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.
181.0126 History
History: 1997 a. 79.
181.0127
181.0127
Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.
181.0127 History
History: 1997 a. 79.
181.0128
181.0128
Confirmation of status. 181.0128(1)
(1)
Who may request. Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.
181.0128(2)
(2) Required content of certificate of status. A certificate of status shall include all of the following information:
181.0128(2)(a)
(a) The domestic corporation's corporate name or the foreign corporation's corporate name and fictitious name, if any, used in this state.
181.0128(2)(b)1.
1. The domestic corporation is incorporated under the laws of this state, or the foreign corporation is authorized to transact business in this state.
181.0128(2)(b)3.
3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by
s. 181.1622.
181.0128(2)(b)4.
4. The domestic corporation has not filed articles of dissolution.
181.0128(2)(b)5.
5. The foreign corporation has not applied for a certificate of withdrawal under
s. 181.1520 and is not the subject of a proceeding under
s. 181.1531 to revoke its certificate of authority.
181.0128(2)(c)
(c) The domestic corporation's date of incorporation and the period of its duration if less than perpetual.
181.0128(3)
(3) Other content of certificate of status. The certificate of status may include other facts of record in the department that are requested.
181.0128(4)
(4) Statement of status. Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under
sub. (2) and may contain any other information permitted under
sub. (3).
181.0128(5)
(5) Evidential effect. Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
181.0128(6)
(6) Confirmation of information by telephone. Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under
sub. (2) and may confirm any other information permitted under
sub. (3).
181.0128 History
History: 1997 a. 79.
181.0129
181.0129
Penalty for false document. 181.0129(1)
(1)
Signing false document. A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.
181.0129(2)
(2) Penalty. Whoever violates this section is guilty of a Class I felony.
181.0129 History
History: 1997 a. 79,
283;
2001 a. 109.
181.0141(1)(1)
Applicability. This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section.
181.0141(2)(a)(a) A person shall give notice in writing, except as provided in
par. (b).
181.0141(2)(b)
(b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.
181.0141(3)
(3) Method of communication. Unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
181.0141(4)
(4) Address to be used. Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under
s. 181.1622, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
181.0141(5)(a)2.
2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
181.0141(5)(a)3.
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
181.0141(5)(a)4.
4. On the effective date specified in the articles of incorporation or bylaws.
181.0141(5)(b)
(b) Written notice by a domestic corporation or foreign corporation to its member is effective when mailed and may be addressed to the member's address shown in the domestic corporation's or foreign corporation's current record of members.
181.0141 History
History: 1997 a. 79.
181.0160(1)(1)
When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation's principal office is located, or if a corporation's principal office is not located in this state the circuit court for the county where the corporation's registered office is located, may order a corporation to hold a meeting of members, delegates or directors or may order a corporation to authorize a written ballot for obtaining the vote of members, delegates or directors. The court may enter an order under this subsection only if at least one of the following conditions is met:
181.0160(1)(a)
(a) Upon the petition of the attorney general or a director, officer, delegate or member of the corporation, the court determines that it is impractical or impossible for the corporation to call or conduct a meeting of its members, delegates or directors, or to otherwise obtain their consent, in the manner described in this chapter or the corporation's articles of incorporation or bylaws.
181.0160(1)(b)
(b) Upon the petition of a member or another person entitled to participate in an annual member meeting, the court determines that the annual meeting was not held within 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting.
181.0160(1)(c)
(c) Upon the petition of a member or another person entitled to participate in a regular meeting, the court determines that the regular meeting is not held within 40 days after the date by which it was required to be held.
181.0160(1)(d)
(d) Upon the petition of a member who signed a valid demand under
s. 181.0702 for a special meeting or upon the petition of another person entitled to call a special meeting, the court determines that notice of the special meeting was not given within 30 days after the date on which the demand was delivered to a corporate officer or that the special meeting was not held in accordance with the notice.
181.0160(2)
(2) Notice. The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, the bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to
s. 181.0141. In a proceeding under this section the court may determine who the members, delegates or directors are.
181.0160(3)
(3) Voting requirements. In an order issued under this section, the court may dispense with any requirement relating to the holding of or voting at meetings or to obtaining votes, including any quorum requirement or any requirement as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation or bylaws or this chapter. The court may fix alternate quorum or voting requirements and enter other orders necessary to accomplish the purpose of the meeting.
181.0160(4)(a)(a) Whenever practical, any order issued under this section shall limit the subject matter of meetings or other forms of consent authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section.
181.0160(4)(b)
(b) Notwithstanding
par. (a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for dissolution, merger or the sale of assets.
181.0160(5)
(5) Effect of meeting or ballot. Any meeting or other method of obtaining the vote of members, delegates or directors conducted under an order issued under this section and that complies with all of the provisions of the order is for all purposes a valid meeting or vote and shall have the same effect as if it complied with every requirement imposed by the articles of incorporation, the bylaws and this chapter.
181.0160 History
History: 1997 a. 79.
INCORPORATION
181.0201
181.0201
Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.
181.0201 History
History: 1997 a. 79.
181.0202
181.0202
Articles of incorporation. 181.0202(1)
(1)
Required content. The articles of incorporation shall include all of the following information:
181.0202(1)(a)
(a) A statement that the corporation is incorporated under this chapter.
181.0202(1)(c)
(c) The mailing address of the initial principal office of the corporation.
181.0202(1)(d)
(d) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.
181.0202(2)
(2) Permissible content. The articles of incorporation may set forth other information, including any of the following:
181.0202(2)(a)
(a) The names and addresses of the natural persons who will serve as the initial directors.
181.0202(2)(b)1.
1. The purpose or purposes for which the corporation is organized.
181.0202(2)(b)2.
2. Managing the business and regulating the affairs of the corporation.
181.0202(2)(b)4.
4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.
181.0202(2)(c)
(c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.
181.0202(3)
(3) Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.
