SB176: Bill Text

SB176,61,9 180.1530 (1) (d) The foreign corporation does not inform the department secretary of state under s. 180.1508 or 180.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

SB176, s. 212 Section 212. 180.1530 (1) (f) of the statutes is amended to read:

SB176,61,15 180.1530 (1) (f) The department secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

SB176, s. 213 Section 213. 180.1530 (1m) of the statutes is amended to read:

SB176,61,21 180.1530 (1m) If the department secretary of state receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department secretary of state shall issue a certificate of revocation under s. 180.1531 (2) (b).

SB176, s. 214 Section 214. 180.1530 (2) of the statutes is amended to read:

SB176,62,2 180.1530 (2) A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department secretary of state of the action, and the department secretary of state shall issue a certificate of revocation under s. 180.1531 (2) (b).

SB176, s. 215 Section 215. 180.1531 (1) of the statutes is amended to read:

SB176,62,7 180.1531 (1) If the department secretary of state determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department secretary of state shall serve the foreign corporation under s. 180.1510 with written notice of the determination.

SB176, s. 216 Section 216. 180.1531 (2) (a) of the statutes is amended to read:

SB176,62,12 180.1531 (2) (a) Within 60 days after service of the notice is perfected under s. 180.1510, the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department secretary of state that each ground determined by the department secretary of state does not exist.

SB176, s. 217 Section 217. 180.1531 (2) (b) of the statutes is amended to read:

SB176,62,18 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the department secretary of state may revoke the foreign corporation's certificate of authority by issuing a certificate of revocation that recites each ground for revocation and its effective date. The department secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under s. 180.1510.

SB176, s. 218 Section 218. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:

SB176,62,24 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked after December 31, 1991, the department secretary of state shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

SB176, s. 219 Section 219. 180.1531 (2) (c) 1. b. of the statutes is amended to read:

SB176,63,2 180.1531 (2) (c) 1. b. Pays any fees or penalties due the department secretary of state under s. 180.1502 (5) (a) or $5,000, whichever is less.

SB176, s. 220 Section 220. 180.1531 (4) of the statutes is amended to read:

SB176,63,9 180.1531 (4) If the department secretary of state or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under s. 180.1510 (3) and (4) or the foreign corporation's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

SB176, s. 221 Section 221. 180.1532 (1) of the statutes is amended to read:

SB176,63,18 180.1532 (1) A foreign corporation may appeal the department's secretary of state's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 180.1510. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's secretary of state's certificate of revocation.

SB176, s. 222 Section 222. 180.1532 (2) of the statutes is amended to read:

SB176,63,22 180.1532 (2) The court may order the department secretary of state to reinstate the certificate of authority or may take any other action that the court considers appropriate.

SB176, s. 223 Section 223. 180.1622 (title) of the statutes is amended to read:

SB176,63,25 180.1622 (title) Annual report for department of financial institutions secretary of state.

SB176, s. 224 Section 224. 180.1622 (1) (intro.) of the statutes is amended to read:

SB176,64,5 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the department secretary of state an annual report that includes all of the following information:

SB176, s. 225 Section 225. 180.1622 (1) (i) of the statutes is amended to read:

SB176,64,18 180.1622 (1) (i) With respect to a foreign corporation, the proportion of the capital represented in this state by its property located and business transacted in this state during the preceding year. The proportion of capital employed in the state shall be computed by taking the gross business of the foreign corporation in the state and adding the same to the value of its property located in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of its total gross business of said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. The department secretary of state may demand, as a condition precedent to the filing of the annual report, such further information and statements as the department secretary of state considers proper in order to determine the accuracy of the report submitted.

SB176, s. 226 Section 226. 180.1622 (2) of the statutes is amended to read:

SB176,64,24 180.1622 (2) (a) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation's fiscal year immediately before the date by which the annual report is required to be delivered to the department secretary of state.

SB176,65,6 (b) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a foreign corporation, except that the information required by sub. (1) (f) to (i) shall be current as of the date of the close of the foreign corporation's fiscal year in the 12 months ending on the September 30 immediately before the date by which the annual report is required to be delivered to the department secretary of state.

SB176, s. 227 Section 227. 180.1622 (3) of the statutes is amended to read:

SB176,65,11 180.1622 (3) (a) A domestic corporation shall deliver its annual report to the department secretary of state in each year following the calendar year in which the domestic corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.

SB176,65,15 (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department secretary of state during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.

SB176, s. 228 Section 228. 180.1622 (4) of the statutes is amended to read:

SB176,65,23 180.1622 (4) If an annual report does not contain the information required by this section, the department secretary of state shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with s. 180.0141. If the annual report is corrected to contain the information required by this section and delivered to the department secretary of state within 30 days after the effective date of the notice under s. 180.0141 (5), the annual report is timely filed.

