AB150-engrossed,1601,21
19180.1006 Articles of amendment. (intro.) A corporation amending its
20articles of incorporation shall deliver to the
secretary of state department for filing
21articles of amendment that include all of the following information:
AB150-engrossed,1602,223
180.1007
(4) (intro.) A corporation restating its articles of incorporation shall
24deliver to the
secretary of state department for filing articles of restatement that
1include the name of the corporation and the text of the restated articles of
2incorporation together with a certificate including the following information:
AB150-engrossed,1602,64
180.1008
(2) (intro.) The persons designated by the court shall deliver to the
5secretary of state department for filing articles of amendment that include all of the
6following information:
AB150-engrossed,1602,118
180.1104
(4) The parent may not deliver articles of merger to the
secretary of
9state department for filing until at least 30 days after the date on which it mailed a
10copy of the plan of merger to each shareholder of the subsidiary who did not waive
11the mailing requirement.
AB150-engrossed,1602,1713
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
14or share exchange is approved by the shareholders, or adopted by the board of
15directors if shareholder approval is not required, the surviving or acquiring
16corporation shall deliver to the
secretary of state
department for filing articles of
17merger or share exchange setting forth all of the following:
AB150-engrossed,1602,2419
180.1107
(3) (a) When a merger or share exchange under this section takes
20effect, the
secretary of state department is the agent of the surviving foreign
21corporation of a merger or the acquiring foreign corporation in a share exchange, for
22service of process in a proceeding to enforce any obligation or the rights of dissenting
23shareholders of each domestic corporation that is party to the merger or share
24exchange.
AB150-engrossed,1603,3
1180.1401
(2) (intro.) At any time after dissolution is authorized under sub. (1),
2the corporation may dissolve by delivering to the
secretary of state department for
3filing articles of dissolution that include all of the following:
AB150-engrossed,1603,75
180.1403
(1) (intro.) At any time after dissolution is authorized under s.
6180.1402, the corporation may dissolve by delivering to the
secretary of state 7department for filing articles of dissolution that include all of the following:
AB150-engrossed,1603,129
180.1404
(3) (intro.) After the revocation of dissolution is authorized, the
10corporation may revoke the dissolution by delivering to the
secretary of state 11department for filing articles of revocation of dissolution, together with a copy of its
12articles of dissolution, that include all of the following:
AB150-engrossed,1603,16
14180.1420 Grounds for administrative dissolution. (intro.) The
secretary
15of state department may bring a proceeding under s. 180.1421 to administratively
16dissolve a corporation if any of the following occurs:
AB150-engrossed,1603,1918
180.1420
(1) The corporation does not pay, within one year after they are due,
19any fees or penalties due the
secretary of state
department under this chapter.
AB150-engrossed,1603,2221
180.1420
(2) The corporation does not have on file its annual report with the
22secretary of state department within one year after it is due.
AB150-engrossed,1604,3
1180.1420
(4) The corporation does not notify the
secretary of state department 2within one year that its registered agent or registered office has been changed, that
3its registered agent has resigned or that its registered office has been discontinued.
AB150-engrossed,1604,85
180.1421
(1) If the
secretary of state
department determines that one or more
6grounds exist under s. 180.1420 for dissolving a corporation, the
secretary of state 7department shall serve the corporation under s. 180.0504 with written notice of
his
8or her the determination.
AB150-engrossed,1604,1310
180.1421
(2) (a) Within 60 days after service of the notice is perfected under
11s. 180.0504, the corporation shall correct each ground for dissolution or demonstrate
12to the reasonable satisfaction of the
secretary of state department that each ground
13determined by the
secretary of state department does not exist.
AB150-engrossed,1604,1915
180.1421
(2) (b) If the corporation fails to satisfy par. (a), the
secretary of state 16department shall administratively dissolve the corporation by
signing issuing a
17certificate of dissolution that recites each ground for dissolution and its effective
18date. The
secretary of state department shall file the original of the certificate and
19serve a copy on the corporation under s. 180.0504.
AB150-engrossed,1604,2421
180.1422
(1) (intro.) A corporation that is administratively dissolved may
22apply to the
secretary of state department for reinstatement within 2 years after the
23later of January 1, 1991, or the effective date of dissolution. The application shall
24include all of the following:
AB150-engrossed,1605,3
1180.1422
(2) (a) (intro.) The
secretary of state department shall cancel the
2certificate of dissolution and prepare a certificate of reinstatement that complies
3with par. (b) if the
secretary of state department determines all of the following:
AB150-engrossed,1605,65
180.1422
(2) (a) 2. That all fees and penalties owed by the corporation to the
6secretary of state department have been paid.
