SB176: Bill Text

SB176, s. 26 Section 26. 133.12 of the statutes is amended to read:

SB176,19,25 133.12 Domestic and foreign corporations and limited liability companies; cancellation of charters or certificates of authority for restraining trade; affidavit. Any corporation or limited liability company organized under the laws of this state or foreign corporation or foreign limited liability company authorized to transact business in this state pursuant to a certificate of authority from the department of financial institutions secretary of state which violates any provision of this chapter, may, upon proof thereof, in any circuit court have its charter or authority to transact business in this state suspended, canceled or annulled. Every corporation shall, in its annual report filed with the department of financial institutions secretary of state, show whether it has entered into any contract, combination in the form of trust or otherwise, or conspiracy in restraint of trade or commerce. The department of justice shall enforce this section.

SB176, s. 27 Section 27. 134.45 (3) (b) of the statutes is amended to read:

SB176,20,6 134.45 (3) (b) A domestic or foreign corporation, association or limited liability company exercising any of the powers, franchises or functions of a business entity in this state that violates any provision of this section, shall not have the right of, and shall be prohibited from, doing business in this state, and the department of financial institutions secretary of state shall revoke its certificate to do business in this state.

SB176, s. 28 Section 28. 139.34 (9) of the statutes is amended to read:

SB176,20,22 139.34 (9) The applicant for a permit, if a nonresident, foreign corporation or foreign limited liability company, shall file proof that the applicant has appointed the department of financial institutions secretary of state as agent for the service of process on any matter arising under ss. 139.30 to 139.44. A foreign corporation without a place of business in this state need not obtain a certificate of authority under ss. 180.1501 to 180.1505. If a foreign corporation has a certificate of authority under ss. 180.1501 to 180.1505, the foreign corporation satisfies this subsection by filing the address of its registered office in this state and the name of its registered agent at that office and by promptly filing any changes to this information. A foreign limited liability company without a place of business in this state need not obtain a certificate of registration under ss. 183.1002 to 183.1007. If a foreign limited liability company has a certificate of registration under ss. 183.1002 to 183.1007, the foreign limited liability company satisfies this subsection by filing the address of its registered office in this state and the name of its registered agent at that office and by promptly filing any changes to this information.

SB176, s. 29 Section 29. 157.062 (1) of the statutes is amended to read:

SB176,21,8 157.062 (1) Organization. Seven or more residents of the same county may form a cemetery association. They shall meet, select a chairperson and secretary, choose a name, fix the annual meeting date, and elect by ballot not less than 3 nor more than 9 trustees whom the chairperson and secretary shall immediately divide by lot into 3 classes, who shall hold their offices for 1, 2 and 3 years, respectively. Within 3 days, the chairperson and secretary shall certify the corporate name, the names, home addresses and business addresses of the organizers and of the trustees, and their classification, and the annual meeting date acknowledged by them, and, except as provided in sub. (9), deliver the certification to the department of financial institutions secretary of state. The association then has the powers of a corporation.

SB176, s. 30 Section 30. 157.062 (2) of the statutes is amended to read:

SB176,21,15 157.062 (2) Amendments. The association may change its name, the number of trustees or the annual meeting date by resolution at an annual meeting, or special meeting called for such purpose, by a majority vote of the members present, and, except as provided in sub. (9), by delivering to the department of financial institutions secretary of state a copy of the resolution, with the date of adoption, certified by the president and secretary or corresponding officers.

