180.0103(5) (5)“Corporation" or “domestic corporation," except as used in sub. (9), means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to this chapter. “Corporation" or “domestic corporation" includes, to the extent provided under s. 180.1703, a corporation with capital stock but not organized for profit.
180.0103(6) (6)“Deliver" or “delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.
180.0103(6m) (6m)“Department", except in subs. (8) and (18), means the department of financial institutions.
180.0103(7) (7)“Distribution" means a direct or indirect transfer by a corporation of money or other property, other than its shares, or an incurrence of indebtedness by a corporation, to or for the benefit of its shareholders in respect to any of its shares, including but not limited to any of the following:
180.0103(7)(a) (a) A declaration or payment of a dividend.
180.0103(7)(b) (b) A purchase, redemption or other acquisition of shares.
180.0103(7)(c) (c) A distribution of evidences of indebtedness.
180.0103(7g) (7g)“Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
180.0103(7k) (7k)“Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
180.0103(7m) (7m)“Electronic transmission" or “electronically transmitted" means Internet transmission, telephonic transmission, electronic mail transmission, transmission of a telegram, cablegram, or datagram, or any other form or process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval, and reproduction of information by the recipient.
180.0103(8) (8)“Entity" includes a domestic corporation; a foreign corporation; a limited liability company; a nonstock corporation; a stock or nonstock cooperative association; an unincorporated cooperative association; a profit or nonprofit unincorporated association; a business trust; an estate; a partnership; a trust; 2 or more persons having a joint or common economic interest; a state or an agency, commission, department, authority, bureau or other instrumentality of a state; a governmental subdivision; the United States; and a foreign government.
180.0103(9) (9)“Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state, except a railroad corporation, an association created solely for religious or charitable purposes, an insurer or motor club, a savings and loan association, a savings bank or a common law trust.
180.0103(10) (10)“Governmental subdivision" includes a county, city, village, town and special purpose district.
180.0103(11) (11)“Individual" includes the estate of an individual adjudicated incompetent or a deceased natural person.
180.0103(11e) (11e)“Investment company" means a corporation that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1 to 80a-64, if the corporation's articles of incorporation state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1 to 80a-64.
180.0103(11m) (11m)“Person" includes an individual and an entity.
180.0103(12) (12)“Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 180.1622, that is designated as the principal office in its most recent annual report.
180.0103(12m) (12m)“Qualified new business venture" means a foreign corporation that is certified under s. 238.15 (1).
180.0103(13) (13)“Record date" means the date established under s. 180.0623 (4), 180.0640 (2), 180.0702 (2), 180.0704 (4), 180.0705 (3) or 180.0707 on which a corporation determines the identity of its shareholders for purposes of this chapter.
180.0103(14) (14)“Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
180.0103(15) (15)“Shares" means the units into which the proprietary interests in a corporation are divided.
180.0103(16) (16)“Signed" or “signature" includes the execution or adoption of a manual, facsimile, conformed, or electronic signature, or any symbol, with intent to authenticate a writing.
180.0103(17) (17)“Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
180.0103(17m) (17m)“Treasury shares" means shares of a corporation that have been issued, that have been subsequently acquired by and belong to the corporation and that have not been canceled or restored to the status of authorized but unissued shares.
180.0103(18) (18)“United States" includes an authority, bureau, commission, department and any other agency of the United States.
180.0103(19) (19)“Voting group" means any of the following:
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 180.0120 Filing requirements.
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) (c) Be in the English language, except that:
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)(d) (d) Contain the name of the drafter, if required by s. 182.01 (3).
180.0120(1)(e) (e) Be executed in accordance with sub. (3).
180.0120(1)(f) (f) Be on the form prescribed by the department if the document is described in s. 180.0121 (1).
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)(a) Any of the following persons may execute a document described in s. 180.0122 (1) (a), (b), (h) to (j), (Lg), (m) to (r) and (u) to (ym):
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)1. 1. The corporate seal.
180.0120(3)(c)2. 2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
180.0120(3)(c)3. 3. An acknowledgment, verification or proof.
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.
180.0120 History History: 1989 a. 303; 1991 a. 16; 1993 a. 323; 1995 a. 27.
180.0121 180.0121 Forms.
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)2. 2. A foreign corporation's application for a certificate of withdrawal under s. 180.1520.
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).
180.0121(1)(b) (b) The forms prescribed by the department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
180.0121(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.
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.
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)(a) (a) Articles of incorporation, $100.
180.0122(1)(b) (b) Application for use of indistinguishable name, $10.
180.0122(1)(c) (c) Written application for reserved name, $15.
180.0122(1)(d) (d) Written application for renewal of reserved name, $15.
180.0122(1)(e) (e) Telephone application for reserved name, $30.
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)(h) (h) Application for registered name, $50.
180.0122(1)(i) (i) Application for renewal of registered name, $50.
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)(L) (L) Agent's statement of resignation, $10.
180.0122(1)(Lg) (Lg) A director or principal officer statement under s. 180.0860 (1), $3.
180.0122(1)(Lr) (Lr) A director or principal officer resignation notice under s. 180.0860 (2), $3.
180.0122(1)(m) (m) Amendment of articles of incorporation, $40.
180.0122(1)(n) (n) Restatement of articles of incorporation with or without amendment of articles, $40.
180.0122(1)(o) (o) Articles of merger, $150.
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)(p) (p) Articles of dissolution, $20.
180.0122(1)(q) (q) Articles of revocation of dissolution, $10.
180.0122(1)(r) (r) Application for reinstatement following administrative dissolution, $90.
180.0122(1)(s) (s) Certificate of reinstatement, $10.
180.0122(1)(t) (t) Certificate of judicial dissolution, $10.
180.0122(1)(u) (u) Application for certificate of authority, $100, and, unless the application is made by a qualified new business venture, $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.
2019-20 Wisconsin Statutes updated through 2021 Wis. Act 79 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on October 1, 2021. Published and certified under s. 35.18. Changes effective after October 1, 2021, are designated by NOTES. (Published 10-1-21)