AB150: Bill Text

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:

AB150,1583,3 182.031 (2) Powers; place of business. Every such corporation shall possess all the rights and powers conferred upon corporations by chs. 180 and 184. It may have its principal place of business without the state. If its principal place of business is outside the state, process in actions against it may be served as provided in s. 180.1510 for service on a foreign stock corporation authorized to transact business in this state or upon the secretary of state department of revenue as provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.

AB150, s. 4735 Section 4735. 182.34 (7) of the statutes is amended to read:

AB150,1584,7 182.34 (7) Tolls and license fees authorized under s. 182.33 (2) shall be so fixed and adjusted in respect of the aggregate of tolls of each turnpike project including any extension or section thereof in connection with which the bonds of any issue shall have been issued as to provide a fund sufficient with other revenue from such turnpike project or extensions or sections thereof, if any, to pay a) the cost of maintaining, repairing and operating such turnpike project or extension or section thereof, including the legal liabilities of the corporation, and b) the principal of and the interest on such bonds as the same shall become due and payable, and to create reserve for such purposes. Such tolls shall not be subject to supervision or regulation by any commission, board, bureau or agency of the state. The tolls and all other revenues derived from each turnpike project or extensions or sections in connection with which the bonds of any issue shall have been issued, except such part thereof as may be necessary to pay such costs of maintenance, repair and operation including the legal liabilities of the corporation, and to provide such reserves therefor as may be provided for in the resolution authorizing the issuance of such bonds or in the trust agreement securing the same, shall be set aside at such regular intervals as may be provided in such resolution or such trust agreement in a sinking fund which shall be pledged to and charged with, the payment of the principal of and the interest on such bonds as the same shall become due, and the redemption price and the purchase price of bonds retired by call or purchase as therein provided. Such pledge shall be valid and binding from the time when the pledge is made; the tolls or other revenues or other moneys so pledged and thereafter received by the corporation shall immediately be subject to the lien of such pledge without any physical delivery thereof, or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the corporation. All trust agreements and all resolutions relating thereto shall be filed in the office of the secretary of state with the department of revenue and recorded in the records of the corporation.

AB150, s. 4736 Section 4736. 182.45 of the statutes is amended to read:

AB150,1584,15 182.45 Reports. On or before the first day of February of each year, the corporation shall make an annual report of its activities for the preceding calendar year to the secretary of state department of revenue. Each such report shall set forth a complete operating and financial statement covering its operations during the year. The corporation shall cause an audit of its books to be made at least once each year by certified public accountants and the cost thereof may be treated as a part of the cost of the construction or of operations of the project.

AB150, s. 4737 Section 4737. 183.0102 (3m) of the statutes is created to read:

AB150,1584,17 183.0102 (3m) "Department" means the department of revenue.

AB150, s. 4738 Section 4738. 183.0102 (17) of the statutes is amended to read:

AB150,1584,20 183.0102 (17) "Organizer" means the person who signs and delivers the articles of organization for filing to the secretary of state department.

AB150, s. 4739 Section 4739. 183.0103 (2) (intro.) of the statutes is amended to read:

AB150,1584,24 183.0103 (2) (intro.) Except as provided in sub. (4), the name of a domestic limited liability company shall be distinguishable upon the records of the secretary of state department from all of the following names:

AB150, s. 4740 Section 4740. 183.0103 (4) (intro.) of the statutes is amended to read:

AB150,1585,5 183.0103 (4) (intro.) A limited liability company may apply to the secretary of state department for authorization to use 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) (a) to (c). The secretary of state department shall authorize use of the name applied for if any of the following occurs:

AB150, s. 4741 Section 4741. 183.0103 (4) (a) of the statutes is amended to read:

AB150,1585,11 183.0103 (4) (a) The other limited liability company, corporation, 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. 4742 Section 4742. 183.0103 (4) (b) of the statutes is amended to read:

AB150,1585,15 183.0103 (4) (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. 4743 Section 4743. 183.0104 (1) of the statutes is amended to read:

AB150,1586,4 183.0104 (1) A person may reserve the exclusive use of a limited liability company name, including a fictitious name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state department for filing or by making a telephone application. The application shall include the applicant's name and address and the name proposed to be reserved. If the secretary of state department finds that the name applied for under this subsection is available, the secretary of state department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. If an application to reserve a name or to renew a reserved name is made by telephone, the secretary of state department shall cancel the reservation or renewal if the secretary of state department does not receive the fee required under s. 183.0114 (1) (e) or (f) within 10 business days after the day on which the application is made.

AB150, s. 4744 Section 4744. 183.0104 (2) of the statutes is amended to read:

AB150,1586,9 183.0104 (2) A person who has the right to exclusive use of a reserved name under sub. (1) may transfer the reservation to another person by delivering to the secretary of state department a written and signed notice of the transfer that states the name and address of the transferee.

AB150, s. 4745 Section 4745. 183.0104 (3) (a) of the statutes is amended to read:

AB150,1586,15 183.0104 (3) (a) A foreign limited liability company may register its name if the name is distinguishable upon the records of the secretary of state department from the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability company delivers to the secretary of state department for filing an application complying with par. (b).

AB150, s. 4746 Section 4746. 183.0104 (3) (c) of the statutes is amended to read:

AB150,1586,21 183.0104 (3) (c) The registration expires annually on December 31. A foreign limited liability company may renew its registration by delivering to the secretary of state department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.

AB150, s. 4747 Section 4747. 183.0105 (2) (a) of the statutes is amended to read:

AB150,1586,24 183.0105 (2) (a) Delivering to the secretary of state department for filing a statement of change.

AB150, s. 4748 Section 4748. 183.0105 (2) (c) of the statutes is created to read:

AB150,1587,4 183.0105 (2) (c) Including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. A change under this paragraph is effective on the date the annual report is filed by the office of the secretary of state.

AB150, s. 4749 Section 4749. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

AB150,1587,10 183.0105 (2) (c) Including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 183.0120. A change under this paragraph is effective on the date the annual report is filed by the office of the secretary of state department.

AB150, s. 4750 Section 4750. 183.0105 (4) of the statutes is amended to read:

AB150,1587,18 183.0105 (4) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any limited liability company for which that person is the registered agent by notifying the limited liability company 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 that complies with sub. (3) and recites that the limited liability company has been notified of the change.

AB150, s. 4751 Section 4751. 183.0105 (5) (intro.) of the statutes is amended to read:

AB150,1587,22 183.0105 (5) (intro.) The registered agent of a limited liability company may resign as registered agent by delivering to the secretary of state department for filing a written statement that includes all of the following information:

AB150, s. 4752 Section 4752. 183.0105 (6) of the statutes is amended to read:

AB150,1588,3 183.0105 (6) After filing the statement required under sub. (5), the secretary of state department shall mail a copy of the statement to the limited liability company at its principal office.

AB150, s. 4753 Section 4753. 183.0105 (8) (c) of the statutes is renumbered 183.0105 (8) (c) 1. and amended to read:

AB150,1588,11 183.0105 (8) (c) 1. If Except as provided in subd. 2., if the address of the limited liability company's principal office cannot be determined from the records of the secretary of state, the limited liability company may be served by publishing a class 3 notice, under ch. 985, in the community where the limited liability company's registered office, as most recently designated in the records of the secretary of state, is located.

AB150, s. 4754 Section 4754. 183.0105 (8) (c) 1. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is amended to read: