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, $90.
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.
180.0122(1)(y)
(y) Annual report of a foreign corporation, $50, 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 $2 for each $1,000 or fraction thereof of the excess.
180.0122(1)(z)
(z) Request for certificate or statement of status, $5.
180.0122(1m)
(1m) The department shall collect the following fees when the documents described in this subsection are delivered to the department for filing by an investment company:
180.0122(1m)(a)
(a) Articles of incorporation; an amount determined as follows:
180.0122(1m)(a)1.
1. If the investment company declares an indefinite number of authorized shares, $12,500.
180.0122(1m)(a)2.
2. If the investment company does not declare an indefinite number of authorized shares, 1 cent for each authorized share, except the minimum fee under this subdivision is $90 and the maximum fee is $10,000.
180.0122(1m)(b)
(b) Amendment of articles of incorporation; $40, unless the amendment increases the number of authorized shares or declares an indefinite number of authorized shares, in which case an amount determined as follows shall be added to the $40 fee:
180.0122(1m)(b)1.
1. If the amendment increases the number of authorized shares, 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 subdivision is $10,000.
180.0122(1m)(b)2.
2. If the amendment declares an indefinite number of authorized shares, $12,500, less a credit of 1 cent for each authorized share immediately before the amendment.
180.0122(1m)(c)
(c) Restatement of articles of incorporation with or without amendment of articles; $40, unless the restatement also amends the articles to increase the number of authorized shares or to declare an indefinite number of authorized shares, in which case an amount determined as follows shall be added to the $40 fee:
180.0122(1m)(c)1.
1. If the restatement amends the articles to increase the number of authorized shares, 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 subdivision is $10,000.
180.0122(1m)(c)2.
2. If the restatement amends the articles to declare an indefinite number of authorized shares, $12,500, less a credit of 1 cent for each authorized share immediately before the amendment.
180.0122(1m)(d)
(d) Articles of merger; $50 for each domestic or foreign investment company that is a party to the merger, plus the following:
180.0122(1m)(d)1.
1. If the surviving domestic investment company has an indefinite number of authorized shares, $12,500, less a credit for each share that is authorized immediately before the merger by each domestic investment company that is a party to the merger.
180.0122(1m)(d)2.
2. If the surviving domestic investment company does not have an indefinite number of authorized shares, 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 subdivision is $10,000.
180.0122(2)
(2) The department shall collect a $10 fee 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)(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. (1), the department shall collect the expedited service fee under
s. 182.01 (4) for processing in an expeditious manner a document required or permitted to be filed under this chapter or 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).
180.0123
180.0123
Effective date and time of document. 180.0123(1)(a)(a) Except as provided in
sub. (2) or
s. 180.0124 (3),
180.1622 (5) or
180.1921 (4), a document 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.
180.0124
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 before, on or after January 1, 1991, if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.
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.
180.0124(2)(c)
(c) Correct the incorrect statement or defective execution.
180.0124(3)(a)(a) Except as provided in
par. (b), articles of correction are effective on the effective date of the document that they correct.
180.0124(3)(b)
(b) With respect to persons relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
180.0124 History
History: 1989 a. 303;
1995 a. 27.
180.0125
180.0125
Filing duty of department of financial institutions. 180.0125(1)(1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date and time of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.
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.
