AB150-engrossed,1587,2320
180.0120
(1) (intro.) Except as provided in sub. (4), a document required or
21permitted to be filed under this chapter
in the office of the secretary of state with the
22department must satisfy all of the following requirements to be filed under s.
23180.0125 (2) (a):
AB150-engrossed,1588,2
1180.0120
(1) (d) Contain the name of the drafter, if required by s.
14.38 (14) 2182.01 (3).
AB150-engrossed,1588,54
180.0120
(1) (f) Be on the form prescribed by the
secretary of state department 5if the document is described in s. 180.0121 (1).
AB150-engrossed,1588,97
180.0120
(1) (g) Be delivered to the
office of the secretary of state department 8for filing and be accompanied by one exact or conformed copy and the filing fee
9required by s. 180.0122.
AB150-engrossed,1588,1311
180.0120
(2) The
secretary of state
department shall file photocopies or other
12reproduced copies of typewritten or printed documents if the copies are manually
13signed and satisfy this section.
AB150-engrossed,1588,1715
180.0120
(4) The
secretary of state
department may waive any of the
16requirements of subs. (1) to (3) if it appears from the face of the document that the
17document's failure to satisfy the requirement is immaterial.
AB150-engrossed,1588,2019
180.0121
(1) (a) (intro.) The
secretary of state department shall prescribe and
20furnish on request forms for all of the following documents:
AB150-engrossed,1588,2422
180.0121
(1) (b) The forms prescribed by the
secretary of state department 23under par. (a) 1., 2. and 3. shall require disclosure of only the information required
24under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
AB150-engrossed,1589,3
1180.0121
(2) The
secretary of state department may prescribe and furnish on
2request forms for other documents required or permitted to be filed by this chapter,
3but use of these forms is not mandatory.
AB150-engrossed,1589,75
180.0122
(1) (intro.) The
secretary of state department shall collect the
6following fees when the documents described in this subsection are delivered
to him
7or her for filing or, under pars. (e) and (f), the telephone applications are made:
AB150-engrossed,1589,129
180.0122
(2) The
secretary of state
department shall collect a $10 fee each time
10process is served on
him or her the department under this chapter. The party to a
11civil, criminal, administrative or investigatory proceeding causing service of process
12may recover this fee as costs if the party prevails in the proceeding.
AB150-engrossed,1589,1514
180.0122
(3) (intro.) The
secretary of state department may not collect a fee for
15any of the following:
AB150-engrossed,1589,2117
180.0122
(4) In addition to the fees required under sub. (1), the
secretary of
18state department shall collect the expedited service fee under
s. 14.38 (9) s. 182.01
19(4) for processing in an expeditious manner a document required or permitted to be
20filed under this chapter or for preparing in an expeditious manner a certificate of
21status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
AB150-engrossed,1590,223
180.0123
(1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
24180.1622 (5) or 180.1921 (4), a document filed by the
secretary of state department
1under this chapter is effective on the date that it is received by the
office of the
2secretary of state department for filing and at any of the following times on that date:
AB150-engrossed,1590,64
180.0123
(1) (b) The date that a document is received by the
office of the
5secretary of state department is determined by the
secretary of state's department's 6endorsement on the original document under s. 180.0125 (1).
AB150-engrossed,1590,128
180.0124
(1) A domestic corporation or foreign corporation may correct a
9document that is filed by the
secretary of state
department before, on or after
10January 1, 1991, if the document contains a statement that was incorrect at the time
11of filing or was defectively executed, including defects in any attestation, seal,
12verification or acknowledgment.
AB150-engrossed,1590,1614
180.0124
(2) (intro.) To correct a document under sub. (1), a domestic
15corporation or foreign corporation shall prepare and deliver to the
secretary of state 16department for filing articles of correction that satisfy all of the following:
AB150-engrossed,1590,19
18180.0125 (title)
Filing duty of secretary of state department of financial
19institutions.
AB150-engrossed,1591,221
180.0125
(1) Upon receipt of a document by the
office of the secretary of state 22department for filing, the
secretary of state department shall stamp or otherwise
23endorse the date and time of receipt on the original, the document copy and, upon
24request, any additional document copy received. The
secretary of state department
1shall return any additional document copy to the person delivering it, as
2confirmation of the date and time of receipt.
