181.1621
181.1621
Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under
s. 181.0874,
181.0877 or
181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
181.1621 History
History: 1997 a. 79.
181.1622
181.1622
Annual report for department. 181.1622(1)
(1)
Content. Each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the department an annual report under this section. The department shall forward by 1st class mail a report form to every corporation that has filed an annual report during the past 2 years. The department shall mail the report form no later than 60 days before the date on which the corporation is required by this chapter to file an annual report. The annual report shall include all of the following information:
181.1622(1)(a)
(a) The name of the domestic corporation or foreign corporation and the state or country under whose law it is incorporated.
181.1622(1)(b)
(b) The mailing address of its registered office and the name of its registered agent at that office in this state.
181.1622(1)(c)
(c) The mailing address of its current principal office.
181.1622(1)(d)
(d) The name and business address of each director and principal officer.
181.1622(2)
(2) Accuracy. Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic corporation.
181.1622(3)(a)(a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated or domesticated under
s. 181.1533, during the calendar year quarter in which the anniversary date of incorporation occurs.
181.1622(3)(b)
(b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.
181.1622(4)
(4) Failure to contain required information. If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with
s. 181.0141. 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 under
s. 181.0141 (5), the annual report is timely filed.
181.1622(5)
(5) Effective date of report. An annual report is effective on the date that it is filed by the department.
181.1622 History
History: 1997 a. 79.
TRANSITIONAL PROVISIONS
181.1701
181.1701
Applicability of chapter. 181.1701(1)(a)(a) Except as provided in
par. (b), this chapter applies to all corporations in existence on January 1, 1999, that were incorporated under or have elected to become subject to ch.
181, 1995 stats., and all corporations without stock organized under corresponding prior general corporation laws.
181.1701(1)(b)
(b) A domestic corporation without stock not organized as provided under
par. (a) is not subject to this chapter but may at any time elect to become subject to this chapter by filing 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.
181.1701(1)(c)
(c) 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.
181.1701(1)(d)
(d) An industrial development agency formed under
s. 59.57 (2) shall, to the extent not inconsistent with that subsection, conduct and administer its business in accordance with this chapter.
181.1701(2)
(2) Foreign corporations. This chapter applies to all foreign corporations transacting business in this state beginning on January 1, 1999.
181.1701 History
History: 1997 a. 79.
181.1703(1)(1)
Effect of repeal. Except as provided in
sub. (2), the repeal of a statute by this chapter does not affect any of the following:
181.1703(1)(a)
(a) The operation of the statute or any action taken under it before its repeal.
181.1703(1)(b)
(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal.
181.1703(1)(c)
(c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.
181.1703(1)(d)
(d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
181.1703(1)(e)
(e) Any meeting of members or the board or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or a board or action by written consent.
181.1703(2)
(2) Penalties and punishments. If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
181.1703(3)
(3) Reinstatement of dissolved corporation. Section 181.1422 applies to any involuntary or administrative dissolution, even if the dissolution occurred before January 1, 1999.
181.1703 History
History: 1997 a. 79;
1999 a. 32.
