SB586: Bill Text

SB586,5,20 (b) The certificate of reinstatement shall state the secretary of state's determination under par. (a) and the effective date of reinstatement. The secretary of state shall file the original of the certificate and return mail a copy to the corporation or its representative.

SB586, s. 8 Section 8. 180.1422 (2) (a) (intro.) and 2. and (b) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), are repealed and recreated to read:

SB586,6,5 180.1422 (2) (a) (intro.) The department shall cancel the certificate of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

SB586,6,7 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.

SB586,6,10 (b) The certificate of reinstatement shall state the department's determination under par. (a) and the effective date of reinstatement. The department shall file the certificate and mail a copy to the corporation or its representative.

Note: This Section and the previous Section require the secretary of state to issue a certificate of reinstatement rather than merely to prepare it. They also provide that the corporation must have paid only the fees and penalties required by ch. 180 to the secretary of state. This change is constituent with s. 180.0125 (2) (b), which prohibits the secretary of state from filing documents relating to corporations until fees required under ch. 180 are paid. The substitution of "mail" for "return" is made because no certificate is sent to the secretary of state for him or her to "return". The certificate of reinstatement is prepared by the secretary of state, not the applicant. The Sections also reflect the transfer of certain functions from the secretary of state to the department of financial institutions, effective July 1, 1996.

SB586, s. 9 Section 9. 180.1503 (2) of the statutes is amended to read:

SB586,6,17 180.1503 (2) The foreign corporation shall deliver with the completed application a certificate of status, or similar document, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery and shall include the date of incorporation of the foreign corporation.

Note: Under s. 180.1503, a foreign certificate of authority application and certificate of status from a state or country where the foreign corporation is incorporated must be filed with an application for a certificate of authority to transact business in Wisconsin. This Section requires the certificate of status to contain the date of incorporation of the foreign corporation.

SB586, s. 10 Section 10. 181.39 (1m) of the statutes is created to read:

SB586,7,4 181.39 (1m) If restated articles of incorporation amend the articles of incorporation, the corporation shall include a certificate setting forth all of the following:

SB586,7,5 (a) A statement that the restated articles amend the articles of incorporation.

SB586,7,6 (b) The information required by s. 181.37 (1) to (6).

Note: A corporation may adopt restated articles of incorporation consisting of its articles of incorporation as amended to date. Under s. 181.37, a corporation may amend its articles of incorporation and the articles of amendment must contain the information required by s. 181.37 (1) to (6). This Section provides that the information filed with restated articles of incorporation is the same as that for amended articles of incorporation.

SB586, s. 11 Section 11. 181.67 (1) (a) of the statutes is amended to read:

SB586,7,11 181.67 (1) (a) Separate originals of the document for the secretary of state and for the register of deeds of each county in which the document is required to be recorded. The document shall contain the name of the drafter if required by s. 14.38 (14).

SB586, s. 12 Section 12. 181.67 (1) (a) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB586,7,16 181.67 (1) (a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded. The document shall contain the name of the drafter if required by s. 14.38 (14).

Note: Under s. 14.38 (14), certain documents filed with the secretary of state under chs. 179 to 181, 183, 185 and 187 must contain the name of the drafter of the document. This Section and the previous Section add a reference to that requirement to s. 181.67 (1) which relates to filing documents of nonstock corporations with the secretary of state. These Sections also reflect the transfer of certain functions from the secretary of state to the department of financial institutions, effective July 1, 1996.

SB586, s. 13 Section 13. 183.0104 (1) of the statutes is amended to read:

SB586,8,10 183.0104 (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 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 finds that the name applied for under this subsection is available, the secretary of state 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 shall cancel the reservation or renewal if the secretary of state does not receive the fee required under s. 183.0114 (1) (e) or (f) within 10 15 business days after the day on which the application is made.

SB586, s. 14 Section 14. 183.0104 (1) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB586,8,24 183.0104 (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 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 department finds that the name applied for under this subsection is available, the 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 department shall cancel the reservation or renewal if the department does not receive the fee required under s. 183.0114 (1) (e) or (f) within 15 business days after the day on which the application is made.

Note: This Section and the previous Section change from 10 business days to 15 business days the time period within which the secretary of state must receive the fees required for reservation of the name of a limited liability company or renewal of a reserved name. This change is consistent with the time period allowed for fee payments under other chapters administered by the secretary of state.

SB586, s. 15 Section 15. 185.82 (1) (a) of the statutes is amended to read:

SB586,9,5 185.82 (1) (a) Separate originals of the document for the secretary of state and for the register of deeds of each county in which the document is required to be recorded. The document shall contain the name of the drafter if required by s. 14.38 (14).

SB586, s. 16 Section 16. 185.82 (1) (a) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB586,9,10 185.82 (1) (a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded. The document shall contain the name of the drafter if required by s. 14.38 (14).

Note: Under s. 14.38 (14), certain documents filed with the secretary of state under chs. 179 to 181, 183, 185 and 187 must contain the name of the drafter of the document. This Section and the previous Section add a reference to that requirement to s. 185.82 (1) (a), which relates to filing of documents of cooperatives with the secretary of state.

SB586, s. 17 Section 17. Effective dates. This act takes effect on the day after publication, except as follows:

SB586,9,15 (1) The repeal and recreation of sections 180.1422 (2) (a) (intro.) and 2. and (b), 181.67 (1) (a), 183.0104 (1) and 185.82 (1) (a) of the statutes takes effect on July 1, 1996, or on the day after publication, whichever is later.

SB586,9,16 (End)