AB150-engrossed,1631,149
181.68
(3) The
secretary of state
department shall not file any document
10relating to any corporation, domestic or foreign, organized under or subject to the
11provisions of this chapter, until all fees and charges provided to be paid in connection
12therewith shall have been paid to the
secretary of state department or while the
13corporation is in default in the payment of any fees, charges or penalties herein
14provided to be paid by or assessed against it.
AB150-engrossed,1631,23
16181.69 Penalties for false statements. Any officer or director or any other
17person who shall file or cause to be filed with the
secretary of state department on
18behalf of any corporation subject to this chapter any certificate, report, statement,
19application or any other document required or permitted to be so filed under this
20chapter, known to such director, officer or other person to be false or misleading in
21any material respect shall be imprisoned in the Wisconsin state prisons not more
22than 3 years or in the county jail not more than one year or fined not more than
23$1,000.
AB150-engrossed,1632,2
1181.73 (title)
Appeal from secretary of state department of financial
2institutions.
AB150-engrossed,1632,174
181.73
(1) If the
secretary of state
department finds that any document
5required by this chapter to be filed
in the secretary's office with the department does
6not conform to law, the
secretary department shall, within 10 days after receipt of
7the document, give written notice of the
secretary's decision to the person or
8corporation, domestic or foreign, delivering the document, specifying the reasons
9therefor. The decision shall be subject to such judicial proceedings as are provided
10by law, or such person or corporation, within 60 days after receipt of the notice of
11decision, may commence an action against the
secretary of state department in the
12circuit court of Dane county by filing a summons and a complaint to set aside such
13finding. The proceedings shall be had as in other actions and the person or
14corporation shall receive a new trial on all issues relating to the
secretary's 15department's decision. The trial shall be conducted by the court without a jury, and
16the court shall either sustain the action of the
secretary of state department or direct
17the
secretary department to take such action as the court deems proper.
AB150-engrossed,1632,22
19181.74 (title)
Forms to be furnished by
secretary of state department
20of financial institutions. (1) All reports required by this chapter to be filed
in the
21office of the secretary of state with the department shall be made on forms prescribed
22and furnished by the
secretary of state department.
AB150-engrossed,1633,2
23(2) The
secretary of state department may provide such forms for other
24documents to be filed
in the secretary of state's office with the department under this
25chapter
as in that the
secretary of state's judgment may be deemed department
1considers necessary for such purpose but the use thereof, unless otherwise
2specifically prescribed in this chapter, shall not be mandatory.
AB150-engrossed,1633,5
4182.01 Business formation records. (1)
Definition. In this section,
5"department" means the department of financial institutions.
AB150-engrossed,1633,7
6(2) Record keeping responsibility. The department shall receive and maintain
7business formation records.
AB150-engrossed,1634,2
8(4) Furnish certified copies; fees. The department shall make a copy of any
9resolution, deed, bond, record, document or paper deposited or kept by the
10department under this section, upon request, attach a certificate and collect 50 cents
11per page and $5 for a certificate; if a copy is not to be certified and if the reproduction
12is performed by the department, then collect a fee to cover the actual and necessary
13cost of reproduction and actual and necessary cost of transcription required to
14produce the copy or $2, whichever is greater; also to record any document authorized
15or required by law to be recorded in the department, and to charge a fee of $1 per
16page. The fee for certified copies of certificates of incorporations or amendments,
17licenses of foreign corporations, or similar certificates, and for certificates as to
18results of search of the records and files of the department, when a printed form is
19used, shall be $5, but when a specially prepared form is required the fee shall be $10.
20Telegraphic reports as to results of record searches shall be $5 plus the cost of the
21telegram. The department shall charge and collect for preparing any record or
22certificate under this subsection in an expeditious manner, an expedited service fee
23of $25 in addition to the fee otherwise required under this subsection, except that
24only one expedited service fee may be charged for multiple identical corporation or
1limited partnership certificates of status if the certificates of status are requested at
2the same time and issued at the same time.
