AB854: Bill Text

AB854,195,8 180.0103 (9m) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

AB854,195,13 (9r) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 180.0105 or the corresponding applicable law with respect to entities other than domestic corporations.

AB854,149 Section 149. 180.0103 (11g) and (11i) of the statutes are created to read:

AB854,195,17 180.0103 (11g) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

AB854,195,19 (11i) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

AB854,150 Section 150. 180.0103 (11m) of the statutes is amended to read:

AB854,196,2 180.0103 (11m) “Person" includes means an individual and an entity, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

AB854,151 Section 151. 180.0103 (12g) of the statutes is created to read:

AB854,196,5 180.0103 (12g) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

AB854,152 Section 152 . 180.0103 (12r) of the statutes is created to read:

AB854,196,9 180.0103 (12r) “Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

AB854,153 Section 153. 180.0103 (13m) of the statutes is created to read:

AB854,196,13 180.0103 (13m) “Registered agent" means an agent of a corporation or foreign corporation that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the corporation or foreign corporation.

AB854,154 Section 154. 180.0103 (16m) of the statutes is created to read:

AB854,196,17 180.0103 (16m) “State" means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

AB854,155 Section 155. 180.0103 (17g) of the statutes is created to read:

AB854,196,19 180.0103 (17g) “Transfer" includes all of the following:

AB854,196,20 (a) An assignment.

AB854,196,21 (b) A conveyance.

AB854,196,22 (c) A sale.

AB854,196,23 (d) A lease.

AB854,196,24 (e) An encumbrance, including a mortgage or security interest.

AB854,196,25 (f) A gift.

AB854,197,1 (g) A transfer by operation of law.

AB854,156 Section 156. 180.0105 of the statutes is created to read:

AB854,197,4 180.0105 Governing law. (1) The law of this state governs all of the internal affairs of a corporation.

AB854,197,8 (2) The fact that one or more shareholders of a corporation are, or are not, subject to tax on the income of the corporation shall have no effect on the application of the law of this state under sub. (1) other than as a fact to be taken into account in the application of such law.

AB854,157 Section 157 . 180.0112 of the statutes is created to read:

AB854,197,12 180.0112 Delivery of a record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

AB854,197,14 (2) Delivery to the department is effective only when a record is received by the department.

AB854,158 Section 158 . 180.0120 (1) (intro.) of the statutes is amended to read:

AB854,197,20 180.0120 (1) (intro.) Except as provided in Subject to sub. (4), a document required or permitted to be filed under by the department pursuant to this chapter with the department must, a record must be received by the department, comply with this chapter, and satisfy all of the following requirements to be filed under s. 180.0125 (2) (a):

AB854,159 Section 159. 180.0120 (1) (g) of the statutes is amended to read:

AB854,197,24 180.0120 (1) (g) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 180.0122 unless and to the extent the department permits electronic delivery of records.

AB854,160 Section 160. 180.0120 (3) (a) (intro.) of the statutes is amended to read:

AB854,198,2 180.0120 (3) (a) (intro.) Any of the following persons may execute a document described in s. 180.0122 (1) (a), (b), (h) to (j), (Lg), (m) to (r) and (u) to (ym) par. (am):

AB854,161 Section 161. 180.0120 (3) (am) of the statutes is created to read:

AB854,198,4 180.0120 (3) (am) The documents to which par. (a) applies are the following:

AB854,198,5 1. Articles of incorporation.

AB854,198,6 2. An application for use of indistinguishable name.

AB854,198,7 3. An application for registered name or renewal of registered name.

AB854,198,8 4. A statement of change of registered office.

AB854,198,9 5. A director or principal officer statement under s. 180.0860 (1).

AB854,198,10 6. Amendment of articles of incorporation.

AB854,198,12 7. Restatement of articles of incorporation with or without amendment of articles.

AB854,198,13 8. Articles of merger, conversion, interest exchange, or domestication.

AB854,198,14 9. Articles of dissolution.

AB854,198,15 10. Articles of revocation of dissolution.

AB854,198,16 11. An application for reinstatement following administrative dissolution.

AB854,198,17 12. An application for certificate of authority.

AB854,198,18 13. An application for amended certificate of authority.

AB854,198,19 14. An application for certificate of withdrawal.

AB854,198,20 15. An annual report of a domestic corporation or foreign corporation.

AB854,198,21 16. Articles of correction.

AB854,162 Section 162. 180.0120 (5) and (6) of the statutes are created to read:

AB854,199,2 180.0120 (5) If law other than this chapter prohibits the disclosure by the department of information contained in a document delivered to the department for filing, the department shall file the document if the document otherwise complies with this chapter but may redact the information.

AB854,199,5 (6) When a document is delivered to the department for filing, any fee required under s. 180.0122 and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

AB854,163 Section 163 . 180.0121 (1) (a) 4. of the statutes is amended to read:

AB854,199,8 180.0121 (1) (a) 4. An application for a certificate articles of conversion under s. 180.1161 (5).

AB854,164 Section 164 . 180.0122 (1) (intro.) of the statutes is renumbered 180.0122 (1m) (intro.) and amended to read:

AB854,199,14 180.0122 (1m) (intro.) Except as provided under sub. (5), the department shall collect the following fees when the documents records described in this subsection are delivered to the department for filing or, under pars. (e) and (f), the telephone applications are made:

AB854,165 Section 165 . 180.0122 (1) (a) to (ym) of the statutes are renumbered 180.0122 (1m) (a) to (ym).

AB854,166 Section 166 . 180.0122 (1) (yr) of the statutes is renumbered 180.0122 (1m) (yr) and amended to read:

AB854,199,19 180.0122 (1m) (yr) A certificate Articles of conversion, $150.

AB854,167 Section 167 . 180.0122 (1) (z) of the statutes is repealed.

AB854,168 Section 168 . 180.0122 (1g) of the statutes is created to read:

AB854,200,2 180.0122 (1g) Subject to subs. (1m) and (3), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. Any fee under this subsection shall be established by the department by rule. The department may also collect the fee established under s. 182.01 (4) (b) in connection with any request for a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).

AB854,169 Section 169 . 180.0122 (4) of the statutes is amended to read:

AB854,200,10 180.0122 (4) In addition to the fees required under sub. (1) (1m) or permitted under sub. (1g), the department shall may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a document record required or permitted to be filed with the department under this chapter and shall may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).

AB854,170 Section 170 . 180.0122 (5) of the statutes is amended to read:

AB854,200,13 180.0122 (5) The department, by rule, may specify a larger fee for filing documents records described in sub. (1) (1m) in paper format.

AB854,171 Section 171 . 180.0123 (title) of the statutes is amended to read:

AB854,200,15 180.0123 (title) Effective date and time of document.

AB854,172 Section 172 . 180.0123 (1) (a) (intro.) of the statutes is amended to read:

AB854,200,20 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a document record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:

AB854,173 Section 173. 180.0124 (1) of the statutes is renumbered 180.0124 (1) (intro.) and amended to read:

AB854,200,25 180.0124 (1) (intro.) A domestic corporation or foreign corporation may correct a document that is filed by the department before, on or after January 1, 1991, if the any of the following applies:

AB854,201,2 (a) The document contains a statement that was incorrect at the time of filing or.

AB854,201,4 (b) The document was defectively executed, including defects in any attestation, seal, verification, or acknowledgment.

AB854,174 Section 174. 180.0124 (1) (c) of the statutes is created to read:

AB854,201,7 180.0124 (1) (c) The electronic transmission of the document to the department was defective.

AB854,175 Section 175. 180.0124 (2) (d) of the statutes is created to read:

AB854,201,9 180.0124 (2) (d) Are signed by the person correcting the filed document.

AB854,176 Section 176. 180.0125 (1) of the statutes is amended to read:

AB854,201,16 180.0125 (1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date of receipt. The duty of the department under this section is ministerial.

AB854,177 Section 177. 180.0125 (2) (b) of the statutes is renumbered 180.0125 (2) (b) (intro.) and amended to read:

AB854,201,23 180.0125 (2) (b) (intro.) If a domestic corporation or foreign corporation is in default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (yr) with respect to any of the following documents, the department shall refuse to file any document relating to the domestic corporation or foreign corporation until all delinquent fees are paid by the domestic corporation or foreign corporation.:

AB854,178 Section 178. 180.0125 (2) (b) 1. to 19. of the statutes are created to read:

AB854,201,25 180.0125 (2) (b) 1. Articles of incorporation.