SB423,30,2020 (d) Contain the name of the drafter, if required by s. 182.01 (3).
SB423,30,2121 (e) Be executed in accordance with sub. (3).
SB423,30,2322 (f) Be on the form prescribed by the department if the document is described
23in s. 181.0121 (1).
SB423,30,2524 (g) Be delivered to the department for filing and be accompanied by one exact
25or conformed copy and the filing fee required by s. 181.0122.
SB423,31,3
1(2) Filing by department. The department shall file photocopies or other
2reproduced copies of typewritten or printed documents if the copies are signed and
3satisfy this section.
SB423,31,5 4(3) Execution requirements. (a) Any of the following persons may execute a
5document described in s. 181.0122 (1) (a), (b), (g) to (j), (m) to (s) and (u) to (z):
SB423,31,66 1. An officer of the domestic corporation or foreign corporation.
SB423,31,87 2. If directors have not been selected or the corporation has not been formed,
8an incorporator.
SB423,31,109 3. If the domestic corporation or foreign corporation is in the hands of a receiver,
10trustee or other court-appointed fiduciary, the fiduciary.
SB423,31,1311 (c) The person executing a document shall sign it and, beneath or opposite the
12signature, state his or her name and the capacity in which he or she signs. The
13document may but need not contain any of the following:
SB423,31,1414 1. The corporate seal.
SB423,31,1615 2. An attestation by the secretary or an assistant secretary of the domestic
16corporation or foreign corporation.
SB423,31,1717 3. An acknowledgment, verification or proof.
SB423,31,20 18(4) Waiver. The department may waive any of the requirements of subs. (1)
19to (3) if it appears from the face of the document that the document's failure to satisfy
20the requirement is immaterial.
SB423,31,22 21181.0121 Forms. (1) Required forms. (a) The department shall prescribe
22and furnish on request forms for all of the following documents:
SB423,31,2423 1. A foreign corporation's application for a certificate of authority to transact
24business in this state under s. 181.1503.
SB423,32,2
12. A foreign corporation's application for a certificate of withdrawal under s.
2181.1520.
SB423,32,43 3. A domestic corporation's or foreign corporation's annual report under s.
4181.1622.
SB423,32,75 (b) The forms prescribed by the department under par. (a) 1. and 2. shall require
6disclosure of only the information required under ss. 181.1503, 181.1520 and
7181.1622, respectively.
SB423,32,88 (c) Use of a form prescribed under par. (a) is mandatory.
SB423,32,11 9(2) Permissive forms. The department may prescribe and furnish on request
10forms for other documents required or permitted to be filed by this chapter, but use
11of these forms is not mandatory.
SB423,32,15 12181.0122 Filing and service fees. (1) Filing fee schedule. The department
13shall collect the following fees when the documents described in this subsection are
14delivered to the department for filing or, under pars. (e) and (f), when the telephone
15applications are made:
SB423,32,1616 (a) Articles of incorporation, $35.
SB423,32,1717 (b) Application for use of an indistinguishable name, $10.
SB423,32,1818 (c) Written application for a reserved name, $10.
SB423,32,1919 (d) Written application for renewal of a reserved name, $10.
SB423,32,2020 (e) Telephone application for a reserved name, $20.
SB423,32,2121 (f) Telephone application for renewal of a reserved name, $20.
SB423,32,2222 (g) Application for a registered name, $25.
SB423,32,2323 (h) Application for renewal of a registered name, $25.
SB423,32,2424 (i) Notice of transfer of a reserved name or of a registered name, $10.
SB423,33,2
1(j) Subject to sub. (3) (e), domestic corporation's or foreign corporation's
2statement of change of a registered agent or a registered office, or both, $10.
SB423,33,63 (k) Agent's statement of change of a registered office, $10 for each affected
4domestic corporation or foreign corporation, except that if simultaneous filings are
5made the fee is reduced to $1 for each affected domestic corporation or foreign
6corporation in excess of 200.
SB423,33,77 (L) Agent's statement of resignation, $10.
SB423,33,88 (m) Amendment of articles of incorporation, $25.
SB423,33,99 (n) Restatement of articles of incorporation, with or without amendments, $25.
SB423,33,1110 (o) Articles of merger, $30 for each domestic corporation and each foreign
11corporation authorized to transact business in this state that is a party to the merger.