AB150-engrossed,1634,10
3(5) Conditional acceptance of filing fees. Before actually filing any
4document by making an endorsement on that document, the department may accept
5and deposit the filing fee submitted with that document upon the condition that if
6subsequent examination of the document establishes that it does not meet the
7requirements for filing, the fee may be refunded and upon the condition that if a
8discrepancy in the amount of the fee is subsequently discovered the department may
9then demand further payment of a shortage or refund an overpayment subject to s.
1020.905 (3).
AB150-engrossed,1634,1812
182.031
(2) Powers; place of business. Every such corporation shall possess
13all the rights and powers conferred upon corporations by chs. 180 and 184. It may
14have its principal place of business without the state. If its principal place of business
15is outside the state, process in actions against it may be served as provided in s.
16180.1510 for service on a foreign stock corporation authorized to transact business
17in this state or upon the
secretary of state department of financial institutions as
18provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.
AB150-engrossed,1635,2220
182.34
(7) Tolls and license fees authorized under s. 182.33 (2) shall be so fixed
21and adjusted in respect of the aggregate of tolls of each turnpike project including
22any extension or section thereof in connection with which the bonds of any issue shall
23have been issued as to provide a fund sufficient with other revenue from such
24turnpike project or extensions or sections thereof, if any, to pay a) the cost of
25maintaining, repairing and operating such turnpike project or extension or section
1thereof, including the legal liabilities of the corporation, and b) the principal of and
2the interest on such bonds as the same shall become due and payable, and to create
3reserve for such purposes. Such tolls shall not be subject to supervision or regulation
4by any commission, board, bureau or agency of the state. The tolls and all other
5revenues derived from each turnpike project or extensions or sections in connection
6with which the bonds of any issue shall have been issued, except such part thereof
7as may be necessary to pay such costs of maintenance, repair and operation including
8the legal liabilities of the corporation, and to provide such reserves therefor as may
9be provided for in the resolution authorizing the issuance of such bonds or in the trust
10agreement securing the same, shall be set aside at such regular intervals as may be
11provided in such resolution or such trust agreement in a sinking fund which shall be
12pledged to and charged with, the payment of the principal of and the interest on such
13bonds as the same shall become due, and the redemption price and the purchase price
14of bonds retired by call or purchase as therein provided. Such pledge shall be valid
15and binding from the time when the pledge is made; the tolls or other revenues or
16other moneys so pledged and thereafter received by the corporation shall
17immediately be subject to the lien of such pledge without any physical delivery
18thereof, or further act, and the lien of any such pledge shall be valid and binding as
19against all parties having claims of any kind in tort, contract or otherwise against
20the corporation. All trust agreements and all resolutions relating thereto shall be
21filed
in the office of the secretary of state with the department of financial
22institutions and recorded in the records of the corporation.
AB150-engrossed,1636,5
24182.45 Reports. On or before the first day of February of each year, the
25corporation shall make an annual report of its activities for the preceding calendar
1year to the
secretary of state department of financial institutions. Each such report
2shall set forth a complete operating and financial statement covering its operations
3during the year. The corporation shall cause an audit of its books to be made at least
4once each year by certified public accountants and the cost thereof may be treated
5as a part of the cost of the construction or of operations of the project.
AB150-engrossed,1636,77
183.0102
(3m) "Department" means the department of financial institutions.
AB150-engrossed,1636,109
183.0102
(17) "Organizer" means the person who signs and delivers the articles
10of organization for filing to the
secretary of state
department.
AB150-engrossed,1636,1412
183.0103
(2) (intro.) Except as provided in sub. (4), the name of a domestic
13limited liability company shall be distinguishable upon the records of the
secretary
14of state department from all of the following names:
AB150-engrossed,1636,2016
183.0103
(4) (intro.) A limited liability company may apply to the
secretary of
17state department for authorization to use a name that is not distinguishable upon
18the records of the
secretary of state department from one or more of the names
19described in sub. (2) (a) to (c). The
secretary of state department shall authorize use
20of the name applied for if any of the following occurs:
AB150-engrossed,1637,222
183.0103
(4) (a) The other limited liability company, corporation, nonstock
23corporation, limited partnership or cooperative association consents to the use in
24writing and submits an undertaking in a form satisfactory to the
secretary of state
1department to change its name to a name that is distinguishable upon the records
2of the
secretary of state department from the name of the applicant.
AB150-engrossed,1637,64
183.0103
(4) (b) The applicant delivers to the
secretary of state department a
5certified copy of a final judgment of a court of competent jurisdiction establishing the
6applicant's right to use the name applied for in this state.
AB150-engrossed,1637,208
183.0104
(1) A person may reserve the exclusive use of a limited liability
9company name, including a fictitious name for a foreign limited liability company
10whose name is not available, by delivering an application to the
secretary of state 11department for filing or by making a telephone application. The application shall
12include the applicant's name and address and the name proposed to be reserved. If
13the
secretary of state department finds that the name applied for under this
14subsection is available, the
secretary of state department shall reserve the name for
15the applicant's exclusive use for a 120-day period, which may be renewed by the
16applicant or a transferee under sub. (2) from time to time. If an application to reserve
17a name or to renew a reserved name is made by telephone, the
secretary of state 18department shall cancel the reservation or renewal if the
secretary of state 19department does not receive the fee required under s. 183.0114 (1) (e) or (f) within
2010 business days after the day on which the application is made.
AB150-engrossed,1637,2522
183.0104
(2) A person who has the right to exclusive use of a reserved name
23under sub. (1) may transfer the reservation to another person by delivering to the
24secretary of state department a written and signed notice of the transfer that states
25the name and address of the transferee.
AB150-engrossed,1638,62
183.0104
(3) (a) A foreign limited liability company may register its name if the
3name is distinguishable upon the records of the
secretary of state department from
4the names described in s. 183.0103 (2) (a) to (c) and if the foreign limited liability
5company delivers to the
secretary of state department for filing an application
6complying with par. (b).
AB150-engrossed,1638,128
183.0104
(3) (c) The registration expires annually on December 31. A foreign
9limited liability company may renew its registration by delivering to the
secretary
10of state department for filing a renewal application, which complies with par. (b),
11between October 1 and December 31 of each year that the registration is in effect.
12The renewal application when filed renews the registration for the next year.
AB150-engrossed,1638,1514
183.0105
(2) (a) Delivering to the
secretary of state department for filing a
15statement of change.
AB150-engrossed,1638,2017
183.0105
(2) (c) In the case of a foreign limited liability company, including the
18name of its registered agent and the street address of its registered office, as changed,
19in its annual report under s. 183.0120. A change under this paragraph is effective
20on the date the annual report is filed by the office of the secretary of state.
AB150-engrossed, s. 4749b
21Section 4749b. 183.0105 (2) (c) of the statutes, as created by 1995 Wisconsin
22Act .... (this act), is amended to read:
AB150-engrossed,1639,223
183.0105
(2) (c) In the case of a foreign limited liability company, including the
24name of its registered agent and the street address of its registered office, as changed,
1in its annual report under s. 183.0120. A change under this paragraph is effective
2on the date the annual report is filed by the office of the
secretary of state department.
AB150-engrossed,1639,104
183.0105
(4) If a registered agent changes the street address of the registered
5agent's business office, the registered agent may change the street address of the
6registered office of any limited liability company for which that person is the
7registered agent by notifying the limited liability company in writing of the change
8and by signing, either manually or in facsimile, and delivering to the
secretary of
9state department for filing a statement that complies with sub. (3) and recites that
10the limited liability company has been notified of the change.
AB150-engrossed,1639,1412
183.0105
(5) (intro.) The registered agent of a limited liability company may
13resign as registered agent by delivering to the
secretary of state department for filing
14a written statement that includes all of the following information:
AB150-engrossed,1639,1816
183.0105
(6) After filing the statement required under sub. (5), the
secretary
17of state department shall mail a copy of the statement to the limited liability
18company at its principal office.
