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(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.
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.
181.0125(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.
181.0125(3)(c)
(c) Except as provided in
s. 181.0124 (3), if a document that had been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed document under
s. 181.0123 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with
s. 181.0123 (2). The effective time of the resubmitted document shall be determined under
s. 181.0123 (1) or
(2), whichever is applicable.
181.0125(4)
(4) Effect of refusal. Except as provided in
s. 181.0203 (2), the department's filing of a document or refusal to file a document does not do any of the following:
181.0125(4)(a)
(a) Affect the validity or invalidity of the document in whole or part.
181.0125(4)(b)
(b) Relate to the correctness or incorrectness of information contained in the document.
181.0125(4)(c)
(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
181.0125 History
History: 1997 a. 79.
181.0126
181.0126
Appeal from department's refusal to file document. 181.0126(1)(1)
How appealed. If the department refuses to file a document received by its office for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.
181.0126(2)
(2) Filing deadlines. The domestic corporation or foreign corporation shall file the petition under
sub. (1) within 30 days after the department returns the document under
s. 181.0125 (3) (a). If the department does not return the document within the period specified in
s. 181.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in
s. 181.0125 (3) (b) expires.
181.0126(3)
(3) Remedies. The court may summarily order the department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.
