SB423: Bill Text

SB423,27,20 Chapter 181 Nonstock corporations

SB423,27,22 Subchapter I General provisions

SB423,27,23 181.0103 Definitions. In this chapter:

SB423,27,25 (1) "Articles of incorporation" includes amended and restated articles of incorporation and articles of domestication.

SB423,28,2 (2) "Board" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.

SB423,28,5 (3) "Bylaws" means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated.

SB423,28,9 (4) "Class" means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships.

SB423,28,12 (5) "Corporation" or "domestic corporation" means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is subject to the provisions of this chapter, except a foreign corporation.

SB423,28,14 (6) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.

SB423,28,16 (7) "Delivery" means personal delivery or delivery by mail, facsimile or other electronic means.

SB423,28,17 (8) "Department" means the department of financial institutions.

SB423,28,21 (9) "Director" means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals' successors, and an individual elected or appointed by any other name or title to act as a member of the board.

SB423,28,25 (10) "Distribution" means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.

SB423,29,2 (11) "Employe" does not include an officer or director who is not otherwise employed by the corporation.

SB423,29,3 (12) "Entity" means any person other than a natural person.

SB423,29,5 (13) "Foreign corporation" means a nonstock corporation organized under a law other than the law of this state.

SB423,29,8 (14) "Individual" means a natural person. Except in ss. 181.0802 and 181.0840, "individual" includes the estate of an incompetent or deceased natural person.

SB423,29,10 (15) "Member" means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

SB423,29,12 (16) "Membership" means the rights and obligations that a member has under a corporation's articles of incorporation and bylaws and this chapter.

SB423,29,15 (17) "Nonprofit corporation" means any corporation, no part of the income of which is distributable to its members, directors or officers, except as authorized under s. 181.1302 (3).

SB423,29,16 (18) "Nonstock corporation" means a corporation without capital stock.

SB423,29,21 (19) "Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 181.1622, that is designated as the principal office in its most recent annual report.

SB423,29,23 (20) "Proceeding" includes a civil suit and criminal, administrative and investigatory action.

SB423,29,25 (21) "Record date" means the date established under s. 181.0707 on which a corporation determines the identity of its members for the purposes of this chapter.

SB423,30,3 (22) "Secretary" means the corporate officer to whom the board has delegated responsibility under s. 181.0840 (1) for custody of the minutes of the board's meetings and members' meetings and for authenticating the records of the corporation.

SB423,30,5 (23) "Signed" includes any symbol executed or adopted by a party with present intention to authenticate a writing.

SB423,30,6 (24) "Stock corporation" means a corporation with capital stock.

SB423,30,7 (25) "Vote" includes authorization by written ballot and written consent.

SB423,30,11 181.0120 Filing requirements. (1) General requirements. Except as provided in sub. (4), a document required or permitted to be filed under this chapter with the department must satisfy all of the following requirements to be filed under s. 181.0125 (2) (a):

SB423,30,13 (a) Contain the information required by this chapter, although it may also contain other information.

SB423,30,14 (c) Be in the English language, except that:

SB423,30,16 1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.

SB423,30,19 2. The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.

SB423,30,20 (d) Contain the name of the drafter, if required by s. 182.01 (3).

SB423,30,21 (e) Be executed in accordance with sub. (3).

SB423,30,23 (f) Be on the form prescribed by the department if the document is described in s. 181.0121 (1).

SB423,30,25 (g) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 181.0122.

SB423,31,3 (2) Filing by department. The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are signed and satisfy this section.

SB423,31,5 (3) Execution requirements. (a) Any of the following persons may execute a document described in s. 181.0122 (1) (a), (b), (g) to (j), (m) to (s) and (u) to (z):

SB423,31,6 1. An officer of the domestic corporation or foreign corporation.

SB423,31,8 2. If directors have not been selected or the corporation has not been formed, an incorporator.

SB423,31,10 3. If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.

SB423,31,13 (c) The person executing a document shall sign it and, beneath or opposite the signature, state his or her name and the capacity in which he or she signs. The document may but need not contain any of the following:

SB423,31,14 1. The corporate seal.