AB150-engrossed,1591,104
180.0125
(2) (a) Except as provided in par. (b), if a document satisfies s.
5180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2)
6or 180.1506 (1) and (2), the
secretary of state department shall file the document by
7stamping or otherwise endorsing "Filed", together with
his or her the department 8name
and official title, on both the original and the document copy. After filing a
9document, the
secretary of state department shall deliver the document copy to the
10domestic corporation or foreign corporation, or its representative.
AB150-engrossed,1591,1612
180.0125
(2) (b) If a domestic corporation or foreign corporation is in default
13in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the
14secretary of state department shall refuse to file any document relating to the
15domestic corporation or foreign corporation until all delinquent fees are paid by the
16domestic corporation or foreign corporation.
AB150-engrossed,1591,2218
180.0125
(3) (a) If the
secretary of state department refuses to file a document,
19he or she the department shall return it to the domestic corporation or foreign
20corporation, or its representative, within 5 business days after the document was
21received by the
office of the secretary of state
department for filing, together with a
22brief, written explanation of the reason for
his or her the refusal.
AB150-engrossed,1592,3
1180.0125
(3) (b) The
secretary of state's department's failure to either file or
2return a document within 5 business days after it was received constitutes a refusal
3to file the document.
AB150-engrossed,1592,125
180.0125
(3) (c) Except as provided in s. 180.0124 (3), if a document that had
6been refused for filing by the
secretary of state
department is resubmitted and filed
7by the
secretary of state department, the effective date of the filed document under
8s. 180.0123 is the date that the resubmitted document is received by the
office of the
9secretary of state department for filing or a delayed effective date specified in the
10resubmitted document in accordance with s. 180.0123 (2). The effective time of the
11resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever
12is applicable.
AB150-engrossed,1592,1614
180.0125
(4) (intro.) Except as provided in s. 180.0203 (2), the
secretary of
15state's department's filing of a document or refusal to file a document does not do any
16of the following:
AB150-engrossed,1593,3
18180.0126 Appeal from secretary of state's department of financial
19institutions' refusal to file document. (1) If the
secretary of state department 20refuses to file a document received by his or her office for filing, the domestic
21corporation or foreign corporation may appeal the refusal by filing a petition in
22circuit court to compel the
secretary of state department to file the document. The
23domestic corporation or foreign corporation shall file the petition in the circuit court
24for the county where the domestic corporation's or foreign corporation's principal
25office or, if none in this state, its registered office is or will be located. The domestic
1corporation or foreign corporation shall attach to the petition the document and any
2explanation by the
secretary of state department of the reasons for
his or her the 3refusal to file.
AB150-engrossed,1593,9
4(2) The domestic corporation or foreign corporation shall file the petition under
5sub. (1) within 30 days after the
secretary of state
department returns the document
6under s. 180.0125 (3) (a). If the
secretary of state
department does not return the
7document within the period specified in s. 180.0125 (3) (b), the domestic corporation
8or foreign corporation shall file the petition within 30 days after the period specified
9in s. 180.0125 (3) (b) expires.
AB150-engrossed,1593,12
10(3) The court may summarily order the
secretary of state department to file the
11document or take other action that the court considers appropriate. The court's final
12decision may be appealed as in other civil proceedings.
AB150-engrossed,1593,18
14180.0127 Evidentiary effect of copy of filed document. A
certificate that
15contains the secretary of state's signature, produced manually or in facsimile, and
16this state's seal and that is attached to a certified copy of a document filed by the
17secretary of state department is conclusive evidence that the original document is on
18file with the
secretary of state department.
AB150-engrossed,1593,2120
180.0128
(1) Any person may obtain from the
secretary of state department,
21upon request, a certificate of status for a domestic corporation or foreign corporation.
AB150-engrossed,1593,2523
180.0128
(2) (b) 3. The domestic corporation or foreign corporation has, during
24its most recently completed report year, filed with the
secretary of state department 25an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
AB150-engrossed,1594,32
180.0128
(3) The certificate of status may include other facts of record in the
3office of the secretary of state department that are requested.