SB176, s. 229 Section 229. 180.1622 (5) of the statutes is amended to read:

SB176,66,2 180.1622 (5) An annual report is effective on the date that it is filed by the department secretary of state.

SB176, s. 230 Section 230. 180.1708 (1) of the statutes is amended to read:

SB176,66,6 180.1708 (1) Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a document delivered to the department secretary of state for filing on or after January 1, 1991.

SB176, s. 231 Section 231. 180.1708 (8) (b) of the statutes is amended to read:

SB176,66,11 180.1708 (8) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply to a judicial revocation under s. 946.87 of which the department secretary of state is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c) applies to a revocation based on grounds arising before, on or after January 1, 1991.

SB176, s. 232 Section 232. 180.1909 of the statutes is amended to read:

SB176,66,15 180.1909 Filing articles of incorporation. Before commencing operations, a service corporation shall deliver its articles of incorporation to the department secretary of state for filing.

SB176, s. 233 Section 233. 180.1921 (1) of the statutes is amended to read:

SB176,66,21 180.1921 (1) A service corporation shall deliver to the department office of the secretary of state for filing a report in each year following the year in which the service corporation's articles of incorporation were filed by the department secretary of state, during the calendar year quarter in which the anniversary of the filing occurs.

SB176, s. 234 Section 234. 180.1921 (2) of the statutes is amended to read:

SB176,67,9 180.1921 (2) The report shall show the address of this service corporation's principal office and the name and post-office address of each shareholder, director and officer of the service corporation and shall certify that, with the exceptions permitted in s. 180.1913, each shareholder, director and officer is licensed, certified, registered or otherwise legally authorized to render the same professional or other personal service in this state or is a health care professional. The service corporation shall prepare the report on forms prescribed and furnished by the department secretary of state, and the report shall contain no fiscal or other information except that expressly called for by this section. The department secretary of state shall forward report blanks by 1st class mail to every service corporation in good standing, at least 60 days before the date on which the service corporation is required by this section to file an annual report.

SB176, s. 235 Section 235. 180.1921 (4) of the statutes is amended to read:

SB176,67,12 180.1921 (4) An annual report is effective on the date that it is filed by the department secretary of state.

SB176, s. 236 Section 236. 181.02 (4m) of the statutes is repealed.

SB176, s. 237 Section 237. 181.06 (3) (intro.) of the statutes is amended to read:

SB176,67,23 181.06 (3) (intro.)  Shall not be the same as or deceptively similar to the name of any corporation, limited liability company, limited liability partnership or limited partnership existing under any law of this state, or any foreign corporation, foreign limited liability company, foreign limited liability partnership or foreign limited partnership authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the manner provided in this chapter or reserved or registered in the manner provided in ch. 180, except that this subsection shall not apply if the applicant files with the department secretary of state either of the following:

SB176, s. 238 Section 238. 181.07 (2) of the statutes is amended to read:

SB176,68,9 181.07 (2) The reservation shall be made by filing with the department secretary of state an application to reserve a specified corporate name, executed by the applicant or making a telephone application to reserve a specified corporate name. If the department secretary of state finds that the name is available for corporate use, the department secretary of state shall reserve the same for the exclusive use of the applicant for a period of 60 days. The department secretary of state shall cancel the telephone application to reserve a specified corporate name if the department secretary of state does not receive the proper fee within 15 business days after the application.

SB176, s. 239 Section 239. 181.07 (3) of the statutes is amended to read:

SB176,68,18 181.07 (3) Any corporation, domestic or foreign entitled to the use of its corporate name under the laws of this state, may upon merger, consolidation, change of name or dissolution reserve the exclusive right to that corporate name for a period of not to exceed 10 years by filing with the department secretary of state an application to reserve the right to that name, executed by the corporation. This application shall be filed with the department secretary of state simultaneously with the filing of articles of merger, consolidation or dissolution or with the filing of articles of amendment or restated articles which change the corporate name.

SB176, s. 240 Section 240. 181.07 (5) of the statutes is amended to read:

SB176,68,24 181.07 (5) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing with the department in the office of the secretary of state a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.

SB176, s. 241 Section 241. 181.08 of the statutes is amended to read:

SB176,69,6 181.08 Registered agent. Each corporation shall have and continuously maintain in this state a registered agent, which agent may be an individual resident in this state, a domestic corporation organized under this chapter or ch. 180, a domestic limited liability company or a foreign corporation or foreign limited liability company authorized to transact business in this state. The name and address of the registered agent shall be filed with the department secretary of state.

