180.0125(2)(a)(a) Except as provided in
par. (b),if a document satisfies
s. 180.0120 and the terms of the document satisfy, if applicable,
s. 180.0401 (1) and
(2) or
180.1506 (1) and
(2), the department shall file the document by stamping or otherwise endorsing "Filed", together with the department name, on both the original and the document copy. After filing a document, the department shall deliver the document copy to the domestic corporation or foreign corporation, or its representative.
180.0125(2)(b)
(b) 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
(ym), 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.
180.0125(3)(a)(a) If the department refuses to file a document, the department shall return it to the domestic corporation or foreign corporation, or its representative, within 5 business days after the document was received by the department for filing, together with a brief, written explanation of the reason for the refusal.
180.0125(3)(b)
(b) The department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file the document.
180.0125(3)(c)
(c) Except as provided in
s. 180.0124 (3), if a document that had been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed document under
s. 180.0123 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with
s. 180.0123 (2). The effective time of the resubmitted document shall be determined under
s. 180.0123 (1) or
(2), whichever is applicable.
180.0125(4)
(4) Except as provided in
s. 180.0203 (2), the department's filing of a document or refusal to file a document does not do any of the following:
180.0125(4)(a)
(a) Affect the validity or invalidity of the document in whole or part.
180.0125(4)(b)
(b) Relate to the correctness or incorrectness of information contained in the document.
180.0125(4)(c)
(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
180.0125 History
History: 1989 a. 303;
1995 a. 27.
180.0126
180.0126
Appeal from department of financial institutions' refusal to file document. 180.0126(1)
(1) If the department refuses to file a document received by his or her [its] office for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.
180.0126(2)
(2) The domestic corporation or foreign corporation shall file the petition under
sub. (1) within 30 days after the department returns the document under
s. 180.0125 (3) (a). If the department does not return the document within the period specified in
s. 180.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in
s. 180.0125 (3) (b) expires.
180.0126(3)
(3) The court may summarily order the department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.
180.0126 History
History: 1989 a. 303;
1995 a. 27.
180.0127
180.0127
Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.
180.0127 History
History: 1989 a. 303;
1995 a. 27.
180.0128
180.0128
Confirmation of status. 180.0128(1)
(1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.
180.0128(2)
(2) A certificate of status shall include all of the following information:
180.0128(2)(a)
(a) The domestic corporation's corporate name or the foreign corporation's corporate name and fictitious name, if any, used in this state.
180.0128(2)(b)1.
1. The domestic corporation is incorporated under the laws of this state, or the foreign corporation is authorized to transact business in this state.
180.0128(2)(b)3.
3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by
s. 180.1622, or, if a service corporation, by
s. 180.1921.
180.0128(2)(b)4.
4. The domestic corporation has not filed articles of dissolution.
180.0128(2)(b)5.
5. The foreign corporation has not applied for a certificate of withdrawal under
s. 180.1520 and is not the subject of a proceeding under
s. 180.1531 to revoke its certificate of authority.
180.0128(2)(c)
(c) The domestic corporation's date of incorporation and the period of its duration if less than perpetual.
180.0128(3)
(3) The certificate of status may include other facts of record in the department that are requested.
180.0128(4)
(4) Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under
sub. (2) and may contain any other information permitted under
sub. (3).
180.0128(5)
(5) Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
180.0128(6)
(6) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under
sub. (2) and may confirm any other information permitted under
sub. (3).
180.0128 History
History: 1989 a. 303;
1991 a. 16;
1995 a. 27.
180.0129
180.0129
Penalty for false document. 180.0129(1)
(1) A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.
180.0129(2)
(2) Whoever violates this section may be fined not more than $10,000 or imprisoned for not more than 2 years or both.
180.0129 History
History: 1989 a. 303;
1995 a. 27.
180.0141(1)(1) This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section.
180.0141(2)(a)(a) A person shall give notice in writing, except as provided in
par. (b).
180.0141(2)(b)
(b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.
180.0141(3)
(3) Except as provided in
s. 180.0721 (4) or unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
180.0141(4)
(4) Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under
s. 180.1622, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
180.0141(5)(a)2.
2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
180.0141(5)(a)3.
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
180.0141(5)(a)4.
4. On the effective date specified in the articles of incorporation or bylaws.
180.0141(5)(b)
(b) Written notice by a domestic corporation or foreign corporation to its shareholder is effective when mailed and may be addressed to the shareholder's address shown in the domestic corporation's or foreign corporation's current record of shareholders.
180.0141 History
History: 1989 a. 303.
180.0142
180.0142
Number of shareholders. 180.0142(1)
(1) For purposes of this chapter, any of the following constitute one shareholder if identified as a shareholder in a corporation's current record of shareholders:
180.0142(1)(c)
(c) The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.
180.0142(2)
(2) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
180.0142 History
History: 1989 a. 303.
INCORPORATION
180.0201(1)(1) One or more persons may act as the incorporator or incorporators of a corporation.
180.0201(2)
(2) Following the incorporation of a corporation, a majority of the corporation's incorporators or their survivors may take any action permitted by this chapter to be taken by its incorporators.
180.0201 History
History: 1989 a. 303.
180.0202
180.0202
Articles of incorporation. 180.0202(1)
(1) The articles of incorporation shall include all of the following information:
180.0202(1)(a)
(a) A statement that the corporation is incorporated under this chapter.
180.0202(1)(c)
(c) The number of authorized shares, except that an investment company may declare an indefinite number of authorized shares.
180.0202(1)(d)
(d) If more than one class of shares is authorized, all of the following:
180.0202(1)(d)2.
2. The number of shares of each class that the corporation is authorized to issue, except that an investment company may declare that each class has an indefinite number of authorized shares.
180.0202(1)(d)3.
3. Before the issuance of shares of a class, a description of the preferences, limitations and relative rights of that class.
180.0202(1)(e)
(e) If one or more series of shares are created within a class of shares, all of the following before the issuance of shares of a series:
180.0202(1)(e)1.
1. The distinguishing designation of each series within a class.
180.0202(1)(e)2.
2. The number of shares of each series that the corporation is authorized to issue, except that an investment company may declare that each series has an indefinite number of authorized shares.
180.0202(1)(e)3.
3. The preferences, limitations and relative rights of that series.
180.0202(1)(g)
(g) Any provision granting or limiting preemptive rights.
180.0202(1)(h)
(h) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.
180.0202(2)
(2) The articles of incorporation may set forth other information, including but not limited to any of the following:
180.0202(2)(a)
(a) The names and addresses of the natural persons who will serve as the initial directors.
180.0202(2)(b)1.
1. The purpose or purposes for which the corporation is organized.
180.0202(2)(b)2.
2. Managing the business and regulating the affairs of the corporation.