AB150-engrossed,1594,95
180.0128
(4) Upon request, the
secretary of state department shall issue, by
6telegraph, teletype, facsimile or other form of wire or wireless communication, a
7statement of status, which shall contain the information required in a certificate of
8status under sub. (2) and may contain any other information permitted under sub.
9(3).
AB150-engrossed,1594,1411
180.0128
(5) Subject to any qualification stated in a certificate or statement of
12status issued by the
secretary of state department, the certificate or statement is
13conclusive evidence that the domestic corporation or foreign corporation is in
14existence or is authorized to transact business in this state.
AB150-engrossed,1594,1916
180.0128
(6) Upon request by telephone or otherwise, the
office of the secretary
17of state department shall confirm, by telephone, any of the information required in
18a certificate of status under sub. (2) and may confirm any other information
19permitted under sub. (3).
AB150-engrossed,1594,2421
180.0129
(1) A person may not sign a document with intent that it be delivered
22to the
secretary of state department for filing or deliver, or cause to be delivered, a
23document to the
secretary of state department for filing, if the person knows that the
24document is false in any material respect at the time of its delivery.
AB150-engrossed,1595,4
1180.0203
(2) The
secretary of state's department's filing of the articles of
2incorporation is conclusive proof that the corporation is incorporated under this
3chapter, except in a proceeding by the state to cancel or revoke the incorporation or
4involuntarily dissolve the corporation.
AB150-engrossed,1595,86
180.0401
(2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate
7name of a domestic corporation must be distinguishable upon the records of the
8secretary of state department from all of the following names:
AB150-engrossed,1595,1410
180.0401
(3) (intro.) A corporation may apply to the
secretary of state 11department for authorization to use a name that is not distinguishable upon the
12records of the
secretary of state department from one or more of the names described
13in sub. (2). The
secretary of state department shall authorize use of the name applied
14for if any of the following occurs:
AB150-engrossed,1595,2116
180.0401
(3) (a) The other corporation or the foreign corporation, limited
17liability company, nonstock corporation, limited partnership or cooperative
18association consents to the use in writing and submits an undertaking in a form
19satisfactory to the
secretary of state department to change its name to a name that
20is distinguishable upon the records of the
secretary of state department from the
21name of the applicant.
AB150-engrossed,1595,2523
180.0401
(3) (b) The applicant delivers to the
secretary of state department a
24certified copy of a final judgment of a court of competent jurisdiction establishing the
25applicant's right to use the name applied for in this state.
AB150-engrossed,1596,142
180.0402
(1) A person may reserve the exclusive use of a corporate name,
3including a fictitious name for a foreign corporation whose corporate name is not
4available, by delivering an application to the
secretary of state department for filing
5or by making a telephone application. The application shall include the name and
6address of the applicant and the name proposed to be reserved. If the
secretary of
7state department finds that the corporate name applied for under this subsection is
8available, the
secretary of state department shall reserve the name for the
9applicant's exclusive use for a 120-day period, which may be renewed by the
10applicant or a transferee under sub. (2) from time to time. If an application to reserve
11a name or to renew a reserved name is made by telephone, the
secretary of state 12department shall cancel the reservation or renewal if the
secretary of state 13department does not receive the fee required under s. 180.0122 (1) (e) or (f) within
1415 business days after the application is made.
AB150-engrossed,1596,1916
180.0402
(2) A person who has the right to exclusive use of a reserved corporate
17name under sub. (1) may transfer the reservation to another person by delivering to
18the
secretary of state department a written and signed notice of the transfer that
19states the name and address of the transferee.
AB150-engrossed,1596,2521
180.0403
(1) (a) A foreign corporation may register its corporate name if the
22name is distinguishable upon the records of the
secretary of state department from
23the names described in s. 180.1506 (2) (a) 1
. to 7
. and if the foreign corporation
24delivers to the
secretary of state department for filing an application complying with
25par. (b).
AB150-engrossed,1597,62
180.0403
(1) (c) The registration expires December 31. The foreign corporation
3may renew its registration by delivering to the
secretary of state department for
4filing a renewal application, which complies with par. (b), between October 1 and
5December 31 of each year that the registration is in effect. The renewal application
6when filed renews the registration for the next year.