SB423,33,1212 (om) Articles of domestication, $35.
SB423,33,1313 (p) Articles of dissolution, $10.
SB423,33,1414 (q) Articles of revocation of dissolution, $10.
SB423,33,1515 (r) Application for reinstatement following an administrative dissolution, $35.
SB423,33,1616 (s) Certificate of reinstatement, $10.
SB423,33,1717 (t) Certificate of judicial dissolution, $10.
SB423,33,1818 (u) Application for a certificate of authority, $45.
SB423,33,1919 (v) Application for an amended certificate of authority, $30.
SB423,33,2020 (w) Application for a certificate of withdrawal, $30.
SB423,33,2121 (x) Annual report of a domestic corporation, $10.
SB423,33,2222 (y) Annual report of a foreign corporation, $15.
SB423,33,2323 (z) Articles of correction, $10.
SB423,33,2524 (zm) Request for certificate or statement of status, $5 or, if information other
25than the information provided under s. 181.0128 (2) is requested, $10.
SB423,34,4
1(2) Process fee. The department shall collect a $10 fee each time process is
2served on the department under this chapter. The party to a civil, criminal,
3administrative or investigatory proceeding who is causing service of process may
4recover this fee as costs if the party prevails in the proceeding.
SB423,34,6 5(3) Prohibited fees. The department may not collect a fee for any of the
6following:
SB423,34,87 (a) Filing a certificate of administrative dissolution or a certificate of revocation
8of authority to transact business.
SB423,34,99 (b) Providing a confirmation of status by telephone.
SB423,34,1010 (c) Filing a director or principal officer statement under s. 181.0860 (1).
SB423,34,1211 (d) Filing a director or principal officer resignation statement under s. 181.0860
12(2).
SB423,34,1513 (e) Filing a domestic corporation's or a foreign corporation's statement of
14change of registered office if the only change is a change to the address and if all of
15the following apply:
SB423,34,1816 1. The new address is the result of a change in the way a county, city, village
17or town or the U. S. postal service describes the physical location of the registered
18office.
SB423,34,2019 2. A copy of the notice indicating the new address is submitted with the
20statement.
SB423,34,2121 3. The physical location of the registered office has not changed.
SB423,35,2 22(4) Expedited service fee. In addition to the fees required under sub. (1), the
23department shall collect the expedited service fee under s. 182.01 (4) for processing,
24in an expeditious manner, a document required or permitted to be filed under this

1chapter or for preparing, in an expeditious manner, a certificate of status under s.
2181.0128 (2) or a statement of status under s. 181.0128 (4).
SB423,35,6 3181.0123 Effective date and time of document. (1) In general. (a) Except
4as provided in sub. (2) or s. 181.0124 (3) or 181.1622 (5), a document filed by the
5department under this chapter is effective on the date that it is received by the
6department for filing and at any of the following times on that date:
SB423,35,77 1. The time of day specified in the document as its effective time.
SB423,35,88 2. If no effective time is specified, at the close of business.
SB423,35,109 (b) The date that a document is received by the department is determined by
10the department's endorsement on the original document under s. 181.0125 (1).
SB423,35,16 11(2) Delayed effective date and time. A document may specify a delayed
12effective date and time, except that the effective date may not be more than 90 days
13after the date that it is received for filing. If a document specifies a delayed effective
14date and time in accordance with this subsection, the document is effective at the
15time and date specified. If a delayed effective date but no time is specified, the
16document is effective at the close of business on that date.
SB423,35,22 17181.0124 Correcting filed document. (1) When a document may be
18corrected.
A domestic corporation or foreign corporation may correct a document
19that is filed by the department before, on or after the effective date of this subsection
20.... [revisor inserts date], if the document contains a statement that was incorrect at
21the time of filing or was defectively executed, including defects in any attestation,
22seal, verification or acknowledgment.
SB423,35,25 23(2) How document corrected. To correct a document under sub. (1), a domestic
24corporation or foreign corporation shall prepare and deliver to the department for
25filing articles of correction that satisfy all of the following:
SB423,36,2
1(a) Describe the document, including its filing date, or include a copy of the
2document.
SB423,36,43 (b) Specify the incorrect statement and the reason that it is incorrect, or specify
4the manner in which the execution was defective, whichever is applicable.
SB423,36,55 (c) Correct the incorrect statement or defective execution.
