180.0103(1)
(1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person.
180.0103(2)
(2) "Articles of incorporation" includes amended and restated articles of incorporation.
180.0103(3)
(3) "Authorized shares" means the shares of all classes that a domestic corporation or foreign corporation is authorized to issue.
180.0103(4)
(4) "Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it, including printing in italics or boldface or contrasting color, or typing in capitals or with underlining.
180.0103(5)
(5) "Corporation" or "domestic corporation", except as used in
sub. (9), means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to this chapter. "Corporation" or "domestic corporation" includes, to the extent provided under
s. 180.1703, a corporation with capital stock but not organized for profit.
180.0103(6m)
(6m) "Department", except in
subs. (8) and
(18), means the department of financial institutions.
180.0103(7)
(7) "Distribution" means a direct or indirect transfer by a corporation of money or other property, other than its shares, or an incurrence of indebtedness by a corporation, to or for the benefit of its shareholders in respect to any of its shares, including but not limited to any of the following:
180.0103(7)(b)
(b) A purchase, redemption or other acquisition of shares.
180.0103(8)
(8) "Entity" includes a domestic corporation; a foreign corporation; a limited liability company; a nonstock corporation; a stock or nonstock cooperative association; a profit or nonprofit unincorporated association; a business trust; an estate; a partnership; a trust; 2 or more persons having a joint or common economic interest; a state or an agency, commission, department, authority, bureau or other instrumentality of a state; a governmental subdivision; the United States; and a foreign government.
180.0103(9)
(9) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state, except a railroad corporation, an association created solely for religious or charitable purposes, an insurer or motor club, a savings and loan association, a savings bank or a common law trust.
180.0103(10)
(10) "Governmental subdivision" includes a county, city, village, town and special purpose district.
180.0103(11)
(11) "Individual" includes the estate of an incompetent or deceased natural person.
180.0103(11e)
(11e) "Investment company" means a corporation that is registered, or is organized for the purpose of registering, as a management investment company under
15 USC 80a-1 to
80a-64, if the corporation's articles of incorporation state that the corporation is registered or is organized for the purposes of registering as a management investment company under
15 USC 80a-1 to
80a-64.
180.0103(11m)
(11m) "Person" includes an individual and an entity.
180.0103(12)
(12) "Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under
s. 180.1622, that is designated as the principal office in its most recent annual report.
180.0103(14)
(14) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
180.0103(15)
(15) "Shares" means the units into which the proprietary interests in a corporation are divided.
180.0103(16)
(16) "Signed" includes any symbol executed or adopted by a party with present intention to authenticate a writing.
180.0103(17)
(17) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
180.0103(17m)
(17m) "Treasury shares" means shares of a corporation that have been issued, that have been subsequently acquired by and belong to the corporation and that have not been canceled or restored to the status of authorized but unissued shares.
180.0103(18)
(18) "United States" includes an authority, bureau, commission, department and any other agency of the United States.
180.0103(19)
(19) "Voting group" means any of the following:
180.0103(19)(a)
(a) All shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.
180.0103(19)(b)
(b) All shares that under the articles of incorporation or this chapter are entitled to vote generally on a matter.
180.0120(1)(1) Except as provided in
sub. (4), a document required or permitted to be filed under this chapter with the department must satisfy all of the following requirements to be filed under
s. 180.0125 (2) (a):
180.0120(1)(a)
(a) Contain the information required by this chapter, although it may also contain other information.
180.0120(1)(c)1.
1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.
180.0120(1)(c)2.
2. The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.
180.0120(1)(g)
(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.
180.0120(2)
(2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.
180.0120(3)(a)1.
1. An officer of the domestic corporation or foreign corporation.
180.0120(3)(a)2.
2. If directors have not been selected or the corporation has not been formed, an incorporator.
180.0120(3)(a)3.
3. If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.
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)2.
2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
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.
180.0121(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)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(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.
180.0122
180.0122
Filing and service fees. 180.0122(1)
(1) The department shall collect the following fees when the documents described in this subsection are delivered for filing or, under
pars. (e) and
(f), the telephone applications are made:
180.0122(1)(a)
(a) Articles of incorporation, 1 cent for each authorized share, except the minimum fee is $90 and the maximum fee is $10,000 and except that the fee for investment companies is determined under
sub. (1m).
180.0122(1)(b)
(b) Application for use of indistinguishable name, $10.
180.0122(1)(d)
(d) Written application for renewal of reserved name, $15.
180.0122(1)(f)
(f) Telephone application for renewal of reserved name, $30.
180.0122(1)(g)
(g) Notice of transfer of reserved name or of registered name, $10.
180.0122(1)(j)
(j) Subject to
sub. (3) (c), domestic corporation's or foreign corporation's statement of change of registered agent or registered office or both, $10.
180.0122(1)(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(1)(m)
(m) Amendment of articles of incorporation, $40; plus 1 cent for each authorized share after the amendment, less a credit of 1 cent for each authorized share immediately before the amendment; except the maximum fee under this paragraph is $10,000 and except that the fee for investment companies is determined under
sub. (1m).
180.0122(1)(n)
(n) Restatement of articles of incorporation with or without amendment of articles, $40; plus 1 cent for each authorized share after the restatement and any amendment, less a credit of 1 cent for each authorized share immediately before the restatement and any amendment; except the maximum fee under this paragraph is $10,000 and except that the fee for investment companies is determined under
sub. (1m).
180.0122(1)(o)
(o) Articles of merger, $50 for each domestic corporation and each foreign corporation authorized to transact business in this state that is a party to the merger; plus 1 cent for each authorized share of the surviving domestic corporation after the merger, less a credit of 1 cent for each share that is authorized immediately before the merger by each domestic corporation that is a party to the merger; except the maximum fee under this paragraph is $10,000 and except that the fee for investment companies is determined under
sub. (1m).
180.0122(1)(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; plus 1 cent for each authorized share of the acquiring domestic corporation after the share exchange, less a credit of 1 cent for each share that is authorized immediately before the share exchange by the acquiring domestic corporation; except the maximum fee under this paragraph is $10,000.
180.0122(1)(r)
(r) Application for reinstatement following administrative dissolution, $10.
180.0122(1)(u)
(u) Application for certificate of authority, $100, and $2 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(1)(v)
(v) Application for amended certificate of authority, $40.
180.0122(1)(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 $2 for each $1,000 or fraction thereof of the excess.
