180.0103(19)(a)
(a) All shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.
180.0103(19)(b)
(b) All shares that under the articles of incorporation or this chapter are entitled to vote generally on a matter.
180.0120(1)(1) Except as provided in
sub. (4), a document required or permitted to be filed under this chapter with the department must satisfy all of the following requirements to be filed under
s. 180.0125 (2) (a):
180.0120(1)(a)
(a) Contain the information required by this chapter, although it may also contain other information.
180.0120(1)(c)1.
1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.
180.0120(1)(c)2.
2. The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.
180.0120(1)(g)
(g) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by
s. 180.0122.
180.0120(2)
(2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.
180.0120(3)(a)1.
1. An officer of the domestic corporation or foreign corporation.
180.0120(3)(a)2.
2. If directors have not been selected or the corporation has not been formed, an incorporator.
180.0120(3)(a)3.
3. If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.
180.0120(3)(c)
(c) The person executing a document shall sign it and, beneath or opposite the signature, state his or her name and the capacity in which he or she signs. The document may but need not contain any of the following:
180.0120(3)(c)2.
2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
180.0120(4)
(4) The department may waive any of the requirements of
subs. (1) to
(3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
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(1)(a)4.
4. An application for a certificate of conversion under
s. 180.1161 (5). The form prescribed under this subdivision shall indicate that if the business entity that is to be converted has a fee simple ownership interest in Wisconsin real estate, the entity is required to file a report with the department of revenue under
s. 73.14.
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. If the department prescribes a form for articles of merger under
s. 180.1105, the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under
s. 73.14.
180.0122
180.0122
Filing and service fees. 180.0122(1)
(1) Except as provided under
sub. (5), 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)(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 office, $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)(n)
(n) Restatement of articles of incorporation with or without amendment of articles, $40.
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.
180.0122(1)(r)
(r) Application for reinstatement following administrative dissolution, $90.
180.0122(1)(u)
(u) Application for certificate of authority, $100, and $3 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 $3 for each $1,000 or fraction thereof of the excess.
180.0122(1)(y)
(y) Annual report of a foreign corporation, $65, 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 $3 for each $1,000 or fraction thereof of the excess.
180.0122(2)
(2) The department shall collect the fee established under
s. 182.01 (4) (c) 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 established under
s. 182.01 (4) (d) for processing in an expeditious manner a document required or permitted to be filed under this chapter and shall collect the fee established under
s. 182.01 (4) (f) 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).
180.0122(5)
(5) The department, by rule, may specify a larger fee for filing documents described in
sub. (1) in paper format.
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.
