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.
AB150-engrossed,1597,158
180.0403
(2) A domestic corporation or a foreign corporation authorized to
9transact business in this state may, upon merger, change of name or dissolution,
10register its corporate name for no more than 10 years by delivering to the
secretary
11of state department for filing an application, executed by the domestic corporation
12or foreign corporation, simultaneously with the delivery for filing of the articles of
13merger or dissolution, the articles of amendment or restated articles that change the
14corporate name or an application for an amended certificate of authority that
15changes the corporate name.
AB150-engrossed,1597,2017
180.0403
(3m) A person who has the right to exclusive use of a registered name
18under sub. (1) or (2) may transfer the registration to another person by delivering to
19the
secretary of state department a written and signed notice of the transfer that
20states the name and address of the transferee.
AB150-engrossed,1597,2322
180.0502
(1) (a) Delivering to the
secretary of state department for filing a
23statement of change.
AB150-engrossed,1598,4
1180.0502
(1) (c) If a domestic corporation, including the name of its registered
2agent and the street address of its registered office, as changed, in its annual report
3under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date
4the annual report is filed by the
office of the secretary of state department.
AB150-engrossed,1598,116
180.0502
(3) If a registered agent changes the street address of his or her
7business office, he or she may change the street address of the registered office of any
8corporation for which he or she is the registered agent by notifying the corporation
9in writing of the change and by signing, either manually or in facsimile, and
10delivering to the
secretary of state department for filing a statement that complies
11with sub. (2) and recites that the corporation has been notified of the change.
AB150-engrossed,1598,1513
180.0503
(1) (intro.) The registered agent of a corporation may resign by
14signing and delivering to the
secretary of state
department for filing a statement of
15resignation that includes all of the following information:
AB150-engrossed,1598,1817
180.0503
(2) After filing the statement, the
secretary of state department shall
18mail a copy to the corporation at its principal office.
AB150-engrossed,1598,2120
180.0503
(3) (a) Sixty days after the
secretary of state department receives the
21statement of resignation for filing.".
AB150-engrossed, s. 4583
22Section
4583. 180.0504 (3) of the statutes is renumbered 180.0504 (3) (a) and
23amended to read:
AB150-engrossed,1599,324
180.0504
(3) (a)
If Except as provided in par. (b), if the address of the
25corporation's principal office cannot be determined from the records of the secretary
1of state, the corporation may be served by publishing a class 3 notice, under ch. 985,
2in the community where the corporation's principal office or registered office, as most
3recently designated in the records of the secretary of state, is located.
AB150-engrossed, s. 4584b
4Section 4584b. 180.0504 (3) (a) of the statutes, as affected by 1995 Wisconsin
5Act .... (this act), is amended to read:
AB150-engrossed,1599,116
180.0504
(3) (a) Except as provided in par. (b), if the address of the corporation's
7principal office cannot be determined from the records
of the secretary of state held
8by the department, the corporation may be served by publishing a class 3 notice,
9under ch. 985, in the community where the corporation's principal office or registered
10office, as most recently designated in the records of the
secretary of state department,
11is located.
AB150-engrossed,1599,1713
180.0504
(3) (b) If a process, notice or demand is served by the secretary of state
14on a corporation under s. 180.1421 and the address of the corporation's principal
15office cannot be determined from the records of the secretary of state, the corporation
16may be served by publishing a class 2 notice, under ch. 985, in the official state
17newspaper.
AB150-engrossed, s. 4586b
18Section 4586b. 180.0504 (3) (b) of the statutes, as created by 1995 Wisconsin
19Act .... (this act), is amended to read:
AB150-engrossed,1599,2420
180.0504
(3) (b) If a process, notice or demand is served by the
secretary of state 21department on a corporation under s. 180.1421 and the address of the corporation's
22principal office cannot be determined from the records of the
secretary of state 23department, the corporation may be served by publishing a class 2 notice, under ch.
24985, in the official state newspaper.
AB150-engrossed,1600,4
1180.0602
(2) (intro.) Before issuing any shares of a class or series under sub.
2(1), the corporation shall deliver to the
secretary of state department for filing
3articles of amendment, which are effective without shareholder action, that include
4all of the following information: