181.59 History
History: 1973 c. 128;
1993 a. 112.
181.60
181.60
Filing of claims in liquidation proceedings. In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors and members of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims including claims to the assets based on membership. If the court requires the filing of claims it shall fix a date, which shall not be less than 4 months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed shall be barred, by order of court, from participating in the distribution of the assets of the corporation.
181.61
181.61
Discontinuance of liquidation proceedings. The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
181.62
181.62
Decree of involuntary dissolution. In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all claims filed and allowed shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses and claims, all the property and assets have been applied so far as they will to their payment, the court shall enter a decree dissolving the corporation whereupon the existence of the corporation shall cease. The decree shall state the names and respective addresses including street and number of the corporation's directors as of the date of execution of the articles of dissolution, or if there be no directors at such time, then of its last acting board of directors.
181.63
181.63
Filing of decree of dissolution. In case the court enters a decree dissolving a corporation the clerk of such court shall cause a certified copy of the decree to be filed and recorded. Upon the filing of the decree the department shall issue a certificate of dissolution. No fee shall be charged for such filing or recording.
181.64
181.64
Deposits with state treasury. Upon the voluntary, involuntary or administrative dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, may be reduced to cash and deposited with the state treasury of this state and shall be paid over without interest to such creditor or member or to the creditor's or member's legal representative, upon proof satisfactory to the state treasurer of the creditor's or member's right thereto.
181.64 History
History: 1993 a. 35,
482.
181.65
181.65
Survival of remedy after dissolution. The dissolution of a corporation shall not take away or impair any remedy available to or against such corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as is appropriate to protect such remedy, right or claim. If such corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during such period of 2 years so as to extend its period of duration.
181.65 History
History: 1973 c. 128.
181.651
181.651
Annual report of domestic corporation. 181.651(1)(1) Each corporation shall file, within the time prescribed under
sub. (5), an annual report setting forth:
181.651(1)(a)
(a) The name of the corporation, the address, including street and number, if any, of its principal office.
181.651(1)(b)
(b) The names and respective addresses, including street and number, if any, of its directors and principal officers.
181.651(1)(bm)
(bm) The name and address, including street and number, if any, of its registered agent.
181.651(1)(c)
(c) A statement whether the corporation was engaged in actual activity during the 12 months immediately preceding the date of the report and the general nature of the activity.
181.651(2)
(2) The annual report shall be made on forms prescribed and furnished by the department, and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, assistant secretary, or treasurer, or, until the first election of officers, by one of its incorporators, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by such receiver or trustee.
181.651(3)
(3) The department shall forward by 1st class mail a report form to every corporation in good standing not later than 60 days before the date on which the corporation is required by this chapter to file an annual report.
181.651(4)
(4) This section does not apply to an affiliated society incorporated under
s. 44.03.
181.651(5)
(5) A corporation shall deliver its annual report to the department in each year following the calendar year in which the corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.
181.651(6)
(6) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting corporation in writing and return the report to it for correction. The notice shall comply with
s. 181.10. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice determined under
s. 181.10 (2), the annual report is timely filed.
181.651(7)
(7) An annual report is effective on the date that it is filed by the department.
181.66
181.66
Foreign corporations. 181.66(1)
(1) Foreign corporations need not obtain authority to conduct affairs in this state, but shall be subject to the same restrictions, penalties and liabilities imposed upon domestic corporations of like character, and shall not conduct any affairs which a corporation organized under this chapter is not permitted to conduct, but nothing contained in this chapter shall be construed to regulate the organization or the internal affairs of a foreign corporation.
181.66(2)
(2) A foreign corporation conducting its affairs or acquiring, holding or disposing of property in this state, shall by so doing be deemed to have thereby appointed the department as its agent and representative upon whom any process, notice or demand may be served in any action or proceeding arising out of or relating to any affairs conducted or property acquired, held or disposed of within this state. Service of such process, notice or demand shall be made by serving a copy upon the department, and such service shall be sufficient service upon said foreign corporation, provided that notice of such service and a copy of the process, notice or demand are within 10 days thereafter sent by mail by the plaintiff to the defendant at its last-known address, and that the plaintiff's affidavit of compliance herewith is appended to the process, notice or demand. The department shall keep a record of all such processes, notices and demands which shows the day and hour of service.
181.66(3)
(3) Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.
181.66 History
History: 1993 a. 482;
1995 a. 27.
181.665
181.665
Omission of seal. Whenever in this chapter it is provided that any document be sealed with the corporate seal, no corporate seal shall be required if the document includes a statement or notation to the effect that the corporation has no seal.
181.667
181.667
Recording change of principal office. If a document submitted to the department for filing under this chapter changes the county of the corporation's principal office:
181.667(1)
(1) An original of the document or a duplicate original certified by the department shall be recorded in each county;
181.667(2)
(2) The document shall specify the county of the former principal office and the new principal office; and
181.667(3)
(3) A certificate prepared by the department listing the type and date of filing of recordable documents previously filed by the corporation shall be recorded in the county of the new principal office.
181.667 History
History: 1981 c. 337;
1995 a. 27.
181.67
181.67
Procedure on filing and recording of documents. 181.67(1)(1) If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing:
181.67(1)(a)
(a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded.
181.67(1)(b)
(b) A check payable to the department in the amount of the filing fee prescribed under
s. 181.68.
181.67(1)(c)
(c) Separate checks in the amount of the recording fee prescribed under
s. 59.43 (2) (ag) 1. payable to the register of deeds of each county in which the document is required to be recorded.
181.67(2)(a)(a) Unless the document does not conform to law, the department shall mark each original "Filed" and the date of filing and shall file one original.
181.67(2)(b)
(b) The department shall forward to each register of deeds the check under
sub. (1) (c) and an original document or duplicate certified by the department, within 5 days of filing.
181.67(2)(c)
(c) A register of deeds receiving a check and document forwarded under
par. (b) shall record the document. If the document is not articles of incorporation, the register of deeds shall note on the margin of the record of the articles of incorporation the volume and page where the document is recorded.
181.67(3)(a)(a) Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the corporation, the name of the county of the corporation's principal office, and the date of filing.
181.67(3)(b)
(b) The department of financial institutions shall forward to the department of regulation and licensing the name and address of any corporation filing articles of incorporation under this chapter.
181.67(4)
(4) A document required to be filed and recorded under this chapter is effective on filing with the department, except as provided in
s. 181.46. An error or omission in recording the document or a certificate under
s. 181.667 (2) with a register of deeds does not affect its effectiveness.
181.67(5)
(5) A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the corporation acted in reliance on the ineffectiveness of the document.
181.67(6)(a)(a) The department may waive any of the following:
181.67(6)(a)2.
2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.
181.67(6)(b)
(b) A waiver under
par. (a) occurs when the document is filed.
181.67 Cross-reference
Cross-reference: See s.
14.38 (14) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
181.68
181.68
Fees for filing documents and issuing certificates. 181.68(1)(1) The department shall charge and collect for:
181.68(1)(b)
(b) Filing articles of amendment, $25, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department;
181.68(1)(c)
(c) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, $30;
181.68(1)(e)
(e) Filing statement of change of registered agent or address of registered agent under
s. 181.09 (1), or a statement of resignation of registered agent, $10, except that no fee may be collected for a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department;
181.68(1)(f)
(f) Receiving service of any process, notice or demand authorized to be served on the department by this chapter, $10;
181.68(1)(g)
(g) Filing an application to reserve a corporate name for 60 days, $10; making a telephone application to reserve a corporate name for 60 days, $20; and filing an application to reserve a corporate name under
s. 181.07 (3), $50, plus $10 for each year of reservation in excess of 5 years;
181.68(1)(gm)
(gm) Filing an annual report of a domestic corporation, $10;
181.68(1)(h)
(h) Filing a notice of transfer of a reserved corporate name, $10;
181.68(1)(i)
(i) Answering a request for verification of the existence or status of a corporation, its name, the name and address of its registered agent, or the date of incorporation, the following amounts:
181.68(1)(im)
(im) Answering in writing a request for information specified in
par. (i) plus a list of the names and addresses of officers and directors, and the corporation's principal office, $7; and, if the list of officers and directors exceeds one page, 50 cents for each additional page.
181.68(1)(j)
(j) Filing a report of names and addresses of officers or directors, $3.
181.68(1)(k)
(k) Processing a document required or permitted to be filed or recorded under this chapter in an expeditious manner, or preparing the information under
par. (i) or
(im) in an expeditious manner, $25 in addition to the fee required by other provisions of this chapter.
181.68(1)(L)
(L) Application for reinstatement following administrative dissolution, $10.
181.68(2)
(2) The liability of any corporation for any fees, charges or penalties which may be due under this chapter may be enforced by suit brought by the attorney general in the name of the state.
181.68(3)
(3) The department shall not file any document relating to any corporation, domestic or foreign, organized under or subject to the provisions of this chapter, until all fees and charges provided to be paid in connection therewith shall have been paid to the department or while the corporation is in default in the payment of any fees, charges or penalties herein provided to be paid by or assessed against it.
181.69
181.69
Penalties for false statements. Any officer or director or any other person who shall file or cause to be filed with the department on behalf of any corporation subject to this chapter any certificate, report, statement, application or any other document required or permitted to be so filed under this chapter, known to such director, officer or other person to be false or misleading in any material respect shall be imprisoned in the Wisconsin state prisons not more than 3 years or in the county jail not more than one year or fined not more than $1,000.
181.70
181.70
Waiver of notice. Whenever any notice whatever is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. Such waiver by a member, in respect to any matter of which notice is required under any provision of this chapter shall contain the same information as would have been required to be included in such notice under any applicable provisions of this chapter, except that time and place of meeting need not be stated.
181.705
181.705
When notice not required. Whenever any notice is required to be given under this chapter, or under the articles of incorporation or bylaws of a corporation, to any person with whom communication is made unlawful by any law of the United States now or hereafter enacted, or by any rule, regulation, proclamation or executive order issued under any such law, notice to that person is not required and there is no duty to apply to any governmental authority or agency for a license or permit to give notice to that person. Any action or meeting taken or held without notice, as permitted by this section, has the same force and effect as if notice had been given as provided under this chapter or under the articles of incorporation or bylaws. In the event that the action taken by the corporation requires the filing of a certificate under this chapter, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except those persons with whom communication is made unlawful.
181.705 History
History: 1989 a. 303.
181.71
181.71
Voting requirements of articles of incorporation. Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
181.72
181.72
Informal action by members or directors. Any action required by the articles of incorporation or bylaws of any corporation or any provision of law to be taken at a meeting or any action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members, directors or members of a committee thereof entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under this chapter.
181.73
181.73
Appeal from department of financial institutions. 181.73(1)(1) If the department finds that any document required by this chapter to be filed with the department does not conform to law, the department shall, within 10 days after receipt of the document, give written notice of the decision to the person or corporation, domestic or foreign, delivering the document, specifying the reasons therefor. The decision shall be subject to such judicial proceedings as are provided by law, or such person or corporation, within 60 days after receipt of the notice of decision, may commence an action against the department in the circuit court of Dane county by filing a summons and a complaint to set aside such finding. The proceedings shall be had as in other actions and the person or corporation shall receive a new trial on all issues relating to the department's decision. The trial shall be conducted by the court without a jury, and the court shall either sustain the action of the department or direct the department to take such action as the court deems proper.
181.73(2)
(2) Appeals from orders or judgments of the circuit court of Dane county under this section shall be taken in the manner provided by law for appeals from the circuit court in other civil cases.
181.73 History
History: Sup. Ct. Order, 67 W (2d) 585, 755 (1975);
1975 c. 218;
1979 c. 110;
1995 a. 27.
181.74
181.74
Forms to be furnished by department of financial institutions.
