AB854,195,87 180.0103 (9m) “General cooperative association" means, with respect to a
8Wisconsin cooperative, a cooperative organized under ch. 185.
AB854,195,13 9(9r) “Governing law" means, with respect to an entity, the law of the
10jurisdiction that collectively governs its internal affairs and the liability of the
11persons associated with the entity for a debt, obligation, or other liability of the entity
12under s. 180.0105 or the corresponding applicable law with respect to entities other
13than domestic corporations.
AB854,149 14Section 149. 180.0103 (11g) and (11i) of the statutes are created to read:
AB854,195,1715 180.0103 (11g) “Jurisdiction," used to refer to a political entity, means the
16United States, a state, a foreign country, or a political subdivision of a foreign
17country.
AB854,195,19 18(11i) “Limited cooperative association" means, with respect to a Wisconsin
19cooperative, a cooperative organized under ch. 193.
AB854,150 20Section 150. 180.0103 (11m) of the statutes is amended to read:
AB854,196,221 180.0103 (11m) “Person" includes means an individual and an entity, business
22corporation, nonprofit or nonstock corporation, partnership, limited partnership,
23limited liability company, general cooperative association, limited cooperative
24association, unincorporated association, statutory trust, business trust,
25common-law business trust, estate, trust, association, joint venture, public

1corporation, government or governmental subdivision, agency, or instrumentality, or
2any other legal or commercial entity
.
AB854,151 3Section 151. 180.0103 (12g) of the statutes is created to read:
AB854,196,54 180.0103 (12g) “Property" means all property, whether real, personal, or mixed
5or tangible or intangible, or any right or interest therein.
AB854,152 6Section 152 . 180.0103 (12r) of the statutes is created to read:
AB854,196,97 180.0103 (12r) “Record," used as a noun, means information that is inscribed
8on a tangible medium or that is stored in an electronic or other medium and is
9retrievable in perceivable form.
AB854,153 10Section 153. 180.0103 (13m) of the statutes is created to read:
AB854,196,1311 180.0103 (13m) “Registered agent" means an agent of a corporation or foreign
12corporation that is authorized to receive service of any process, notice, or demand
13required or permitted by law to be served on the corporation or foreign corporation.
AB854,154 14Section 154. 180.0103 (16m) of the statutes is created to read:
AB854,196,1715 180.0103 (16m) “State" means a state of the United States, the District of
16Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession
17subject to the jurisdiction of the United States.
AB854,155 18Section 155. 180.0103 (17g) of the statutes is created to read:
AB854,196,1919 180.0103 (17g) “Transfer" includes all of the following:
AB854,196,2020 (a) An assignment.
AB854,196,2121 (b) A conveyance.
AB854,196,2222 (c) A sale.
AB854,196,2323 (d) A lease.
AB854,196,2424 (e) An encumbrance, including a mortgage or security interest.
AB854,196,2525 (f) A gift.
AB854,197,1
1(g) A transfer by operation of law.
AB854,156 2Section 156. 180.0105 of the statutes is created to read:
AB854,197,4 3180.0105 Governing law. (1) The law of this state governs all of the internal
4affairs of a corporation.
AB854,197,8 5(2) The fact that one or more shareholders of a corporation are, or are not,
6subject to tax on the income of the corporation shall have no effect on the application
7of the law of this state under sub. (1) other than as a fact to be taken into account in
8the application of such law.
AB854,157 9Section 157 . 180.0112 of the statutes is created to read:
AB854,197,12 10180.0112 Delivery of a record. (1) Except as otherwise provided in this
11chapter, permissible means of delivery of a record include delivery by hand, mail,
12conventional commercial practice, and electronic transmission.
AB854,197,14 13(2) Delivery to the department is effective only when a record is received by the
14department.
AB854,158 15Section 158 . 180.0120 (1) (intro.) of the statutes is amended to read:
AB854,197,2016 180.0120 (1) (intro.) Except as provided in Subject to sub. (4), a document
17required or permitted
to be filed under by the department pursuant to this chapter
18with the department must, a record must be received by the department, comply with
19this chapter, and
satisfy all of the following requirements to be filed under s.
20180.0125 (2) (a)
:
AB854,159 21Section 159. 180.0120 (1) (g) of the statutes is amended to read:
AB854,197,2422 180.0120 (1) (g) Be delivered to the department for filing and be accompanied
23by one exact or conformed copy and the filing fee required by s. 180.0122 unless and
24to the extent the department permits electronic delivery of records
.
AB854,160 25Section 160. 180.0120 (3) (a) (intro.) of the statutes is amended to read:
AB854,198,2
1180.0120 (3) (a) (intro.) Any of the following persons may execute a document
2described in s. 180.0122 (1) (a), (b), (h) to (j), (Lg), (m) to (r) and (u) to (ym) par. (am):
AB854,161 3Section 161. 180.0120 (3) (am) of the statutes is created to read:
AB854,198,44 180.0120 (3) (am) The documents to which par. (a) applies are the following:
AB854,198,55 1. Articles of incorporation.
AB854,198,66 2. An application for use of indistinguishable name.
AB854,198,77 3. An application for registered name or renewal of registered name.
AB854,198,88 4. A statement of change of registered office.
AB854,198,99 5. A director or principal officer statement under s. 180.0860 (1).
AB854,198,1010 6. Amendment of articles of incorporation.
AB854,198,1211 7. Restatement of articles of incorporation with or without amendment of
12articles.
AB854,198,1313 8. Articles of merger, conversion, interest exchange, or domestication.
AB854,198,1414 9. Articles of dissolution.
AB854,198,1515 10. Articles of revocation of dissolution.
AB854,198,1616 11. An application for reinstatement following administrative dissolution.
AB854,198,1717 12. An application for certificate of authority.
AB854,198,1818 13. An application for amended certificate of authority.
AB854,198,1919 14. An application for certificate of withdrawal.
AB854,198,2020 15. An annual report of a domestic corporation or foreign corporation.
AB854,198,2121 16. Articles of correction.
AB854,162 22Section 162. 180.0120 (5) and (6) of the statutes are created to read:
AB854,199,223 180.0120 (5) If law other than this chapter prohibits the disclosure by the
24department of information contained in a document delivered to the department for

1filing, the department shall file the document if the document otherwise complies
2with this chapter but may redact the information.
AB854,199,5 3(6) When a document is delivered to the department for filing, any fee required
4under s. 180.0122 and any fee, interest, or penalty required to be paid to the
5department must be paid in a manner permitted by the department.
AB854,163 6Section 163 . 180.0121 (1) (a) 4. of the statutes is amended to read:
AB854,199,87 180.0121 (1) (a) 4. An application for a certificate articles of conversion under
8s. 180.1161 (5).
AB854,164 9Section 164 . 180.0122 (1) (intro.) of the statutes is renumbered 180.0122 (1m)
10(intro.) and amended to read:
AB854,199,1411 180.0122 (1m) (intro.) Except as provided under sub. (5), the department shall
12collect the following fees when the documents records described in this subsection
13are delivered to the department for filing or, under pars. (e) and (f), the telephone
14applications are made:
AB854,165 15Section 165 . 180.0122 (1) (a) to (ym) of the statutes are renumbered 180.0122
16(1m) (a) to (ym).
AB854,166 17Section 166 . 180.0122 (1) (yr) of the statutes is renumbered 180.0122 (1m) (yr)
18and amended to read:
AB854,199,1919 180.0122 (1m) (yr) A certificate Articles of conversion, $150.
AB854,167 20Section 167 . 180.0122 (1) (z) of the statutes is repealed.
AB854,168 21Section 168 . 180.0122 (1g) of the statutes is created to read:
AB854,200,222 180.0122 (1g) Subject to subs. (1m) and (3), the department may collect a fee
23for filing, or providing a certified copy of, a record under this chapter. Any fee under
24this subsection shall be established by the department by rule. The department may
25also collect the fee established under s. 182.01 (4) (b) in connection with any request

1for a certificate of status under s. 180.0128 (1) to (3) or a statement of status under
2s. 180.0128 (4).
AB854,169 3Section 169 . 180.0122 (4) of the statutes is amended to read:
AB854,200,104 180.0122 (4) In addition to the fees required under sub. (1) (1m) or permitted
5under sub. (1g)
, the department shall may collect the expedited service fee
6established under s. 182.01 (4) (d) for processing in an expeditious manner a
7document record required or permitted to be filed with the department under this
8chapter and shall may collect the fee established under s. 182.01 (4) (f) for preparing
9in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a
10statement of status under s. 180.0128 (4).
AB854,170 11Section 170 . 180.0122 (5) of the statutes is amended to read:
AB854,200,1312 180.0122 (5) The department, by rule, may specify a larger fee for filing
13documents records described in sub. (1) (1m) in paper format.
AB854,171 14Section 171 . 180.0123 (title) of the statutes is amended to read:
AB854,200,15 15180.0123 (title) Effective date and time of document.
AB854,172 16Section 172 . 180.0123 (1) (a) (intro.) of the statutes is amended to read:
AB854,200,2017 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
18180.1622 (5) or 180.1921 (4), a document record filed by the department under this
19chapter is effective on the date that it is received by the department for filing and at
20any of the following times on that date:
AB854,173 21Section 173. 180.0124 (1) of the statutes is renumbered 180.0124 (1) (intro.)
22and amended to read:
AB854,200,2523 180.0124 (1) (intro.) A domestic corporation or foreign corporation may correct
24a document that is filed by the department before, on or after January 1, 1991, if the
25any of the following applies:
AB854,201,2
1(a) The document contains a statement that was incorrect at the time of filing
2or.
AB854,201,4 3(b) The document was defectively executed, including defects in any
4attestation, seal, verification, or acknowledgment.
AB854,174 5Section 174. 180.0124 (1) (c) of the statutes is created to read:
AB854,201,76 180.0124 (1) (c) The electronic transmission of the document to the department
7was defective.
AB854,175 8Section 175. 180.0124 (2) (d) of the statutes is created to read:
AB854,201,99 180.0124 (2) (d) Are signed by the person correcting the filed document.
AB854,176 10Section 176. 180.0125 (1) of the statutes is amended to read:
AB854,201,1611 180.0125 (1) Upon receipt of a document by the department for filing, the
12department shall stamp or otherwise endorse the date of receipt on the original, the
13document copy and, upon request, any additional document copy received. The
14department shall return any additional document copy to the person delivering it,
15as confirmation of the date of receipt. The duty of the department under this section
16is ministerial.
AB854,177 17Section 177. 180.0125 (2) (b) of the statutes is renumbered 180.0125 (2) (b)
18(intro.) and amended to read:
AB854,201,2319 180.0125 (2) (b) (intro.) If a domestic corporation or foreign corporation is in
20default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (yr)
21with respect to any of the following documents, the department shall refuse to file
22any document relating to the domestic corporation or foreign corporation until all
23delinquent fees are paid by the domestic corporation or foreign corporation.:
AB854,178 24Section 178. 180.0125 (2) (b) 1. to 19. of the statutes are created to read:
AB854,201,2525 180.0125 (2) (b) 1. Articles of incorporation.
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