 6 months after the effective date of the certificate of
19revocation:
AB150, s. 4652 20Section 4652. 180.1531 (2) (c) 1. b. of the statutes is amended to read:
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