SB176, s. 31 Section 31. 157.062 (6) (b) of the statutes is amended to read:

SB176,22,6 157.062 (6) (b) If an association that has been dissolved under par. (a), or any group that was never properly organized as a cemetery association, has cemetery grounds and human remains are buried in the cemetery grounds, 5 or more members, or persons interested as determined by order of the circuit judge under par. (c), may publish a class 3 notice, under ch. 985, in the municipality in which the cemetery is located, of the time, place and object of the meeting, assemble and reorganize by the election of trustees and divide them into classes as provided in sub. (1), the commencement of the terms to be computed from the next annual meeting date. The secretary shall enter the proceedings of the meeting on the records. The association is reorganized upon delivery of a copy of the proceedings to the department of financial institutions secretary of state, except as provided in sub. (9). Upon reorganization, the title to the cemetery grounds, trust funds and all other property of the association or group vests in the reorganized association, under the control of the trustees. The reorganized association may continue the name of the dissolved association or may adopt a new name.

SB176, s. 32 Section 32. 157.062 (6m) of the statutes is amended to read:

SB176,22,10 157.062 (6m) Forms. The department of financial institutions secretary of state may prescribe and furnish forms for providing the information required under subs. (1) to (6).

SB176, s. 33 Section 33. 157.062 (9) of the statutes is amended to read:

SB176,22,18 157.062 (9) Exemptions for certain nonprofit cemeteries. In lieu of delivering a certification, resolution or copy of proceedings to the department of financial institutions secretary of state under sub. (1), (2) or (6) (b), a cemetery association that is not required to be registered under s. 440.91 (1) and that is not organized or conducted for pecuniary profit shall deliver the certification, resolution or copy of proceedings to the office of the register of deeds of the county in which the cemetery is located.

SB176, s. 34 Section 34. 157.064 (7) of the statutes is amended to read:

SB176,22,25 157.064 (7) Not more than 30 days after a transfer under sub. (6), the transferring association shall notify the department of financial institutions secretary of state in writing of the transfer, including the name and address of the accepting association or its treasurer. The department of financial institutions secretary of state may prescribe and furnish forms for providing the information required under this subsection.

SB176, s. 35 Section 35. 157.62 (1) (a) (intro.) of the statutes is amended to read:

SB176,23,7 157.62 (1) (a) (intro.) Except as provided in par. (b) and s. 157.625, every cemetery association shall file an annual report with the department of financial institutions secretary of state. The report shall be made on a calendar-year basis unless the department of financial institutions secretary of state, by rule, provides for other reporting periods. The report is due on the 60th day after the last day of the reporting period. The annual report shall include all of the following:

SB176, s. 36 Section 36. 157.62 (1) (c) of the statutes is amended to read:

SB176,23,14 157.62 (1) (c) The department of financial institutions secretary of state may prescribe and furnish forms for reports required under this subsection. If the department of financial institutions secretary of state prescribes forms under this paragraph, the department of financial institutions secretary of state shall mail the forms to cemetery associations required to file under par. (a) no later than 60 days before the reports are due.

SB176, s. 37 Section 37. 178.01 (2) (de) of the statutes is repealed.

SB176, s. 38 Section 38. 178.40 (1) (intro.) of the statutes is amended to read:

SB176,23,20 178.40 (1) (intro.) To become a registered limited liability partnership or a foreign registered limited liability partnership, a partnership shall file with the department secretary of state the fee specified in s. 178.48 and a registration statement that includes all of the following:

SB176, s. 39 Section 39. 178.40 (2) (intro.) of the statutes is amended to read:

SB176,23,25 178.40 (2) (intro.) A registered limited liability partnership or a foreign registered limited liability partnership may amend its registration statement at any time by filing with the department secretary of state a statement that includes all of the following:

SB176, s. 40 Section 40. 178.40 (3) (intro.) of the statutes is amended to read:

SB176,24,5 178.40 (3) (intro.) A registered limited liability partnership or a foreign registered limited liability partnership may terminate its registration by filing with the department secretary of state the fee specified in s. 178.48 and a written notice of withdrawal that includes all of the following:

SB176, s. 41 Section 41. 178.41 (1) (a) of the statutes is amended to read:

SB176,24,11 178.41 (1) (a) The department's secretary of state's filing of a registration statement is conclusive proof that the partnership is registered as a registered limited liability partnership or a foreign registered limited liability partnership under this chapter, except in a proceeding by the state to revoke the registration, and is notice of all other facts set forth in the registration statement.

SB176, s. 42 Section 42. 178.41 (1) (b) of the statutes is amended to read:

SB176,24,16 178.41 (1) (b) The department's secretary of state's filing of a registration statement of a foreign registered limited liability partnership under s. 178.40 constitutes its certificate of authority to transact business in this state and is notice of all other facts set forth in the registration statement.

SB176, s. 43 Section 43. 178.42 (3) (intro.) of the statutes is amended to read:

SB176,24,20 178.42 (3) (intro.) Except as provided in sub. (4), the name of a registered limited liability partnership shall be distinguishable upon the records of the department secretary of state from all of the following names:

SB176, s. 44 Section 44. 178.44 (3) of the statutes is amended to read:

SB176,25,2 178.44 (3) If the address of the registered limited liability partnership's or foreign registered limited liability partnership's principal office cannot be determined from the records of the department secretary of state, the partnership may be served by publishing a class 3 notice, under ch. 985, in the community in which the partnership's principal office or registered office, as most recently designated in the records of the department secretary of state, is located.

SB176, s. 45 Section 45. 178.45 (1) (b) of the statutes is amended to read:

SB176,25,5 178.45 (1) (b) Obtain a certificate of authority from the department secretary of state by filing a registration statement under s. 178.40.

SB176, s. 46 Section 46. 178.45 (4) (f) of the statutes is amended to read:

SB176,25,12 178.45 (4) (f) The foreign registered limited liability partnership shall pay the amount owed under par. (e) to the department secretary of state. The department secretary of state may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under par. (e).

SB176, s. 47 Section 47. 178.46 (1) (intro.) of the statutes is amended to read:

SB176,25,16 178.46 (1) (intro.) Except as provided in sub. (4), a document required or permitted to be filed under s. 178.40 or 178.50 in the office of the department secretary of state shall satisfy all of the following requirements:

SB176, s. 48 Section 48. 178.46 (1) (c) of the statutes is amended to read:

SB176,25,19 178.46 (1) (c) Contain the name of the drafter, if required by s. 14.38 (14) 182.01 (3).

SB176, s. 49 Section 49. 178.46 (1) (e) of the statutes is amended to read:

SB176,25,22 178.46 (1) (e) Be on the form prescribed by the department secretary of state if the document is described in s. 178.47.

SB176, s. 50 Section 50. 178.46 (1) (f) of the statutes is amended to read:

SB176,26,3 178.46 (1) (f) Be delivered to the department secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 178.48.

SB176, s. 51 Section 51. 178.46 (2) of the statutes is amended to read:

SB176,26,7 178.46 (2) The department secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) and are originally executed to satisfy sub. (3).

SB176, s. 52 Section 52. 178.46 (4) of the statutes is amended to read:

SB176,26,11 178.46 (4) The department secretary of state may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

SB176, s. 53 Section 53. 178.47 (1) (a) (intro.) of the statutes is amended to read:

SB176,26,14 178.47 (1) (a) (intro.) The department secretary of state shall prescribe and furnish on request forms for all of the following documents:

SB176, s. 54 Section 54. 178.47 (1) (b) of the statutes is amended to read:

SB176,26,18 178.47 (1) (b) The forms prescribed by the department secretary of state under par. (a) 1., 2. and 3. shall require disclosure of only the information required under s. 178.40 (1), (2) and (3), respectively.

SB176, s. 55 Section 55. 178.47 (2) of the statutes is amended to read:

SB176,26,23 178.47 (2) The department secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed with the department secretary of state under this chapter, but use of these forms is not mandatory.

