SB176: Bill Text

SB176,38,2 179.88 Substituted service. Service of process on the department secretary of state under this subchapter shall be made by serving of duplicate copies of the process on the department secretary of state, together with a fee of $10. The department secretary of state shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization. The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department secretary of state shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.

SB176, s. 106 Section 106. 180.0103 (6m) of the statutes is repealed.

SB176, s. 107 Section 107. 180.0120 (1) (intro.) of the statutes is amended to read:

SB176,38,8 180.0120 (1) (intro.) Except as provided in sub. (4), a document required or permitted to be filed under this chapter with the department in the office of the secretary of state must satisfy all of the following requirements to be filed under s. 180.0125 (2) (a):

SB176, s. 108 Section 108. 180.0120 (1) (f) of the statutes is amended to read:

SB176,38,11 180.0120 (1) (f) Be on the form prescribed by the department secretary of state if the document is described in s. 180.0121 (1).

SB176, s. 109 Section 109. 180.0120 (1) (g) of the statutes is amended to read:

SB176,38,15 180.0120 (1) (g) Be delivered to the department office of the secretary of state for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 180.0122.

SB176, s. 110 Section 110. 180.0120 (2) of the statutes is amended to read:

SB176,38,19 180.0120 (2) The department secretary of state shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

SB176, s. 111 Section 111. 180.0120 (4) of the statutes is amended to read:

SB176,38,23 180.0120 (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. 112 Section 112. 180.0121 (1) (a) (intro.) of the statutes is amended to read:

SB176,39,2 180.0121 (1) (a) (intro.) The department secretary of state shall prescribe and furnish on request forms for all of the following documents:

SB176, s. 113 Section 113. 180.0121 (1) (b) of the statutes is amended to read:

SB176,39,6 180.0121 (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 ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.

SB176, s. 114 Section 114. 180.0121 (2) of the statutes is amended to read:

SB176,39,10 180.0121 (2) The department secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

SB176, s. 115 Section 115. 180.0122 (1) (intro.) of the statutes is amended to read:

SB176,39,14 180.0122 (1) (intro.)  The department secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing or, under pars. (e) and (f), the telephone applications are made:

SB176, s. 116 Section 116. 180.0122 (1m) (intro.) of the statutes is amended to read:

SB176,39,18 180.0122 (1m) (intro.) The department secretary of state shall collect the following fees when the documents described in this subsection are delivered to the department secretary of state for filing by an investment company:

SB176, s. 117 Section 117. 180.0122 (2) of the statutes is amended to read:

SB176,39,23 180.0122 (2) The department secretary of state shall collect a $10 fee each time process is served on the department him or her under this chapter. The party to a civil, criminal, administrative or investigatory proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.

SB176, s. 118 Section 118. 180.0122 (3) (intro.) of the statutes is amended to read:

SB176,40,2 180.0122 (3) (intro.) The department secretary of state may not collect a fee for any of the following:

SB176, s. 119 Section 119. 180.0122 (4) of the statutes is amended to read:

SB176,40,8 180.0122 (4) In addition to the fees required under sub. (1), the department secretary of state shall collect the expedited service fee under s. 182.01 (4) for processing in an expeditious manner a document required or permitted to be filed under this chapter or for preparing in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).

SB176, s. 120 Section 120. 180.0123 (1) (a) (intro.) of the statutes is amended to read:

SB176,40,13 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a document filed by the department secretary of state under this chapter is effective on the date that it is received by the department office of the secretary of state for filing and at any of the following times on that date:

SB176, s. 121 Section 121. 180.0123 (1) (b) of the statutes is amended to read:

SB176,40,17 180.0123 (1) (b) The date that a document is received by the department office of the secretary of state is determined by the department's secretary of state's endorsement on the original document under s. 180.0125 (1).

SB176, s. 122 Section 122. 180.0124 (1) of the statutes is amended to read:

SB176,40,23 180.0124 (1) A domestic corporation or foreign corporation may correct a document that is filed by the department secretary of state before, on or after January 1, 1991, 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. 123 Section 123. 180.0124 (2) (intro.) of the statutes is amended to read:

SB176,41,3 180.0124 (2) (intro.) To correct a document under sub. (1), a domestic corporation or foreign corporation shall prepare and deliver to the department secretary of state for filing articles of correction that satisfy all of the following:

SB176, s. 124 Section 124. 180.0125 (title) of the statutes is amended to read:

SB176,41,6 180.0125 (title) Filing duty of department of financial institutions secretary of state.

SB176, s. 125 Section 125. 180.0125 (1) of the statutes is amended to read:

SB176,41,13 180.0125 (1) Upon receipt of a document by the department office of the secretary of state for filing, the department secretary of state shall stamp or otherwise endorse the date and time of receipt on the original, the 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. 126 Section 126. 180.0125 (2) (a) of the statutes is amended to read:

SB176,41,21 180.0125 (2) (a) Except as provided in par. (b), if a document satisfies s. 180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2) or 180.1506 (1) and (2), the department secretary of state shall file the document by stamping or otherwise endorsing "Filed", together with the department secretary of state's name, on both the original and the document copy. After filing a document, the department secretary of state shall deliver the document copy to the domestic corporation or foreign corporation, or its representative.

SB176, s. 127 Section 127. 180.0125 (2) (b) of the statutes is amended to read:

SB176,42,2 180.0125 (2) (b) If a domestic corporation or foreign corporation is in default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym), the department secretary of state shall refuse to file any document relating to the domestic corporation or foreign corporation until all delinquent fees are paid by the domestic corporation or foreign corporation.

SB176, s. 128 Section 128. 180.0125 (3) (a) of the statutes is amended to read:

SB176,42,8 180.0125 (3) (a) If the department secretary of state refuses to file a document, the department secretary of state shall return it to the domestic corporation or foreign corporation, or its representative, within 5 business days after the document was received by the department secretary of state for filing, together with a brief, written explanation of the reason for the refusal.

SB176, s. 129 Section 129. 180.0125 (3) (b) of the statutes is amended to read:

SB176,42,12 180.0125 (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 the document.

SB176, s. 130 Section 130. 180.0125 (3) (c) of the statutes is amended to read:

SB176,42,21 180.0125 (3) (c) Except as provided in s. 180.0124 (3), if a document that had been refused for filing by the department secretary of state is resubmitted and filed by the department secretary of state, the effective date of the filed document under s. 180.0123 is the date that the resubmitted document is received by the department office of the secretary of state for filing or a delayed effective date specified in the resubmitted document in accordance with s. 180.0123 (2). The effective time of the resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever is applicable.

SB176, s. 131 Section 131. 180.0125 (4) (intro.) of the statutes is amended to read:

SB176,42,25 180.0125 (4) (intro.) Except as provided in s. 180.0203 (2), the department's secretary of state's filing of a document or refusal to file a document does not do any of the following:

SB176, s. 132 Section 132. 180.0126 of the statutes is amended to read:

SB176,43,11 180.0126 (title) Appeal from department of financial institutions' secretary of state's refusal to file document. (1) If the department secretary of state refuses to file a document received by his or her office for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the department secretary of state to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the department secretary of state of the reasons for the refusal to file.

SB176,43,17 (2) The domestic corporation or foreign corporation shall file the petition under sub. (1) within 30 days after the department secretary of state returns the document under s. 180.0125 (3) (a). If the department secretary of state does not return the document within the period specified in s. 180.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in s. 180.0125 (3) (b) expires.

SB176,43,20 (3) The court may summarily order the department secretary of state to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.

SB176, s. 133 Section 133. 180.0127 of the statutes is amended to read:

SB176,43,24 180.0127 Evidentiary effect of copy of filed document. A certified copy of a document filed by the department secretary of state is conclusive evidence that the original document is on file with the department secretary of state.

