AB150: Bill Text

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:

AB150, s. 4642 Section 4642. 180.1530 (1) (a) of the statutes is amended to read:

AB150,1561,19 180.1530 (1) (a) The foreign corporation fails to file its annual report with the secretary of state department within 4 months after it is due.

AB150, s. 4643 Section 4643. 180.1530 (1) (b) of the statutes is amended to read:

AB150,1561,23 180.1530 (1) (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the secretary of state department under this chapter.

AB150, s. 4644 Section 4644. 180.1530 (1) (d) of the statutes is amended to read:

AB150,1562,5 180.1530 (1) (d) The foreign corporation does not inform the secretary of state department under s. 180.1508 or 180.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

AB150, s. 4645 Section 4645. 180.1530 (1) (f) of the statutes is amended to read:

AB150,1562,11 180.1530 (1) (f) The secretary of state department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

AB150, s. 4646 Section 4646. 180.1530 (1m) of the statutes is amended to read:

AB150,1562,17 180.1530 (1m) If the secretary of state department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the secretary of state department shall issue a certificate of revocation under s. 180.1531 (2) (b).

AB150, s. 4647 Section 4647. 180.1530 (2) of the statutes is amended to read:

AB150,1562,22 180.1530 (2) A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the secretary of state department of the action, and the secretary of state department shall issue a certificate of revocation under s. 180.1531 (2) (b).

AB150, s. 4648 Section 4648. 180.1531 (1) of the statutes is amended to read:

AB150,1563,2 180.1531 (1) If the secretary of state department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the secretary of state department shall serve the foreign corporation under s. 180.1510 with written notice of his or her the determination.

AB150, s. 4649 Section 4649. 180.1531 (2) (a) of the statutes is amended to read:

AB150,1563,7 180.1531 (2) (a) Within 60 days after service of the notice is perfected under s. 180.1510, the foreign corporation shall correct each ground for revocation 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. 4650 Section 4650. 180.1531 (2) (b) of the statutes is amended to read:

AB150,1563,13 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the secretary of state department may revoke the foreign corporation's certificate of authority by signing issuing a certificate of revocation that recites each ground for revocation and its effective date. The secretary of state department shall file the original of the certificate and serve a copy on the foreign corporation under s. 180.1510.

AB150, s. 4651 Section 4651. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:

AB150,1563,19 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked after December 31, 1991, the secretary of state department shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

AB150, s. 4652 Section 4652. 180.1531 (2) (c) 1. b. of the statutes is amended to read: