SB423: Bill Text

SB423,152,13 (c) 1. If a foreign corporation's certificate of authority is revoked, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:

SB423,152,14 a. Corrects each ground for revocation.

SB423,152,16 b. Pays any fees or penalties due the department under s. 181.1502 (4) (a) or $500, whichever is less.

SB423,152,19 2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.

SB423,152,22 (3) Effect of revocation. The authority of a foreign corporation to transact business in this state, ends on the date shown on the certificate revoking its certificate of authority.

SB423,153,4 (4) Service on corporation after revocation. If the department or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under s. 181.1510 (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.

SB423,153,6 (5) Authority of registered agent. Revocation of a foreign corporation's certificate of authority does not terminate the authority of its registered agent.

SB423,153,14 181.1532 Appeal from revocation. (1) Right to appeal. A foreign corporation may appeal the department's revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none exists in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 181.1510. 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 certificate of revocation.

SB423,153,17 (2) Permissible remedies. The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.

SB423,153,19 (3) Appeal of judicial decision. The court's final decision may be appealed as in other civil proceedings.

SB423,153,23 181.1533 Domestication of a foreign corporation. (1) Articles of domestication and certificate of authentication. (a) In general. A foreign corporation may become a domestic corporation by filing articles of domestication under par. (b) and a certificate of authentication under par. (c).

SB423,153,25 (b) Articles of domestication. Articles of domestication shall contain all of the following information:

SB423,154,1 1. The name of the corporation, which shall comply with s. 181.0401.

SB423,154,3 2. The text of restated articles of incorporation of the corporation, which shall comply with s. 181.0202.

SB423,154,5 3. A statement that the corporation has adopted an election to domesticate in accordance with sub. (2).

SB423,154,9 4. A statement that the corporation will file, with the appropriate entity in the jurisdiction where the foreign corporation is organized, articles of dissolution or an equivalent document having the effect of terminating the corporation's existence as a corporation organized under the laws of that jurisdiction.

SB423,154,15 (c) Certificate of authentication. A certificate of status or a document of similar import authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the domesticating corporation is incorporated. The certificate or document shall include the corporation's name and date of incorporation, and shall be dated no earlier than 60 days before its delivery.

SB423,154,19 (2) Election to domesticate. An election by a foreign corporation to become a domestic corporation shall be adopted in the same manner as is required, under the law of the jurisdiction where the domesticating corporation is organized, for a merger of that corporation into a domestic corporation.

SB423,154,23 (3) Effect of domestication. When a domestication under this section takes effect, s. 181.1106 applies to the domesticating corporation as if the domesticating corporation had merged with a newly incorporated domestic corporation, with the domesticating corporation being the surviving corporation.

SB423,155,3 (4) Effective date of domestication. A domestication under this section takes effect on the effective date of the articles of domestication under sub. (1). The department shall establish the date of incorporation of a domesticating corporation on its records from the information supplied in the certificate of authentication filed under sub. (1) (c).

SB423,155,7 (5) Notice of effective date of filing in foreign jurisdiction. (a) Within 60 days of the effective date of the filing described under sub. (1) (b) 4., the corporation shall file with the department a notice indicating the effective date of that filing in the foreign jurisdiction.

SB423,155,12 (b) Failure of the domesticating corporation to file the notice under par. (a) does not affect the validity of a domestication under this section. A domesticating corporation that fails to file the notice within the time required under par. (a) may be required to forfeit not more than $100. Each day of continued violation constitutes a separate offense.

SB423,155,14 Subchapter XVI Records and reports

SB423,155,19 181.1601 Corporate records. (1) Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under s. 181.0825.

SB423,155,21 (2) Accounting records. A corporation shall maintain appropriate accounting records.

SB423,155,25 (3) Membership records. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

SB423,156,2 (4) Form. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

SB423,156,4 (5) Copies at principal office. A corporation shall keep a copy of all of the following records at its principal office:

SB423,156,5 (a) Its articles of incorporation and all amendments to them currently in effect.

SB423,156,7 (b) Its bylaws or restated bylaws and all amendments to them currently in effect.

SB423,156,10 (c) Resolutions adopted by its board relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.

SB423,156,12 (d) The minutes of all meetings of members and records of all actions approved by the members for the past 3 years.

SB423,156,13 (e) The financial statements furnished for the past 3 years under s. 181.1620.

SB423,156,15 (f) A list of the names and business or home addresses of its current directors and officers.

SB423,156,17 (g) Its most recent annual report delivered to the department under s. 181.1622.

SB423,156,23 181.1602 Inspection of records by members. (1) Records at principal office. Subject to s. 181.1603 (3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in s. 181.1601 (5) if the member gives the corporation written notice or a written demand at least 5 business days before the date on which the member wishes to inspect and copy.

SB423,157,3 (2) Other records that may be inspected. A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of sub. (3) and gives the corporation written notice at least 5 business days before the date on which the member wishes to inspect and copy:

SB423,157,5 (a) Excerpts from any records required to be maintained under s. 181.1601 (1), to the extent not subject to inspection under sub. (1).