SB176, s. 134 Section 134. 180.0128 (1) of the statutes is amended to read:

SB176,44,2 180.0128 (1) Any person may obtain from the department secretary of state, upon request, a certificate of status for a domestic corporation or foreign corporation.

SB176, s. 135 Section 135. 180.0128 (2) (b) 3. of the statutes is amended to read:

SB176,44,6 180.0128 (2) (b) 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department secretary of state an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.

SB176, s. 136 Section 136. 180.0128 (3) of the statutes is amended to read:

SB176,44,9 180.0128 (3) The certificate of status may include other facts of record in the department secretary of state that are requested.

SB176, s. 137 Section 137. 180.0128 (4) of the statutes is amended to read:

SB176,44,15 180.0128 (4) Upon request, the department secretary of state shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).

SB176, s. 138 Section 138. 180.0128 (5) of the statutes is amended to read:

SB176,44,20 180.0128 (5) Subject to any qualification stated in a certificate or statement of status issued by the department secretary of state, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.

SB176, s. 139 Section 139. 180.0128 (6) of the statutes is amended to read:

SB176,44,25 180.0128 (6) Upon request by telephone or otherwise, the department secretary of state shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

SB176, s. 140 Section 140. 180.0129 (1) of the statutes is amended to read:

SB176,45,5 180.0129 (1) A person may not sign a document with intent that it be delivered to the department secretary of state for filing or deliver, or cause to be delivered, a document to the department secretary of state for filing, if the person knows that the document is false in any material respect at the time of its delivery.

SB176, s. 141 Section 141. 180.0203 (2) of the statutes is amended to read:

SB176,45,10 180.0203 (2) The department's secretary of state's filing of the articles of incorporation is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

SB176, s. 142 Section 142. 180.0401 (2) (a) (intro.) of the statutes is amended to read:

SB176,45,14 180.0401 (2) (a) (intro.) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the department secretary of state from all of the following names:

SB176, s. 143 Section 143. 180.0401 (3) (intro.) of the statutes is amended to read:

SB176,45,20 180.0401 (3) (intro.) A corporation may apply to the department secretary of state for authorization to use a name that is not distinguishable upon the records of the department secretary of state from one or more of the names described in sub. (2). The department secretary of state shall authorize use of the name applied for if any of the following occurs:

SB176, s. 144 Section 144. 180.0401 (3) (a) of the statutes is amended to read:

SB176,46,2 180.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department secretary of state to change its name to a name that is distinguishable upon the records of the department secretary of state from the name of the applicant.

SB176, s. 145 Section 145. 180.0401 (3) (b) of the statutes is amended to read:

SB176,46,6 180.0401 (3) (b) The applicant delivers to the department secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

SB176, s. 146 Section 146. 180.0402 of the statutes is amended to read:

SB176,46,20 180.0402 Reserved name. (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department secretary of state for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department secretary of state finds that the corporate name applied for under this subsection is available, the department 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 department secretary of state shall cancel the reservation or renewal if the department secretary of state does not receive the fee required under s. 180.0122 (1) (e) or (f) within 15 business days after the application is made.

SB176,46,24 (2) A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the department secretary of state a written and signed notice of the transfer that states the name and address of the transferee.

SB176, s. 147 Section 147. 180.0403 (1) (a) of the statutes is amended to read:

SB176,47,5 180.0403 (1) (a) A foreign corporation may register its corporate name if the name is distinguishable upon the records of the department secretary of state from the names described in s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation delivers to the department secretary of state for filing an application complying with par. (b).

SB176, s. 148 Section 148. 180.0403 (1) (c) of the statutes is amended to read:

SB176,47,11 180.0403 (1) (c) The registration expires December 31. The foreign corporation may renew its registration by delivering to the department secretary of state for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.