AB150-engrossed,1605,118
180.1422
(2) (b) The certificate of reinstatement shall state the
secretary of
9state's department's determination under par. (a) and the effective date of
10reinstatement. The
secretary of state department shall file the original of the
11certificate and return a copy to the corporation or its representative.
AB150-engrossed,1605,1613
180.1423
(1) If the
secretary of state
department denies a corporation's
14application for reinstatement under s. 180.1422, the
secretary of state department 15shall serve the corporation under s. 180.0504 with a written notice that explains each
16reason for denial.
AB150-engrossed,1605,2418
180.1423
(2) The corporation may appeal the denial of reinstatement to the
19circuit court for the county where the corporation's principal office or, if none in this
20state, its registered office is located, within 30 days after service of the notice of denial
21is perfected. The corporation shall appeal by petitioning the court to set aside the
22dissolution and attaching to the petition copies of the
secretary of state's 23department's certificate of dissolution, the corporation's application for
24reinstatement and the
secretary of state's department's notice of denial.
AB150-engrossed,1606,3
1180.1423
(3) The court may order the
secretary of state department to reinstate
2the dissolved corporation or may take other action that the court considers
3appropriate.
AB150-engrossed,1606,95
180.1433
(1) If after a hearing the court determines that one or more grounds
6for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving
7the corporation and specifying the effective date of the dissolution. The clerk of the
8court shall deliver a certified copy of the decree to the
secretary of state department 9for filing.
AB150-engrossed,1606,1211
180.1501
(1) A foreign corporation may not transact business in this state until
12it obtains a certificate of authority from the
secretary of state department.
AB150-engrossed,1606,1814
180.1502
(5) (b) The foreign corporation shall pay the amount owed under par.
15(a) to the
secretary of state department, and the
secretary of state department may
16not issue a certificate of authority to the foreign corporation until the amount owed
17is paid. The attorney general may enforce a foreign corporation's obligation to pay
18to the
secretary of state department any amount owed under this subsection.
AB150-engrossed,1606,2320
180.1503
(1) (intro.) A foreign corporation may apply for a certificate of
21authority to transact business in this state by delivering an application to the
22secretary of state department for filing. The application shall set forth all of the
23following:
AB150-engrossed,1607,16
1180.1503
(1) (j) The proportion of its capital which is represented in this state
2by its property to be located or to be acquired in this state and by its business to be
3transacted in this state. The proportion of capital employed in this state shall be
4computed by taking the estimate of the gross business of the foreign corporation to
5be transacted in this state in the following year and adding the same to the value of
6its property to be located or to be acquired in the state. The sum so obtained shall
7be the numerator of a fraction of which the denominator shall consist of the estimate
8of its total gross business for said year added to the value of its entire property. The
9fraction so obtained shall represent the proportion of the capital within the state.
10For the purposes of this section, the estimate of the business to be transacted and the
11property to be located or to be acquired in the state shall cover the period when it is
12estimated the foreign corporation will commence business in this state to and
13including December 31 of that year. The
secretary of state department may demand,
14as a condition precedent to issuing a certificate of authority, such further information
15and statements as
he or she may deem the department considers proper in order to
16determine the accuracy of the application submitted under this section.
AB150-engrossed,1607,2018
180.1504
(1) (intro.) A foreign corporation authorized to transact business in
19this state shall obtain an amended certificate of authority from the
secretary of state 20department if it changes any of the following:
AB150-engrossed,1608,222
180.1506
(1) If the corporate name of a foreign corporation is not available
23under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority
24to transact business in this state, may use a fictitious name to transact business in
25this state if it delivers to the
secretary of state
department for filing a copy of the
1resolution of its board of directors, certified by any of its officers, adopting the
2fictitious name.