SB423,36,7 6(3) Effective date. (a) Except as provided in par. (b), articles of correction are
7effective on the effective date of the document that they correct.
SB423,36,98 (b) With respect to persons relying on the uncorrected document and adversely
9affected by the correction, the articles of correction are effective when filed.
SB423,36,14 10181.0125 Filing duty of department. (1) Date of receipt. Upon receipt of
11a document by the department for filing, the department shall stamp or otherwise
12endorse the date of receipt on the original, the document copy and, upon request, any
13additional document copy received. The department shall return any additional
14document copy to the person delivering it, as confirmation of the date of receipt.
SB423,36,21 15(2) Required endorsement. (a) Except as provided in par. (b), if a document
16satisfies s. 181.0120 and the terms of the document satisfy, if applicable, s. 181.0401
17(1) and (2) or 181.1506 (1) and (2), the department shall file the document by
18stamping or otherwise endorsing "Filed", together with the department name, on
19both the original and the document copy. After filing a document, the department
20shall deliver the document copy to the domestic corporation or foreign corporation,
21or its representative.
SB423,37,222 (b) If a domestic corporation or foreign corporation is in default in the payment
23of any fee required under s. 181.0122 (1) (a) to (j) and (m) to (z), the department shall
24refuse to file any document relating to the domestic corporation or foreign

1corporation until all delinquent fees are paid by the domestic corporation or foreign
2corporation.
SB423,37,7 3(3) Refusal to file. (a) If the department refuses to file a document, the
4department shall return it to the domestic corporation or foreign corporation, or its
5representative, within 5 business days after the document was received by the
6department for filing, together with a brief, written explanation of the reason for the
7refusal.
SB423,37,98 (b) The department's failure to either file or return a document within 5
9business days after it was received constitutes a refusal to file the document.
SB423,37,1110 (bm) Paragraphs (a) and (b) do not apply to an annual report submitted for
11filing under s. 181.1622.
SB423,37,1812 (c) Except as provided in s. 181.0124 (3), if a document that had been refused
13for filing by the department is resubmitted and filed by the department, the effective
14date of the filed document under s. 181.0123 is the date that the resubmitted
15document is received by the department for filing or a delayed effective date specified
16in the resubmitted document in accordance with s. 181.0123 (2). The effective time
17of the resubmitted document shall be determined under s. 181.0123 (1) or (2),
18whichever is applicable.
SB423,37,20 19(4) Effect of refusal. Except as provided in s. 181.0203 (2), the department's
20filing of a document or refusal to file a document does not do any of the following:
SB423,37,2121 (a) Affect the validity or invalidity of the document in whole or part.
SB423,37,2322 (b) Relate to the correctness or incorrectness of information contained in the
23document.
SB423,37,2524 (c) Create a presumption that the document is valid or invalid or that
25information contained in the document is correct or incorrect.
SB423,38,9
1181.0126 Appeal from department's refusal to file document. (1) How
2appealed.
If the department refuses to file a document received by its office for filing,
3the domestic corporation or foreign corporation may appeal the refusal by filing a
4petition in circuit court to compel the department to file the document. The domestic
5corporation or foreign corporation shall file the petition in the circuit court for the
6county where the domestic corporation's or foreign corporation's principal office or,
7if none in this state, its registered office is or will be located. The domestic
8corporation or foreign corporation shall attach to the petition the document and any
9explanation by the department of the reasons for the refusal to file.
SB423,38,15 10(2) Filing deadlines. The domestic corporation or foreign corporation shall file
11the petition under sub. (1) within 30 days after the department returns the document
12under s. 181.0125 (3) (a). If the department does not return the document within the
13period specified in s. 181.0125 (3) (b), the domestic corporation or foreign corporation
14shall file the petition within 30 days after the period specified in s. 181.0125 (3) (b)
15expires.
SB423,38,18 16(3) Remedies. The court may summarily order the department to file the
17document or take other action that the court considers appropriate. The court's final
18decision may be appealed as in other civil proceedings.
SB423,38,21 19181.0127 Evidentiary effect of copy of filed document. A certified copy
20of a document filed by the department is conclusive evidence that the original
21document is on file with the department.
SB423,38,24 22181.0128 Confirmation of status. (1) Who may request. Any person may
23obtain from the department, upon request, a certificate of status for a domestic
24corporation or foreign corporation.
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