SB176, s. 56 Section 56. 178.48 (1) (intro.) of the statutes is amended to read:

SB176,27,3 178.48 (1) (intro.) The department secretary of state shall collect the following fees when the documents described under this subsection are delivered to the department secretary of state for filing:

SB176, s. 57 Section 57. 178.48 (2) of the statutes is amended to read:

SB176,27,6 178.48 (2) The department secretary of state shall collect a $10 fee each time process is served on the department secretary of state under this chapter.

SB176, s. 58 Section 58. 178.48 (3) of the statutes is amended to read:

SB176,27,11 178.48 (3) In addition to the fees required under sub. (1), the department secretary of state shall collect $25 for processing in an expeditious manner a document required or permitted to be filed with the department secretary of state under this chapter.

SB176, s. 59 Section 59. 178.49 (1) (a) (intro.) of the statutes is amended to read:

SB176,27,15 178.49 (1) (a) (intro.) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the department secretary of state for filing and at any of the following times on that date:

SB176, s. 60 Section 60. 178.49 (1) (b) of the statutes is amended to read:

SB176,27,19 178.49 (1) (b) The date that a document is received by the department secretary of state is determined by the department's endorsement of the secretary of state on the original document.

SB176, s. 61 Section 61. 178.50 (1) of the statutes is amended to read:

SB176,28,2 178.50 (1) A registered limited liability partnership or foreign registered limited liability partnership holding a certificate of authority under s. 178.40 may correct a document that was filed with the department secretary of state if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.

SB176, s. 62 Section 62. 178.50 (2) (intro.) of the statutes is amended to read:

SB176,28,7 178.50 (2) (intro.) To correct a document under sub. (1), a registered limited liability partnership or a foreign registered limited liability partnership holding a certificate of authority under s. 178.40 shall file with the department secretary of state articles of correction that include all of the following:

SB176, s. 63 Section 63. 178.51 (title) of the statutes is amended to read:

SB176,28,9 178.51 (title) Filing duty of the department secretary of state.

SB176, s. 64 Section 64. 178.51 (1) of the statutes is amended to read:

SB176,28,16 178.51 (1) Upon receipt of a document by the department secretary of state for filing, the department secretary of state shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The department secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

SB176, s. 65 Section 65. 178.51 (2) of the statutes is amended to read:

SB176,28,23 178.51 (2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the department secretary of state shall file the document by stamping or otherwise endorsing "Filed" on both the original and the document copy. After filing a document, the department secretary of state shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.

SB176,29,2 (b) If a registered limited liability partnership or foreign registered limited liability partnership is in default in the payment of any fee required under s. 178.48, the department secretary of state shall refuse to file any document relating to the partnership until all delinquent fees are paid.

SB176, s. 66 Section 66. 178.51 (3) (a) of the statutes is amended to read:

SB176,29,8 178.51 (3) (a) If the department secretary of state refuses to file a document, the department secretary of state shall return it to the partnership, or to its representative, within 5 business days after the document is received by the office of the department secretary of state for filing, together with a brief written explanation of the reason for the department's secretary of state's refusal.

SB176, s. 67 Section 67. 178.51 (3) (b) of the statutes is amended to read:

SB176,29,12 178.51 (3) (b) The department's secretary of state's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.

SB176, s. 68 Section 68. 178.51 (3) (c) of the statutes is amended to read:

SB176,29,20 178.51 (3) (c) If a document that has been refused for filing by the department secretary of state is resubmitted for filing by the department secretary of state, the effective date of the document under s. 178.49 is the date that the resubmitted document is received by the department secretary of state for filing or a delayed effective date specified in the resubmitted document in accordance with s. 178.49 (2). The effective time of the resubmitted document shall be determined under s. 178.49 (1) or (2), whichever is applicable.

SB176, s. 69 Section 69. 178.52 (title) of the statutes is amended to read:

SB176,29,23 178.52 (title) Appeal from department's refusal of the secretary of state to file document.

SB176, s. 70 Section 70. 178.52 (1) of the statutes is amended to read: