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:
AB150,1563,2221 180.1531 (2) (c) 1. b. Pays any fees or penalties due the secretary of state
22department under s. 180.1502 (5) (a) or $5,000, whichever is less.
AB150, s. 4653 23Section 4653. 180.1531 (4) of the statutes is amended to read:
AB150,1564,424 180.1531 (4) If the secretary of state department or a court revokes a foreign
25corporation's certificate of authority, the foreign corporation may be served under s.

1180.1510 (3) and (4) or the foreign corporation's registered agent may be served until
2the registered agent's authority is terminated, in any civil, criminal, administrative
3or investigatory proceeding based on a cause of action which arose while the foreign
4corporation was authorized to transact business in this state.
AB150, s. 4654 5Section 4654. 180.1532 (1) of the statutes is amended to read:
AB150,1564,136 180.1532 (1) A foreign corporation may appeal the secretary of state's
7department's revocation of its certificate of authority under s. 180.1530 (1) to the
8circuit court for the county where the foreign corporation's principal office or, if none
9in this state, its registered office is located, within 30 days after service of the
10certificate of revocation is perfected under s. 180.1510. The foreign corporation shall
11appeal by petitioning the court to set aside the revocation and attaching to the
12petition copies of its certificate of authority and the secretary of state's department's
13certificate of revocation.
AB150, s. 4655 14Section 4655. 180.1532 (2) of the statutes is amended to read:
AB150,1564,1715 180.1532 (2) The court may order the secretary of state department to reinstate
16the certificate of authority or may take any other action that the court considers
17appropriate.
AB150, s. 4656 18Section 4656. 180.1622 (title) of the statutes is amended to read:
AB150,1564,20 19180.1622 (title) Annual report for secretary of state department of
20revenue
.
AB150, s. 4657 21Section 4657. 180.1622 (1) (intro.) of the statutes is amended to read:
AB150,1564,2522 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic
23corporation and each foreign corporation authorized to transact business in this
24state shall file with the secretary of state department an annual report that includes
25all of the following information:
AB150, s. 4658
1Section 4658. 180.1622 (1) (i) of the statutes is amended to read:
AB150,1565,132 180.1622 (1) (i) With respect to a foreign corporation, the proportion of the
3capital represented in this state by its property located and business transacted in
4this state during the preceding year. The proportion of capital employed in the state
5shall be computed by taking the gross business of the foreign corporation in the state
6and adding the same to the value of its property located in the state. The sum so
7obtained shall be the numerator of a fraction of which the denominator shall consist
8of its total gross business of said year added to the value of its entire property. The
9fraction so obtained shall represent the proportion of the capital within the state.
10The secretary of state department may demand, as a condition precedent to the filing
11of the annual report, such further information and statements as he or she may deem
12the department considers proper in order to determine the accuracy of the report
13submitted.
AB150, s. 4659 14Section 4659. 180.1622 (2) (a) of the statutes is amended to read:
AB150,1565,1915 180.1622 (2) (a) Information in the annual report shall be current as of the date
16on which the annual report is executed on behalf of a domestic corporation, except
17that the information required by sub. (1) (f) and (g) shall be current as of the close
18of the domestic corporation's fiscal year immediately before the date by which the
19annual report is required to be delivered to the secretary of state department.
AB150, s. 4660 20Section 4660. 180.1622 (2) (b) of the statutes is amended to read:
AB150,1566,221 180.1622 (2) (b) Information in the annual report shall be current as of the date
22on which the annual report is executed on behalf of a foreign corporation, except that
23the information required by sub. (1) (f) to (i) shall be current as of the date of the close
24of the foreign corporation's fiscal year in the 12 months ending on the September 30

1immediately before the date by which the annual report is required to be delivered
2to the secretary of state department.
AB150, s. 4661 3Section 4661. 180.1622 (3) (a) of the statutes is amended to read:
AB150,1566,74 180.1622 (3) (a) A domestic corporation shall deliver its annual report to the
5secretary of state department in each year following the calendar year in which the
6domestic corporation was incorporated, during the calendar year quarter in which
7the anniversary date of the incorporation occurs.
AB150, s. 4662 8Section 4662. 180.1622 (3) (b) of the statutes is amended to read:
AB150,1566,129 180.1622 (3) (b) A foreign corporation authorized to transact business in this
10state shall deliver its annual report to the secretary of state department during the
11first calendar quarter of each year following the calendar year in which the foreign
12corporation becomes authorized to transact business in this state.
AB150, s. 4663 13Section 4663. 180.1622 (4) of the statutes is amended to read:
AB150,1566,2014 180.1622 (4) If an annual report does not contain the information required by
15this section, the secretary of state department shall promptly notify the reporting
16domestic corporation or foreign corporation in writing and return the report to it for
17correction. The notice shall comply with s. 180.0141. If the annual report is corrected
18to contain the information required by this section and delivered to the secretary of
19state
department within 30 days after the effective date of the notice under s.
20180.0141 (5), the annual report is timely filed.
AB150, s. 4664 21Section 4664. 180.1622 (5) of the statutes is amended to read:
AB150,1566,2322 180.1622 (5) An annual report is effective on the date that it is filed by the office
23of the secretary of state
department.
AB150, s. 4665 24Section 4665. 180.1708 (1) of the statutes is amended to read:
AB150,1567,3
1180.1708 (1) Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a
2document delivered to the office of the secretary of state department for filing on or
3after January 1, 1991.
AB150, s. 4666 4Section 4666. 180.1708 (8) (b) of the statutes is amended to read:
AB150,1567,85 180.1708 (8) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply
6to a judicial revocation under s. 946.87 of which the secretary of state department
7is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c)
8applies to a revocation based on grounds arising before, on or after January 1, 1991.
AB150, s. 4667 9Section 4667. 180.1909 of the statutes is amended to read:
AB150,1567,12 10180.1909 Filing articles of incorporation. Before commencing operations,
11a service corporation shall deliver its articles of incorporation to the office of the
12secretary of state
department for filing.
AB150, s. 4668 13Section 4668. 180.1921 (1) of the statutes is amended to read:
AB150,1567,1814 180.1921 (1) A service corporation shall deliver to the office of the secretary of
15state
department for filing a report in each year following the year in which the
16service corporation's articles of incorporation were filed by the secretary of state
17department, during the calendar year quarter in which the anniversary of the filing
18occurs.
AB150, s. 4669 19Section 4669. 180.1921 (2) of the statutes is amended to read:
AB150,1568,620 180.1921 (2) The report shall show the address of this service corporation's
21principal office and the name and post-office address of each shareholder, director
22and officer of the service corporation and shall certify that, with the exceptions
23permitted in s. 180.1913, each shareholder, director and officer is licensed, certified,
24registered or otherwise legally authorized to render the same professional or other
25personal service in this state or is a health care professional. The service corporation

1shall prepare the report on forms prescribed and furnished by the secretary of state
2department, and the report shall contain no fiscal or other information except that
3expressly called for by this section. The secretary of state department shall forward
4report blanks by 1st class mail to every service corporation in good standing, at least
560 days before the date on which the service corporation is required by this section
6to file an annual report.
AB150, s. 4670 7Section 4670. 180.1921 (4) of the statutes is amended to read:
AB150,1568,98 180.1921 (4) An annual report is effective on the date that it is filed by the office
9of the secretary of state
department.
AB150, s. 4671 10Section 4671. 181.02 (4m) of the statutes is created to read:
AB150,1568,1111 181.02 (4m) "Department" means the department of revenue.
AB150, s. 4672 12Section 4672. 181.06 (3) (intro.) of the statutes is amended to read:
AB150,1568,2013 181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name
14of any corporation, limited liability company or limited partnership existing under
15any law of this state, or any foreign corporation, foreign limited liability company or
16foreign limited partnership authorized to transact business or conduct affairs in this
17state, or a name the exclusive right to which is at the time reserved in the manner
18provided in this chapter or reserved or registered in the manner provided in ch. 180,
19except that this subsection shall not apply if the applicant files with the secretary of
20state
department either of the following:
AB150, s. 4673 21Section 4673. 181.07 (2) of the statutes is amended to read:
AB150,1569,522 181.07 (2) The reservation shall be made by filing with the secretary of state
23department an application to reserve a specified corporate name, executed by the
24applicant or making a telephone application to reserve a specified corporate name.
25If the secretary of state department finds that the name is available for corporate use,

1the secretary of state department shall reserve the same for the exclusive use of the
2applicant for a period of 60 days. The secretary of state department shall cancel the
3telephone application to reserve a specified corporate name if the secretary of state
4department does not receive the proper fee within 15 business days after the
5application.
AB150, s. 4674 6Section 4674. 181.07 (3) of the statutes is amended to read:
AB150,1569,147 181.07 (3) Any corporation, domestic or foreign entitled to the use of its
8corporate name under the laws of this state, may upon merger, consolidation, change
9of name or dissolution reserve the exclusive right to that corporate name for a period
10of not to exceed 10 years by filing with the secretary of state department an
11application to reserve the right to that name, executed by the corporation. This
12application shall be filed with the secretary of state department simultaneously with
13the filing of articles of merger, consolidation or dissolution or with the filing of
14articles of amendment or restated articles which change the corporate name.
AB150, s. 4675 15Section 4675. 181.07 (5) of the statutes is amended to read:
AB150,1569,2016 181.07 (5) The right to the exclusive use of a specified corporate name so
17reserved may be transferred to any other person or corporation by filing in the office
18of the secretary of state
with the department a notice of such transfer, executed by
19the applicant for whom the name was reserved, and specifying the name and address
20of the transferee.
AB150, s. 4676 21Section 4676. 181.08 of the statutes is amended to read:
AB150,1570,2 22181.08 Registered agent. Each corporation shall have and continuously
23maintain in this state a registered agent, which agent may be an individual resident
24in this state, a domestic corporation organized under this chapter or ch. 180, a
25domestic limited liability company or a foreign corporation or foreign limited liability