SB423,31,16 2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.

SB423,31,17 3. An acknowledgment, verification or proof.

SB423,31,20 (4) Waiver. The department 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.

SB423,31,22 181.0121 Forms. (1) Required forms. (a) The department shall prescribe and furnish on request forms for all of the following documents:

SB423,31,24 1. A foreign corporation's application for a certificate of authority to transact business in this state under s. 181.1503.

SB423,32,2 2. A foreign corporation's application for a certificate of withdrawal under s. 181.1520.

SB423,32,4 3. A domestic corporation's or foreign corporation's annual report under s. 181.1622.

SB423,32,7 (b) The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520 and 181.1622, respectively.

SB423,32,8 (c) Use of a form prescribed under par. (a) is mandatory.

SB423,32,11 (2) Permissive forms. The department 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.

SB423,32,15 181.0122 Filing and service fees. (1) Filing fee schedule. The department shall collect the following fees when the documents described in this subsection are delivered to the department for filing or, under pars. (e) and (f), when the telephone applications are made:

SB423,32,16 (a) Articles of incorporation, $35.

SB423,32,17 (b) Application for use of an indistinguishable name, $10.

SB423,32,18 (c) Written application for a reserved name, $10.

SB423,32,19 (d) Written application for renewal of a reserved name, $10.

SB423,32,20 (e) Telephone application for a reserved name, $20.

SB423,32,21 (f) Telephone application for renewal of a reserved name, $20.

SB423,32,22 (g) Application for a registered name, $25.

SB423,32,23 (h) Application for renewal of a registered name, $25.

SB423,32,24 (i) Notice of transfer of a reserved name or of a registered name, $10.

SB423,33,2 (j) Subject to sub. (3) (e), domestic corporation's or foreign corporation's statement of change of a registered agent or a registered office, or both, $10.

SB423,33,6 (k) Agent's statement of change of a registered office, $10 for each affected domestic corporation or foreign corporation, except that if simultaneous filings are made the fee is reduced to $1 for each affected domestic corporation or foreign corporation in excess of 200.

SB423,33,7 (L) Agent's statement of resignation, $10.

SB423,33,8 (m) Amendment of articles of incorporation, $25.

SB423,33,9 (n) Restatement of articles of incorporation, with or without amendments, $25.

SB423,33,11 (o) Articles of merger, $30 for each domestic corporation and each foreign corporation authorized to transact business in this state that is a party to the merger.

SB423,33,12 (om) Articles of domestication, $35.

SB423,33,13 (p) Articles of dissolution, $10.

SB423,33,14 (q) Articles of revocation of dissolution, $10.

SB423,33,15 (r) Application for reinstatement following an administrative dissolution, $35.

SB423,33,16 (s) Certificate of reinstatement, $10.

SB423,33,17 (t) Certificate of judicial dissolution, $10.

SB423,33,18 (u) Application for a certificate of authority, $45.

SB423,33,19 (v) Application for an amended certificate of authority, $30.

SB423,33,20 (w) Application for a certificate of withdrawal, $30.

SB423,33,21 (x) Annual report of a domestic corporation, $10.

SB423,33,22 (y) Annual report of a foreign corporation, $15.

SB423,33,23 (z) Articles of correction, $10.

SB423,33,25 (zm) Request for certificate or statement of status, $5 or, if information other than the information provided under s. 181.0128 (2) is requested, $10.

SB423,34,4 (2) Process fee. The department shall collect a $10 fee each time process is served on the department under this chapter. The party to a civil, criminal, administrative or investigatory proceeding who is causing service of process may recover this fee as costs if the party prevails in the proceeding.

SB423,34,6 (3) Prohibited fees. The department may not collect a fee for any of the following:

SB423,34,8 (a) Filing a certificate of administrative dissolution or a certificate of revocation of authority to transact business.

SB423,34,9 (b) Providing a confirmation of status by telephone.

SB423,34,10 (c) Filing a director or principal officer statement under s. 181.0860 (1).

SB423,34,12 (d) Filing a director or principal officer resignation statement under s. 181.0860 (2).