AB150-engrossed,1639,2420
183.0105
(8) (c) If the address of the limited liability company's principal office
21cannot be determined from the records of the
secretary of state department, the
22limited liability company may be served by publishing a class 3 notice, under ch. 985,
23in the community where the limited liability company's registered office, as most
24recently designated in the records of the
secretary of state department, is located.
AB150-engrossed,1640,3
1183.0107
(1) (intro.) Except as provided in this chapter, any document required
2or permitted by this chapter to be delivered for filing to the
secretary of state 3department shall be executed by any of the following:
AB150-engrossed,1640,75
183.0107
(3) The person executing the document may do so as an
6attorney-in-fact. Powers of attorney relating to the execution of the document do
7not need to be shown to or filed with the
secretary of state department.
AB150-engrossed,1640,119
183.0108
(1) (intro.) Except as provided in sub. (3), to be filed under s. 183.0110,
10a document required or permitted to be filed under this chapter
in the office of the
11secretary of state with the department shall satisfy all of the following requirements:
AB150-engrossed,1640,1413
183.0108
(1) (c) Contain the name of the drafter, if required by s.
14.38 (14) 14182.01 (3).
AB150-engrossed,1640,1716
183.0108
(1) (e) Be on the form prescribed by the
secretary of state department 17if the document is described in s. 183.0109 (1).
AB150-engrossed,1640,2119
183.0108
(1) (f) Be delivered to the office of the
secretary of state department 20for filing and be accompanied by one exact or conformed copy and the filing fee
21required by s. 183.0114.
AB150-engrossed,1640,2523
183.0108
(2) The
secretary of state
department shall file photocopies or other
24reproduced copies of typewritten or printed documents if the copies are manually
25signed and satisfy this section.
AB150-engrossed,1641,42
183.0108
(3) The
secretary of state
department may waive any of the
3requirements of subs. (1) and (2) and of s. 183.0107 if it appears from the face of the
4document that the document's failure to satisfy the requirement is immaterial.
AB150-engrossed,1641,76
183.0109
(1) (a) (intro.) The
secretary of state department shall prescribe, and
7furnish on request, forms for all of the following documents:
AB150-engrossed,1641,109
183.0109
(1) (a) 4. A foreign limited liability company's annual report under
10s. 183.0120.
AB150-engrossed,1641,1412
183.0109
(1) (b) The forms prescribed by the secretary of state under par. (a)
131. to
3. 4. shall require disclosure of only the information required under ss. 183.1004,
14183.1006
and, 183.1011
and 183.0120, respectively.
AB150-engrossed, s. 4768b
15Section 4768b. 183.0109 (1) (b) of the statutes, as affected by 1995 Wisconsin
16Act .... (this act), is amended to read:
AB150-engrossed,1641,1917
183.0109
(1) (b) The forms prescribed by the
secretary of state department 18under par. (a) 1. to 3. shall require disclosure of only the information required under
19ss. 183.1004, 183.1006, 183.1011 and 183.0120, respectively.
AB150-engrossed,1641,2321
183.0109
(2) The
secretary of state
department may prescribe, and furnish on
22request, forms for other documents required or permitted to be filed by this chapter,
23but use of these forms is not mandatory.
AB150-engrossed,1642,2
1183.0110 (title)
Filing duty of secretary of state department of financial
2institutions.
AB150-engrossed,1642,94
183.0110
(1) Upon receipt of a document by the
office of the secretary of state 5department for filing under this chapter, the
secretary of state department shall
6stamp or otherwise endorse the date and time of receipt on the original, the document
7copy and, upon request, any additional document copy received. The
secretary of
8state department shall return any additional document copy to the person delivering
9it, as confirmation of the date and time of receipt.
AB150-engrossed,1642,1711
183.0110
(2) (a) Except as provided in par. (b), if a document satisfies s.
12183.0108 and the terms of the document satisfy the applicable provisions of this
13chapter, the
secretary of state department shall file the document by stamping or
14otherwise endorsing "filed", together with the
secretary of state's department's name
15and official title, on both the original and the document copy. After filing a document,
16the
secretary of state department shall deliver the document copy to the domestic
17limited liability company or foreign limited liability company, or its representative.