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. 181.74(1)(1) All reports required by this chapter to be filed with the department shall be made on forms prescribed and furnished by the department.
181.74(2)
(2) The department may provide such forms for other documents to be filed with the department under this chapter that the department considers necessary for such purpose but the use thereof, unless otherwise specifically prescribed in this chapter, shall not be mandatory.
181.75
181.75
Application of chapter to rights existing before enactment. Application of the provisions of this chapter to corporations existing before its enactment shall not affect the property rights of members in such corporations which were accrued or established at the time of such enactment, nor shall it affect any liability enforceable at such time, nor shall it affect the validity or enforceability of any contracts existing before such enactment and not involving the property rights of members as such.
181.76
181.76
Applicability of chapter. 181.76(1)
(1) The provisions of this chapter relating to domestic corporations shall apply to all corporations organized hereunder and all corporations without stock organized under corresponding prior general corporation laws.
181.76(3)
(3) A domestic corporation without stock not organized as provided in
sub. (1) shall not be subject to this chapter but may at any time elect to become subject to this chapter by filing and recording restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter and shall designate a registered agent for the corporation. The election to become subject to this chapter shall be effective upon the filing and recording of the restated articles of incorporation.
181.76(4)
(4) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it, may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation.
181.76(5)
(5) An industrial development agency, which is a public nonprofit corporation without stock created under the industrial development law, shall, to the extent not inconsistent with such law, conduct and administer its business and affairs in accordance with this chapter.
181.76 History
History: 1981 c. 390 s.
252.
181.77
181.77
Private foundations. 181.77(1)(1) No corporation which is a private foundation, as defined in section
509 (a) of the internal revenue code, shall do any of the following:
181.77(1)(a)
(a) Engage in any act of self-dealing as defined in section
4941 (d) of the internal revenue code, which would give rise to any liability for the tax imposed by section
4941 (a) of the internal revenue code.
181.77(1)(b)
(b) Retain any excess business holdings as defined in section
4943 (c) of the internal revenue code, which would give rise to any liability for the tax imposed by section
4943 (a) of the internal revenue code.
181.77(1)(c)
(c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section
4944 of the internal revenue code, so as to give rise to any liability for the tax imposed by section
4944 (a) of the internal revenue code.
181.77(1)(d)
(d) Make any taxable expenditures as defined in section
4945 (d) of the internal revenue code, which would give rise to any liability for the tax imposed by section
4945 (a) of the internal revenue code.
181.77(2)
(2) Each corporation which is a private foundation as defined in section
509 of the internal revenue code shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section
4942 (a) of the internal revenue code.
181.77(3)
(3) Subsections (1) and
(2) shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.
181.77(4)
(4) Nothing in this section shall impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
181.77 History
History: 1971 c. 66;
1991 a. 39.
181.78
181.78
Offer and sale of securities. No domestic nonstock corporation organized under this chapter and no foreign nonstock corporation shall offer or sell any of its securities in this state, unless the securities are registered under
ch. 551 or unless the securities or the offer or sale thereof are exempted from registration under
ch. 551.
181.78 History
History: 1971 c. 84; Stats. 1971 s. 181.77;
1971 c. 211; Stats. 1971 s. 181.78.
181.79
181.79
Public purpose corporations. 181.79(1)
(1)
Definition. In this section, "public purpose corporation" means any corporation organized under this chapter to provide for a guaranteed student loan program.
181.79(2)(a)(a)
Appointment. The board of directors of every public purpose corporation shall consist of 7 members appointed as follows:
181.79(2)(a)1.
1. Five members shall be public members, nominated by the governor, and with the advice and consent of the senate appointed, for staggered 4-year terms.
181.79(2)(a)2.
2. One member shall be a senator and one member shall be a representative to the assembly, appointed as are the members of standing committees in their respective houses.
181.79(2)(b)
(b)
Removals and vacancies. Notwithstanding
ss. 181.20 (4) and
181.21, the removal of a director from office and filling of a vacancy occurring in the board of directors shall be governed by
ss. 17.07 and
17.20.
181.79(3)
(3) Chief administrative officer. The chief administrative officer of every public purpose corporation shall be nominated by the governor, and with the advice and consent of the senate appointed, for a 2-year term.