SB176, s. 242 Section 242. 181.09 (1) (intro.) of the statutes is amended to read:

SB176,69,10 181.09 (1) (intro.) A corporation may change its registered agent or the registered agent's address by executing and filing with the department secretary of state a statement setting forth:

SB176, s. 243 Section 243. 181.095 (1) (intro.) of the statutes is amended to read:

SB176,69,13 181.095 (1) (intro.) A registered agent may resign by executing and filing with the department secretary of state a statement in duplicate setting forth:

SB176, s. 244 Section 244. 181.095 (3) of the statutes is amended to read:

SB176,69,17 181.095 (3) The department secretary of state shall note on one of the duplicates the date of filing and mail the same to the corporation at its principal office as shown by the statement filed.

SB176, s. 245 Section 245. 181.10 (3) of the statutes is amended to read:

SB176,69,23 181.10 (3) If the address of the corporation's principal office cannot be determined from the records held by the department of the secretary of state, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department secretary of state, is located.

SB176, s. 246 Section 246. 181.265 of the statutes is amended to read:

SB176,70,5 181.265 Report of names and addresses of officers or directors. Whenever initial officers are selected, or changes are made in the principal officers or directors of a corporation, the corporation may file with the department secretary of state a report setting forth the names and addresses of all the principal officers or directors, or both if there have been changes in both.

SB176, s. 247 Section 247. 181.32 (1) of the statutes is amended to read:

SB176,70,12 181.32 (1) The articles of incorporation shall be filed and recorded as provided in s. 181.67. Duplicate originals of the articles of incorporation shall be submitted to the department secretary of state. The department secretary of state shall file one original and forward the other within 5 days to the register of deeds of the county in which the corporation's principal office is located for recording. On filing an original, the department secretary of state shall issue a certificate of incorporation.

SB176, s. 248 Section 248. 181.32 (2) of the statutes is amended to read:

SB176,70,16 181.32 (2) Upon issuing a certificate of incorporation, the department secretary of state shall inform the corporation of the reporting requirements under s. 440.42 for charitable organizations that solicit contributions.

SB176, s. 249 Section 249. 181.38 of the statutes is amended to read:

SB176,70,20 181.38 Filing of articles of amendment. The articles of amendment shall be filed and recorded, and upon filing of the articles, the department secretary of state may issue a certificate of amendment.

SB176, s. 250 Section 250. 181.39 (2) of the statutes is amended to read:

SB176,71,2 181.39 (2) Restated articles of incorporation shall be executed, filed and recorded in the manner prescribed in this chapter for articles of amendment and on filing shall supersede and take the place of the theretofore existing articles of incorporation and amendments thereto. The department secretary of state shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof.

SB176, s. 251 Section 251. 181.40 of the statutes is amended to read:

SB176,71,11 181.40 Filing and recording court order under bankruptcy laws. The department secretary of state and the register of deeds shall upon delivery to them respectively file and record in the manner and places and upon payment of fees as provided in this chapter in respect to articles of amendment, duly certified copies of any order of a court of the United States in proceedings under the national bankruptcy laws, if such order effects an amendment to the articles of incorporation. It shall be the duty of the principal officers of such corporation to cause each such order to be so filed and recorded promptly after such order has become final.

SB176, s. 252 Section 252. 181.45 (2) of the statutes is amended to read:

SB176,71,17 181.45 (2) Such articles of merger or consolidation shall be filed with the department in the office of the secretary of state and shall be recorded in the offices of the registers of deeds of the counties of this state in which the respective corporations so consolidating or merging have their principal offices and in the county in which the surviving or new corporation is to have its principal office.

SB176, s. 253 Section 253. 181.45 (3) of the statutes is amended to read:

SB176,71,21 181.45 (3) The certificate of merger or consolidation may be issued by the department secretary of state upon expiration of the period for filing a certificate of abandonment.

SB176, s. 254 Section 254. 181.46 of the statutes is amended to read:

SB176,72,9 181.46 Effective date of merger or consolidation; abandonment. The merger or consolidation shall be effected upon the filing of the articles of merger or consolidation, or at such time within 31 days thereafter as is designated in said articles. If, after the filing of articles of merger or consolidation, the merger or consolidation is abandoned pursuant to provisions therefor set forth in the plan of merger or consolidation, there shall be executed by the president or a vice president and the secretary or an assistant secretary of each corporation, and shall be sealed with the corporate seal of each corporation, a certificate of abandonment setting forth the fact and date of such abandonment; and such certificate shall within 30 days of such abandonment be filed with the department in the office of the secretary of state and recorded in each office in which such articles of merger or consolidation were recorded.

SB176, s. 255 Section 255. 181.55 of the statutes is amended to read: