Chapter 180

180.0120(3)(am)7. 7. Restatement of articles of incorporation with or without amendment of articles.

180.0120(3)(am)8. 8. Articles of merger, conversion, interest exchange, or domestication.

180.0120(3)(am)9. 9. Articles of dissolution.

180.0120(3)(am)10. 10. Articles of revocation of dissolution.

180.0120(3)(am)11. 11. An application for reinstatement following administrative dissolution.

180.0120(3)(am)12. 12. An application for certificate of authority.

180.0120(3)(am)13. 13. An application for amended certificate of authority.

180.0120(3)(am)14. 14. An application for certificate of withdrawal.

180.0120(3)(am)15. 15. An annual report of a domestic corporation or foreign corporation.

180.0120(3)(am)16. 16. Articles of correction.

180.0120(3)(c) (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:

180.0120(3)(c)1. 1. The corporate seal.

180.0120(3)(c)2. 2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.

180.0120(3)(c)3. 3. An acknowledgment, verification or proof.

180.0120(4) (4) 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.

180.0120(5) (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.

180.0120(6) (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.

180.0120 History History: 1989 a. 303; 1991 a. 16; 1993 a. 323; 1995 a. 27; 2021 a. 258.

180.0121 180.0121 Forms.

180.0121(1) (1) 

180.0121(1)(a) (a) The department shall prescribe and furnish on request forms for all of the following documents:

180.0121(1)(a)1. 1. A foreign corporation’s application for a certificate of authority to transact business in this state under s. 180.1503.

180.0121(1)(a)2. 2. A foreign corporation’s application for a certificate of withdrawal under s. 180.1520.

180.0121(1)(a)3. 3. A domestic corporation’s or foreign corporation’s annual report under s. 180.1622 and a service corporation’s annual report under s. 180.1921.

180.0121(1)(a)4. 4. An application for articles of conversion under s. 180.1161 (5).

180.0121(1)(b) (b) The forms prescribed by the department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.

180.0121(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.

180.0121(2) (2) 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.

180.0121 History History: 1989 a. 303; 1995 a. 27; 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.

180.0122 180.0122 Filing and service fees.

180.0122(1g) (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).

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

180.0122(1m)(a) (a) Articles of incorporation, $100.

180.0122(1m)(b) (b) Application for use of indistinguishable name, $10.

180.0122(1m)(c) (c) Written application for reserved name, $15.

180.0122(1m)(d) (d) Written application for renewal of reserved name, $15.

180.0122(1m)(e) (e) Telephone application for reserved name, $30.

180.0122(1m)(f) (f) Telephone application for renewal of reserved name, $30.

180.0122(1m)(g) (g) Notice of transfer of reserved name or of registered name, $10.

180.0122(1m)(h) (h) Application for registered name, $50.

180.0122(1m)(i) (i) Application for renewal of registered name, $50.

180.0122(1m)(j) (j) Subject to sub. (3) (c), domestic corporation’s or foreign corporation’s statement of change of registered office, $10.

180.0122(1m)(k) (k) Agent’s statement of change of registered office, $10 for each affected domestic corporation or foreign corporation, except if simultaneous filings are made the fee is reduced to $1 for each affected domestic corporation or foreign corporation in excess of 200.

180.0122(1m)(L) (L) Agent’s statement of resignation, $10.

180.0122(1m)(Lg) (Lg) A director or principal officer statement under s. 180.0860 (1), $3.

180.0122(1m)(Lr) (Lr) A director or principal officer resignation notice under s. 180.0860 (2), $3.

180.0122(1m)(m) (m) Amendment of articles of incorporation, $40.

180.0122(1m)(n) (n) Restatement of articles of incorporation with or without amendment of articles, $40.

180.0122(1m)(o) (o) Articles of merger, $150.

180.0122(1m)(om) (om) Articles of share exchange, $50 for each domestic corporation and each foreign corporation authorized to transact business in this state that is a party to the share exchange.

180.0122(1m)(p) (p) Articles of dissolution, $20.

180.0122(1m)(q) (q) Articles of revocation of dissolution, $10.

180.0122(1m)(r) (r) Application for reinstatement following administrative dissolution, $90.

180.0122(1m)(s) (s) Certificate of reinstatement, $10.

180.0122(1m)(t) (t) Certificate of judicial dissolution, $10.

180.0122(1m)(u) (u) Application for certificate of authority, $100, and, unless the application is made by a qualified new business venture, $3 for every $1,000 or fraction thereof of the foreign corporation’s capital exceeding $60,000 employed or to be employed in this state, computed as provided in s. 180.1503, as shown by the application.

180.0122(1m)(v) (v) Application for amended certificate of authority, $40.

180.0122(1m)(w) (w) Application for certificate of withdrawal, $40, and in case that application shows that the foreign corporation employs in this state capital in excess of the amount of capital on which a fee has previously been paid, computed as provided in s. 180.1520 (2) (f), an additional fee which, with previous payments made on account of capital employed in this state, will amount to $3 for each $1,000 or fraction thereof of the excess.

180.0122(1m)(x) (x) Annual report of a domestic corporation, $25.

180.0122(1m)(y) (y) Annual report of a foreign corporation, $65, and in case the annual report shows that the foreign corporation employs in this state capital in excess of the amount of capital on which a fee has previously been paid, computed as provided in s. 180.1503, an additional fee which, with previous payments made on account of capital employed in this state, will amount to $3 for each $1,000 or fraction thereof of the excess.

180.0122(1m)(ym) (ym) Articles of correction, $40.

180.0122(1m)(yr) (yr) Articles of conversion, $150.

180.0122(2) (2) The department shall collect the fee established under s. 182.01 (4) (c) each time process is served on the department under this chapter. The party to a civil, criminal, administrative or investigatory proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.

180.0122(3) (3) The department may not collect a fee for any of the following:

180.0122(3)(a) (a) Filing a certificate of administrative dissolution or a certificate of revocation of authority to transact business.

180.0122(3)(b) (b) Providing a confirmation of status by telephone.

180.0122(3)(c) (c) Filing a domestic corporation’s or a foreign corporation’s statement of change of registered office if the only change is to an address and all of the following apply:

180.0122(3)(c)1. 1. The new address is the result of a change in the way a county, city, village, town or the U.S. postal service describes the physical location of the registered office.

180.0122(3)(c)2. 2. A copy of the notice indicating the new address is submitted with the statement.

180.0122(3)(c)3. 3. The physical location of the registered office has not changed.

180.0122(4) (4) In addition to the fees required under sub. (1m) or permitted under sub. (1g), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and 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).

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

180.0122 History History: 1989 a. 303; 1991 a. 16, 269; 1993 a. 214, 323, 331; 1995 a. 27, 271; 1997 a. 27; 2001 a. 16, 44; 2005 a. 25; 2017 a. 156; 2021 a. 258.

180.0123 180.0123 Effective date and time.

180.0123(1) (1) 

180.0123(1)(a) (a) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a 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:

180.0123(1)(a)1. 1. The time of day specified in the document as its effective time.

180.0123(1)(a)2. 2. If no effective time is specified, at the close of business.

180.0123(1)(b) (b) The date that a document is received by the department is determined by the department’s endorsement on the original document under s. 180.0125 (1).

180.0123(2) (2) A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.

180.0123 History History: 1989 a. 303; 1991 a. 16, 269; 1995 a. 27; 2021 a. 258.

180.0124 180.0124 Correcting filed document.

180.0124(1) (1) A domestic corporation or foreign corporation may correct a document that is filed by the department if any of the following applies:

180.0124(1)(a) (a) The document contains a statement that was incorrect at the time of filing.

180.0124(1)(b) (b) The document was defectively executed, including defects in any attestation, seal, verification, or acknowledgment.

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

180.0124(2) (2) To correct a document under sub. (1), a domestic corporation or foreign corporation shall prepare and deliver to the department for filing articles of correction that satisfy all of the following:

180.0124(2)(a) (a) Describe the document, including its filing date, or include a copy of the document.

180.0124(2)(b) (b) Specify the incorrect statement and the reason that it is incorrect, or specify the manner in which the execution was defective, whichever is applicable.