181.0120(3)(a)1.
1. An officer of the domestic corporation or foreign corporation.
181.0120(3)(a)2.
2. If directors have not been selected or the corporation has not been formed, an incorporator.
181.0120(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.
181.0120(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:
181.0120(3)(c)2.
2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
181.0120(4)
(4) Waiver. 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.
181.0120 History
History: 1997 a. 79.
181.0121(1)(a)(a) The department shall prescribe and furnish on request forms for all of the following documents:
181.0121(1)(a)1.
1. A foreign corporation's application for a certificate of authority to transact business in this state under
s. 181.1503.
181.0121(1)(a)4.
4. An application for a certificate of conversion under
s. 181.1161 (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.
181.0121(2)
(2) Permissive forms. 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. 181.1105, 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.
181.0121 History
History: 1997 a. 79;
2001 a. 44;
2005 a. 476.
181.0122
181.0122
Filing and service fees. 181.0122(1)
(1)
Filing fee schedule. Except as provided under
sub. (5), the department shall collect the following fees when the documents described in this subsection are delivered to the department for filing or, under
pars. (e) and
(f), when the telephone applications are made:
181.0122(1)(b)
(b) Application for use of an indistinguishable name, $10.
181.0122(1)(d)
(d) Written application for renewal of a reserved name, $10.
181.0122(1)(f)
(f) Telephone application for renewal of a reserved name, $20.
181.0122(1)(i)
(i) Notice of transfer of a reserved name or of a registered name, $10.
181.0122(1)(j)
(j) Subject to
sub. (3) (e), domestic corporation's or foreign corporation's statement of change of a registered office, $10.
181.0122(1)(k)
(k) Agent's statement of change of a registered office, $10 for each affected domestic corporation or foreign corporation, except that if simultaneous filings are made the fee is reduced to $1 for each affected domestic corporation or foreign corporation in excess of 200.
181.0122(1)(n)
(n) Restatement of articles of incorporation, with or without amendments, $25.
181.0122(1)(r)
(r) Application for reinstatement following an administrative dissolution, $35.
181.0122(1)(v)
(v) Application for an amended certificate of authority, $30.
181.0122(2)
(2) Process fee. 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 who is causing service of process may recover this fee as costs if the party prevails in the proceeding.
181.0122(3)
(3) Prohibited fees. The department may not collect a fee for any of the following:
181.0122(3)(a)
(a) Filing a certificate of administrative dissolution or a certificate of revocation of authority to transact business.
181.0122(3)(e)
(e) Filing a domestic corporation's or a foreign corporation's statement of change of registered office if the only change is a change to the address and if all of the following apply:
181.0122(3)(e)1.
1. The new address is the result of a change in the way a county, city, village or town or the U. S. postal service describes the physical location of the registered office.
181.0122(3)(e)2.
2. A copy of the notice indicating the new address is submitted with the statement.
181.0122(3)(e)3.
3. The physical location of the registered office has not changed.
181.0122(4)
(4) Expedited service fee. 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. 181.0128 (2) or a statement of status under
s. 181.0128 (4).
181.0122(5)
(5) The department, by rule, may specify a larger fee for filing documents described in
sub. (1) in paper format.
181.0122 History
History: 1997 a. 79;
2001 a. 16,
44.
181.0123
181.0123
Effective date and time of document. 181.0123(1)(a)(a) Except as provided in
sub. (2) or
s. 181.0124 (3) or
181.1622 (5), 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:
181.0123(1)(a)1.
1. The time of day specified in the document as its effective time.
181.0123(1)(a)2.
2. If no effective time is specified, at the close of business.
181.0123(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. 181.0125 (1).
181.0123(2)
(2) Delayed effective date and time. A document may specify a delayed effective date and time, except that 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.
181.0123 History
History: 1997 a. 79.
181.0124
181.0124
Correcting filed document. 181.0124(1)
(1)
When a document may be corrected. A domestic corporation or foreign corporation may correct a document that is filed by the department before, on or after January 1, 1999, 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.
181.0124(2)
(2) How document corrected. 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:
181.0124(2)(a)
(a) Describe the document, including its filing date, or include a copy of the document.
181.0124(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.
181.0124(2)(c)
(c) Correct the incorrect statement or defective execution.
181.0124(3)(a)(a) Except as provided in
par. (b), articles of correction are effective on the effective date of the document that they correct.
181.0124(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.
181.0124 History
History: 1997 a. 79.
181.0125
181.0125
Filing duty of department. 181.0125(1)
(1)
Date of receipt. Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date 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 of receipt.
181.0125(2)(a)(a) Except as provided in
par. (b), if a document satisfies
s. 181.0120 and the terms of the document satisfy, if applicable,
s. 181.0401 (1) and
(2) or
181.1506 (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.
181.0125(2)(b)
(b) If a domestic corporation or foreign corporation is in default in the payment of any fee required under
s. 181.0122 (1) (a) to
(j) and
(m) to
(z), 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.
181.0125(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.