AB150-engrossed,1608,64
180.1506
(2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate
5name, including a fictitious name, of a foreign corporation must be distinguishable
6upon the records of the
secretary of state department from all of the following names:
AB150-engrossed,1608,128
180.1506
(3) (intro.) A foreign corporation may apply to the
secretary of state 9department for authorization to use in this state a name that is not distinguishable
10upon the records of the
secretary of state department from one or more of the names
11described in sub. (2). The
secretary of state department shall authorize use of the
12name applied for if any of the following occurs:
AB150-engrossed,1608,1914
180.1506
(3) (a) The other foreign corporation or the domestic corporation,
15limited liability company, nonstock corporation, limited partnership or cooperative
16association consents to the use in writing and submits an undertaking in a form
17satisfactory to the
secretary of state department to change its name to a name that
18is distinguishable upon the records of the
secretary of state department from the
19name of the applicant.
AB150-engrossed,1608,2321
180.1506
(3) (b) The applicant delivers to the
secretary of state department a
22certified copy of a final judgment of a court of competent jurisdiction establishing the
23applicant's right to use the name applied for in this state.
AB150-engrossed,1609,4
1180.1508
(1) (intro.) A foreign corporation authorized to transact business in
2this state may change its registered office or registered agent, or both, by delivering
3to the
secretary of state department for filing a statement of change that, except as
4provided in sub. (2), includes all of the following:
AB150-engrossed,1609,126
180.1508
(2) 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
8foreign corporation for which he or she is the registered agent by notifying the foreign
9corporation in writing of the change and by signing, either manually or in facsimile,
10and delivering to the
secretary of state department for filing a statement of change
11that complies with sub. (1) and recites that the foreign corporation has been notified
12of the change.
AB150-engrossed,1609,1614
180.1509
(1) (intro.) The registered agent of a foreign corporation may resign
15by signing and delivering to the
secretary of state
department for filing a statement
16of resignation that includes all of the following information:
AB150-engrossed,1609,1918
180.1509
(2) After filing the statement, the
secretary of state department shall
19mail a copy to the foreign corporation at its principal office.
AB150-engrossed,1609,2221
180.1509
(3) (a) Sixty days after the
secretary of state department receives the
22statement of resignation for filing.
AB150-engrossed,1610,324
180.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
25(2) or (3), the foreign corporation may be served by registered or certified mail, return
1receipt requested, addressed to the foreign corporation at its principal office as
2shown on the records of the
secretary of state department, except as provided in par.
3(b). Service is perfected under this paragraph at the earliest of the following:
AB150-engrossed, s. 4634
4Section
4634. 180.1510 (4) (b) of the statutes is renumbered 180.1510 (4) (b)
51. and amended to read:
AB150-engrossed,1610,116
180.1510
(4) (b) 1.
If Except as provided in subd. 2., if the address of the foreign
7corporation's principal office cannot be determined from the records of the secretary
8of state, the foreign corporation may be served by publishing a class 3 notice, under
9ch. 985, in the community where the foreign corporation's principal office or
10registered office, as most recently designated in the records of the secretary of state,
11is located.
AB150-engrossed, s. 4635b
12Section 4635b. 180.1510 (4) (b) 1. of the statutes, as affected by 1995
13Wisconsin Act .... (this act), is amended to read:
AB150-engrossed,1610,1914
180.1510
(4) (b) 1. Except as provided in subd. 2., if the address of the foreign
15corporation's principal office cannot be determined from the records of the
secretary
16of state department, the foreign corporation may be served by publishing a class 3
17notice, under ch. 985, in the community where the foreign corporation's principal
18office or registered office, as most recently designated in the records of the
secretary
19of state department, is located.
AB150-engrossed,1610,2521
180.1510
(4) (b) 2. If a process, notice or demand is served by the secretary of
22state on a foreign corporation under s. 180.1531 and the address of the foreign
23corporation's principal office cannot be determined from the records of the secretary
24of state, the foreign corporation may be served by publishing a class 2 notice, under
25ch. 985, in the official state newspaper.
AB150-engrossed, s. 4637b
1Section 4637b. 180.1510 (4) (b) 2. of the statutes, as created by 1995 Wisconsin
2Act .... (this act), is amended to read:
AB150-engrossed,1611,73
180.1510
(4) (b) 2. If a process, notice or demand is served by the
secretary of
4state department on a foreign corporation under s. 180.1531 and the address of the
5foreign corporation's principal office cannot be determined from the records of the
6secretary of state department, the foreign corporation may be served by publishing
7a class 2 notice, under ch. 985, in the official state newspaper.