SB423,157,6 (b) Accounting records of the corporation.

SB423,157,7 (c) Subject to s. 181.1605, the membership list.

SB423,157,9 (3) When other records may be inspected. A member may inspect and copy the records identified in sub. (2) only if all of the following apply:

SB423,157,10 (a) The member's demand is made in good faith and for a proper purpose.

SB423,157,12 (b) The member describes with reasonable particularity the purpose and the records the member desires to inspect.

SB423,157,13 (c) The records are directly connected with this purpose.

SB423,157,14 (4) Applicability. This section does not affect any of the following:

SB423,157,16 (a) The right of a member to inspect records under s. 181.0720 or, if the member is in litigation with the corporation, to the same extent as any other litigant.

SB423,157,18 (b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

SB423,157,21 181.1603 Scope of inspection rights. (1) Agents and attorneys. A member's agent or attorney has the same inspection and copying rights as the member who the agent or attorney represents.

SB423,157,23 (2) Copies. The right to copy records under s. 181.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

SB423,158,2 (3) Reasonable charges. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

SB423,158,6 (4) Date of membership list. The corporation may comply with a member's demand to inspect the record of members under s. 181.1602 (2) (c) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

SB423,158,12 181.1604 Court-ordered inspection. (1) Records at principal office. If a corporation does not allow a member who complies with s. 181.1602 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

SB423,158,18 (2) Other records. If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with s. 181.1602 (2) and (3) may apply to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

SB423,158,23 (3) Payment of costs. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

SB423,159,3 (4) Restrictions on distribution of records. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.

SB423,159,9 181.1605 Limitations on use of membership list. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of a membership list may not be used for any of the following:

SB423,159,12 (1) Solicitation. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation.

SB423,159,13 (2) Commercial purposes. For any commercial purpose.

SB423,159,14 (3) Sale of list. To be sold to or purchased by any person.

SB423,159,22 181.1620 Financial statements for members. (1) Member may demand. A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

SB423,160,2 (2) Accountant's report or officer's statement. If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's financial accounting records that includes all of the following:

SB423,160,5 (a) A statement of the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.

SB423,160,7 (b) A description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

SB423,160,12 181.1621 Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or 181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

SB423,160,20 181.1622 Annual report for department. (1) Content. Each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the department an annual report under this section. The department shall forward by 1st class mail a report form to every corporation that has filed an annual report during the past 2 years. The department shall mail the report form no later than 60 days before the date on which the corporation is required by this chapter to file an annual report. The annual report shall include all of the following information:

SB423,160,22 (a) The name of the domestic corporation or foreign corporation and the state or country under whose law it is incorporated.

SB423,160,24 (b) The mailing address of its registered office and the name of its registered agent at that office in this state.

SB423,160,25 (c) The mailing address of its current principal office.

SB423,161,1 (d) The name and business address of each director and principal officer.

SB423,161,2 (e) A brief description of the nature of its business.

SB423,161,3 (f) Whether the corporation has members.

SB423,161,5 (2) Accuracy. 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.

SB423,161,9 (3) Filing deadline. (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated or domesticated under s. 181.1533, during the calendar year quarter in which the anniversary date of incorporation occurs.

SB423,161,13 (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department 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.

SB423,161,20 (4) Failure to contain required information. If an annual report does not contain the information required by this section, the department 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. 181.0141. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 181.0141 (5), the annual report is timely filed.

SB423,161,22 (5) Effective date of report. An annual report is effective on the date that it is filed by the department.

SB423,161,24 Subchapter XVII Transitional provisions

SB423,162,5 181.1701 Applicability of chapter. (1) Domestic corporations. (a) Except as provided in par. (b), this chapter applies to all corporations in existence on the effective date of this paragraph .... [revisor inserts date], that were incorporated under or have elected to become subject to ch. 181, 1995 stats., and all corporations without stock organized under corresponding prior general corporation laws.

SB423,162,10 (b) A domestic corporation without stock not organized as provided under par. (a) is not subject to this chapter but may at any time elect to become subject to this chapter by filing restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter.

SB423,162,16 (c) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation.

SB423,162,19 (d) An industrial development agency formed under s. 59.57 (2) shall, to the extent not inconsistent with that subsection, conduct and administer its business in accordance with this chapter.

SB423,162,22 (2) Foreign corporations. This chapter applies to all foreign corporations transacting business in this state beginning on the effective date of this subsection .... [revisor inserts date].

SB423,162,24 181.1703 Saving provisions. (1) Effect of repeal. Except as provided in sub. (2), the repeal of a statute by this chapter does not affect any of the following:

SB423,162,25 (a) The operation of the statute or any action taken under it before its repeal.

SB423,163,2 (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal.

SB423,163,4 (c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.

SB423,163,7 (d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

SB423,163,10 (e) Any meeting of members or the board or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or a board or action by written consent.

SB423,163,14 (2) Penalties and punishments. If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.