SB176: Bill Text

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.

SB176, s. 149 Section 149. 180.0403 (2) of the statutes is amended to read:

SB176,47,20 180.0403 (2) A domestic corporation or a foreign corporation authorized to transact business in this state may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the department secretary of state for filing an application, executed by the domestic corporation or foreign corporation, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the corporate name or an application for an amended certificate of authority that changes the corporate name.

SB176, s. 150 Section 150. 180.0403 (3m) of the statutes is amended to read:

SB176,47,25 180.0403 (3m) A person who has the right to exclusive use of a registered name under sub. (1) or (2) may transfer the registration 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. 151 Section 151. 180.0502 (1) (a) of the statutes is amended to read:

SB176,48,3 180.0502 (1) (a) Delivering to the department secretary of state for filing a statement of change.

SB176, s. 152 Section 152. 180.0502 (1) (c) of the statutes is amended to read:

SB176,48,8 180.0502 (1) (c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department secretary of state.

SB176, s. 153 Section 153. 180.0502 (3) of the statutes is amended to read:

SB176,48,15 180.0502 (3) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department secretary of state for filing a statement that complies with sub. (2) and recites that the corporation has been notified of the change.

SB176, s. 154 Section 154. 180.0503 (1) (intro.) of the statutes is amended to read:

SB176,48,19 180.0503 (1) (intro.) The registered agent of a corporation may resign by signing and delivering to the department secretary of state for filing a statement of resignation that includes all of the following information:

SB176, s. 155 Section 155. 180.0503 (2) of the statutes is amended to read:

SB176,48,22 180.0503 (2) After filing the statement, the department secretary of state shall mail a copy to the corporation at its principal office.

SB176, s. 156 Section 156. 180.0503 (3) (a) of the statutes is amended to read:

SB176,48,25 180.0503 (3) (a) Sixty days after the department secretary of state receives the statement of resignation for filing.

SB176, s. 157 Section 157. 180.0504 (3) (a) of the statutes is amended to read:

SB176,49,7 180.0504 (3) (a) Except as provided in par. (b), if the address of the corporation's principal office cannot be determined from the records held by the department 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. 158 Section 158. 180.0504 (3) (b) of the statutes is amended to read:

SB176,49,13 180.0504 (3) (b) If a process, notice or demand is served by the department secretary of state on a corporation under s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the department secretary of state, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

SB176, s. 159 Section 159. 180.0602 (2) (intro.) of the statutes is amended to read:

SB176,49,18 180.0602 (2) (intro.) Before issuing any shares of a class or series under sub. (1), the corporation shall deliver to the department secretary of state for filing articles of amendment, which are effective without shareholder action, that include all of the following information:

SB176, s. 160 Section 160. 180.0602 (3) of the statutes is amended to read:

SB176,50,4 180.0602 (3) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The corporation shall file with the department secretary of state revised articles of amendment that comply with sub. (2). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right, except by amendment of the articles of incorporation under s. 180.1003.

SB176, s. 161 Section 161. 180.0620 (1) (b) of the statutes is amended to read:

SB176,50,8 180.0620 (1) (b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the department secretary of state constitutes acceptance by the corporation of all existing subscriptions to its shares.

SB176, s. 162 Section 162. 180.0631 (3) (b) (intro.) of the statutes is amended to read:

SB176,50,17 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, except in the case of an investment company that has authorized an indefinite number of shares. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the department secretary of state for filing. The articles shall include all of the following information:

SB176, s. 163 Section 163. 180.0860 (1) of the statutes is amended to read:

SB176,50,24 180.0860 (1) Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the department secretary of state a statement that includes the names and addresses of all the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.

SB176, s. 164 Section 164. 180.0860 (2) of the statutes is amended to read:

SB176,51,3 180.0860 (2) A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the department secretary of state.