1company authorized to transact business in this state. The name and address of the
2registered agent shall be filed with the secretary of state department.
AB150, s. 4677 3Section 4677. 181.09 (1) (intro.) of the statutes is amended to read:
AB150,1570,64 181.09 (1) (intro.) A corporation may change its registered agent or the
5registered agent's address by executing and filing with the secretary of state
6department a statement setting forth:
AB150, s. 4678 7Section 4678. 181.095 (1) (intro.) of the statutes is amended to read:
AB150,1570,98 181.095 (1) (intro.) A registered agent may resign by executing and filing with
9the secretary of state department a statement in duplicate setting forth:
AB150, s. 4679 10Section 4679. 181.095 (3) of the statutes is amended to read:
AB150,1570,1311 181.095 (3) The secretary of state department shall note on one of the
12duplicates the date of filing and mail the same to the corporation at its principal office
13as shown by the statement filed.
AB150, s. 4680 14Section 4680. 181.10 (3) of the statutes is amended to read:
AB150,1570,1915 181.10 (3) If the address of the corporation's principal office cannot be
16determined from the records of the secretary of state held by the department, the
17corporation may be served by publishing a class 3 notice, under ch. 985, in the
18community where the corporation's principal office or registered office, as most
19recently designated in the records of the secretary of state department, is located.
AB150, s. 4681 20Section 4681. 181.265 of the statutes is amended to read:
AB150,1570,25 21181.265 Report of names and addresses of officers or directors.
22Whenever initial officers are selected, or changes are made in the principal officers
23or directors of a corporation, the corporation may file with the secretary of state
24department a report setting forth the names and addresses of all the principal
25officers or directors, or both if there have been changes in both.
AB150, s. 4682
1Section 4682. 181.32 (1) of the statutes is amended to read:
AB150,1571,82 181.32 (1) The articles of incorporation shall be filed and recorded as provided
3in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted
4to the secretary of state, who department. The department shall file one original in
5his or her office
and forward the other within 5 days to the register of deeds of the
6county in which the corporation's principal office is located for recording. On filing
7an original, the secretary of state department shall issue a certificate of
8incorporation.
AB150, s. 4683 9Section 4683. 181.32 (2) of the statutes is amended to read:
AB150,1571,1210 181.32 (2) Upon issuing a certificate of incorporation, the secretary of state
11department shall inform the corporation of the reporting requirements under s.
12440.42 for charitable organizations that solicit contributions.
AB150, s. 4684 13Section 4684. 181.38 of the statutes is amended to read:
AB150,1571,16 14181.38 Filing of articles of amendment. The articles of amendment shall
15be filed and recorded, and upon filing of the articles, the secretary of state
16department may issue a certificate of amendment.
AB150, s. 4685 17Section 4685. 181.39 (2) of the statutes is amended to read:
AB150,1571,2318 181.39 (2) Restated articles of incorporation shall be executed, filed and
19recorded in the manner prescribed in this chapter for articles of amendment and on
20filing shall supersede and take the place of the theretofore existing articles of
21incorporation and amendments thereto. The secretary of state department shall
22upon request certify a copy of the articles of incorporation, or the articles of
23incorporation as restated, or any amendments to either thereof.
AB150, s. 4686 24Section 4686. 181.40 of the statutes is amended to read:
AB150,1572,8
1181.40 Filing and recording court order under bankruptcy laws. The
2secretary of state department and the register of deeds shall upon delivery to them
3respectively file and record in the manner and places and upon payment of fees as
4provided in this chapter in respect to articles of amendment, duly certified copies of
5any order of a court of the United States in proceedings under the national
6bankruptcy laws, if such order effects an amendment to the articles of incorporation.
7It shall be the duty of the principal officers of such corporation to cause each such
8order to be so filed and recorded promptly after such order has become final.
AB150, s. 4687 9Section 4687. 181.45 (2) of the statutes is amended to read:
AB150,1572,1410 181.45 (2) Such articles of merger or consolidation shall be filed in the office
11of the secretary of state
with the department and shall be recorded in the offices of
12the registers of deeds of the counties of this state in which the respective corporations
13so consolidating or merging have their principal offices and in the county in which
14the surviving or new corporation is to have its principal office.
AB150, s. 4688 15Section 4688. 181.45 (3) of the statutes is amended to read:
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