SB586: Bill Text

SB586, s. 1 Section 1. 19.01 (4) (a) of the statutes is amended to read:

SB586,3,10 19.01 (4) (a) In the office of the secretary of state: Of all members and officers of the legislature; of the governor, lieutenant governor and state superintendent; of the justices, reporter and clerk of the supreme court; of the judges of the court of appeals; of the judges and reporters of the circuit courts; of all notaries public; of every officer, except the secretary of state, state treasurer, district attorney and attorney general, whose compensation is paid in whole or in part out of the state treasury, including every member or appointee of a board or commission whose compensation is so paid; and of every deputy or assistant of an officer who files with the secretary of state;

Note: This Section deletes the requirement that the oaths of office of members of the legislature be filed with the secretary of state.

SB586, s. 2 Section 2. 19.01 (4) (am) and (an) of the statutes are created to read:

SB586,3,13 19.01 (4) (am) In the office of the chief clerk of the assembly: Of all members and officers of the assembly;

SB586,3,15 (an) In the office of the chief clerk of the senate: Of all members and officers of the senate;

Note: This Section provides that the oaths of members and officers of the legislature will be filed with the chief clerk of the appropriate house.

SB586, s. 3 Section 3. 132.01 (9) of the statutes is amended to read:

SB586,4,9 132.01 (9) Title to any registration hereunder shall pass to any person, firm or corporation succeeding to the registrant's business to which such registration pertains. Written assignments of any such registration from a registrant to such a successor who meets the requirements of sub. (1) may be filed with and shall be recorded by the secretary of state upon payment of the fee specified in sub. (3). When such assignment is recorded, a new registration shall be entered in the name of the assignee, and on such registration and any subsequent certificates or registration of an assigned registration the secretary of state shall show the previous ownership and dates of assignment thereof.

Note: Under current s. 132.01 (1), any person, firm, partnership, corporation, association or union may register a "trademark" with the office of the secretary of state. The privilege is limited to residents of Wisconsin and any other state and to foreign corporations "duly licensed to transact business" in Wisconsin. This Section amends s. 132.01 (9) to provide that a successor to title to a registered trademark must also meet the requirements of s. 132.01 (1).

SB586, s. 4 Section 4. 137.01 (1) (b) of the statutes is amended to read:

SB586,4,17 137.01 (1) (b) The secretary of state shall satisfy himself or herself that the applicant has the equivalent of an 8th grade education, is familiar with the duties and responsibilities of a notary public and, subject to ss. 111.321, 111.322 and 111.335, does not have an arrest or conviction record that is substantially or directly related to a notary's duties. The secretary of state may consider the elements and circumstances of an arrest or conviction record in determining if it is substantially or directly related to a notary's duties.

Note: Under current s. 137.01 (b), the secretary of state must be satisfied that an applicant does not have an arrest or conviction record, subject to ss. 111.321, 111.322 and 111.335 of the statutes. These statutes relate to prohibiting discrimination in employment and licensing and discrimination based on arrest records. If a conviction is for a felony, misdemeanor or other offense, the circumstances of which "substantially relate" to the circumstances of the particular job or licensed activity, it is not "employment discrimination" to refuse to employ or license the person. This Section makes it clear that the secretary of state shall review the elements and circumstances of the arrest and conviction to determine whether the act for which the person was convicted substantially relates to the activities of a notary.

SB586, s. 5 Section 5. 180.1006 (5) of the statutes is amended to read:

SB586,5,5 180.1006 (5) A statement that the amendment was adopted in accordance with s. 180.1002, 180.1003 or 180.1005, whichever is the case, or a statement that the corporation is a statutory close corporation without a board of directors and that the amendment was duly approved by the shareholders.

Note: A corporation that amends its articles of incorporation must include in its filing with the secretary of state a statement that the amendment was adopted in accordance with applicable statutes. Generally, s. 180.1821 (1) (c) authorizes a statutory close corporation without a board of directors to file a statement that an action was approved by its shareholders whenever an instrument to be filed with a governmental agency must contain a statement that the action was approved by the corporation's board of directors. This Section conforms s. 180.1006 (5) to the general statutory provision.

SB586, s. 6 Section 6. 180.1422 (1) (b) and (c) of the statutes are amended to read:

SB586,5,8 180.1422 (1) (b) That A statement that each ground for dissolution either did not exist or has been eliminated.

SB586,5,9 (c) That A statement that the corporation's name satisfies s. 180.0401.

Note: This Section corrects grammatical errors in s. 180.1422 (1) (b) and (c).

SB586, s. 7 Section 7. 180.1422 (2) (a) (intro.) and 2. and (b) of the statutes are amended to read:

SB586,5,14 180.1422 (2) (a) (intro.) The secretary of state shall cancel the certificate of dissolution and prepare issue a certificate of reinstatement that complies with par. (b) if the secretary of state determines all of the following:

SB586,5,16 2. That all fees and penalties owed by the corporation to the secretary of state under this chapter have been paid.

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)