SB423: Bill Text

SB423,49,22 (15) Donations. Make donations and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.

SB423,49,24 (16) Dues. Impose dues, assessments, admission and transfer fees upon its members.

SB423,50,2 (17) Admission of members. Establish conditions for admission of members, admit members and issue memberships.

SB423,50,3 (18) Businesses. Carry on a business.

SB423,50,5 (19) Other. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

SB423,50,7 181.0303 Emergency powers. (1) Definition. In this section, "emergency" has the meaning given in s. 181.0207 (1).

SB423,50,9 (2) Powers. In anticipation of or during an emergency, the board or members of a corporation may do all of the following:

SB423,50,11 (a) Modify lines of succession to accommodate the incapacity of a director, officer, employe or agent.

SB423,50,13 (b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

SB423,50,15 (3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:

SB423,50,18 (a) The corporation need give notice of a meeting of the board only to those directors whom it is practicable to reach and the corporation may give notice in any practicable manner, including by publication and radio.

SB423,50,21 (b) One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

SB423,50,25 (4) Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, member, employe or agent.

SB423,51,5 181.0304 Effect of unauthorized corporate acts. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, except that lack of capacity or power may be asserted in all of the following cases:

SB423,51,17 (1) Proceedings by members or directors. A proceeding by a member or director against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding, and if the court considers the same to be equitable, set aside and enjoin the performance of the contract. The court may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them as a result of the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract may not be awarded by the court as a loss or damage sustained.

SB423,51,21 (2) Proceedings by the corporation. A proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.

SB423,51,24 (3) Proceedings by the attorney general. A proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.

SB423,52,3 181.0320 Private foundations. (1) Prohibited acts. A private foundation, as defined in section 509 (a) of the Internal Revenue Code, may not do any of the following:

SB423,52,6 (a) Engage in any act of self-dealing, as defined in section 4941 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4941 (a) of the Internal Revenue Code.

SB423,52,9 (b) Retain any excess business holdings, as defined in section 4943 (c) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4943 (a) of the Internal Revenue Code.

SB423,52,13 (c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by section 4944 (a) of the Internal Revenue Code.

SB423,52,16 (d) Make any taxable expenditures, as defined in section 4945 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4945 (a) of the Internal Revenue Code.

SB423,52,21 (2) Required distributions. Each corporation that is a private foundation, as defined in section 509 of the Internal Revenue Code, shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942 (a) of the Internal Revenue Code.

SB423,53,2 (3) Exceptions. Subsections (1) and (2) do not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.

SB423,53,5 (4) Powers of courts and attorney general. This section does not impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.

SB423,53,9 181.0330 Offer and sale of securities. A corporation or a foreign corporation may not offer or sell any of its securities in this state, unless the securities are registered under ch. 551 or unless the securities or the offer or sale of the securities is exempt from registration under ch. 551.

SB423,53,11 Subchapter IV Name

SB423,53,13 181.0401 Corporate name. (1) General requirements. (a) The corporate name of a corporation:

SB423,53,16 1. Shall contain the word "corporation", "incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like import in another language, except as provided in par. (b).

SB423,53,19 2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by s. 181.0301 and its articles of incorporation.

SB423,53,21 (b) A corporation in existence on the effective date of this paragraph .... [revisor inserts date], need not change its name to comply with par. (a) 1.

SB423,53,24 (2) Distinguishability. (a) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:

SB423,54,2 1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.

SB423,54,4 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

SB423,54,6 3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183 or 185.

SB423,54,9 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3), respectively.

SB423,54,11 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

SB423,54,13 6. The name of a limited partnership formed under the laws of, or registered in, this state.

SB423,54,15 7. The name of a cooperative association incorporated or authorized to transact business in this state.

SB423,54,17 8. The name of a limited liability company organized under the laws of, or registered in, this state.

SB423,54,19 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

SB423,54,24 (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.

SB423,55,4 (3) Application to use nondistinguishable name. A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:

SB423,55,9 (a) The other corporation or the foreign corporation, limited liability company, stock 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 to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

SB423,55,12 (b) The applicant delivers to the department 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.

SB423,55,16 (4) Corporate reorganizations. A corporation may use the name, including the fictitious name, that is used in this state by another domestic or foreign corporation or stock corporation authorized to transact business in this state if the corporation proposing to use the name has done any of the following:

SB423,55,17 (a) Merged with the other domestic or foreign corporation or stock corporation.

SB423,55,19 (b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation.

SB423,55,21 (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic or foreign corporation or stock corporation.

SB423,56,8 181.0402 Reserved name. (1) Reservation of names. 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 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 finds that the corporate name applied for under this subsection is available, the department 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 shall cancel the reservation or renewal if the department does not receive the fee required under s. 181.0122 (1) (e) or (f) within 15 business days after the application is made.

SB423,56,12 (2) Transfer of reserved name. 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 a written and signed notice of the transfer that states the name and address of the transferee.

SB423,56,17 181.0403 Registered name. (1) By foreign corporation. (a) A foreign corporation may register its corporate name if the name is distinguishable upon the records of the department from the names described in s. 181.1506 (2) and if the foreign corporation delivers to the department for filing an application complying with par. (b).

SB423,56,20 (b) A foreign corporation's application to register a corporate name shall be accompanied by a certificate of status or similar document from the state or country of incorporation and shall include all of the following information:

SB423,56,21 1. The foreign corporation's corporate name.

SB423,56,22 2. The state or country and the date of its incorporation.

SB423,56,23 3. The street address of its principal office.

SB423,57,3 (c) The registration expires December 31. The foreign corporation may renew its registration by delivering to the department 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.

SB423,57,9 (2) Merger, name change or dissolution. (a) A corporation may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the corporation, simultaneously with the delivery for filing of the articles of merger, the articles of dissolution, or the articles of amendment or the restated articles of incorporation that change the corporate name.

SB423,57,13 (b) A foreign corporation may, upon change of name, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the foreign corporation, simultaneously with the delivery for filing of an application for an amended certificate of authority that changes the corporate name.

SB423,57,15 (3) Effective date. A corporate name is registered under sub. (1) or (2) for the applicant's exclusive use on the effective date of the application.

SB423,57,19 (3m) Transfer of registered name. 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 a written and signed notice of the transfer that states the name and address of the transferee.

SB423,58,2 (4) Termination of registered name. (a) A foreign corporation whose registration is effective under sub. (1) may thereafter apply for a certificate of authority under the registered name or consent in writing to the use of that name by a domestic corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority or consents to another foreign corporation obtaining a certificate of authority under the registered name.

SB423,58,8 (b) The holder of a registration effective under sub. (2) may thereafter incorporate as a domestic corporation or obtain a certificate of authority under the registered name or consent in writing to use of that name by a domestic corporation thereafter incorporated under this chapter or by a foreign corporation thereafter authorized to transact business in this state. The registration terminates when any of the following occurs:

SB423,58,10 1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.

SB423,58,12 2. The domestic corporation that has consent to use the registered name is incorporated.

SB423,58,14 3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.

SB423,58,16 Subchapter V Office and agent

SB423,58,20 181.0501 Registered office and registered agent. Each corporation shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following:

SB423,58,22 (1) Individuals. An individual who resides in this state and whose business office is identical with the registered office.

SB423,58,25 (2) Domestic entities. A domestic corporation, stock corporation or limited liability company, incorporated or organized in this state, whose business office is identical with the registered office.

SB423,59,3 (3) Foreign entities. A foreign corporation, stock corporation or limited liability company, authorized to transact business in this state, whose business office is identical with the registered office.

SB423,59,6 181.0502 Change of registered office or registered agent. (1) Methods of changing office or agent. A corporation may change its registered office or registered agent, or both, by doing any of the following:

SB423,59,7 (a) Delivering to the department for filing a statement of change.

SB423,59,10 (b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of incorporation, in a restatement of its articles of incorporation or in articles of merger.

SB423,59,14 (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. 181.1622. A change under this paragraph is effective on the date on which the annual report is filed by the department.

SB423,59,16 (2) Contents of statement of change. Except as provided in sub. (3), a statement of change shall include all of the following information:

SB423,59,18 (a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.

SB423,59,19 (b) The name of its registered agent, as changed.

SB423,59,20 (c) The street address of its registered agent, as changed.

SB423,59,22 (d) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

SB423,60,3 (3) Registered agent change of address. 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 for filing a statement that complies with sub. (2) and recites that the corporation has been notified of the change.

SB423,60,7 181.0503 Resignation of registered agent. (1) Statement of resignation. The registered agent of a corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:

SB423,60,8 (a) The name of the corporation for which the registered agent is acting.

SB423,60,9 (b) The name of the registered agent.

SB423,60,11 (c) The street address of the corporation's current registered office and its principal office.

SB423,60,12 (d) A statement that the registered agent resigns.

SB423,60,13 (e) If applicable, a statement that the registered office is also discontinued.

SB423,60,15 (2) Notice to corporation. After filing the statement, the department shall mail a copy to the corporation at its principal office.

SB423,60,17 (3) Effective date. The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following: