AB854,262,1210
180.1508
(4) A registered agent promptly shall furnish notice to the
11represented foreign corporation of the filing by the department of the statement of
12change and the changes made by the statement.
AB854,362
13Section 362
. 180.1509 (1) (intro.), (a), (b), (c) and (d) of the statutes are
14amended to read:
AB854,262,1715
180.1509
(1) (intro.)
The
A registered agent
of a foreign corporation may resign
16as agent for a foreign corporation by
signing and delivering to the department for
17filing a statement of resignation that
includes
states all of the following
information:
AB854,262,1818
(a) The name of the foreign corporation
for which the registered agent is acting.
AB854,262,1919
(b) The name of the
registered agent.
AB854,262,2120
(c) The
street address of the foreign corporation's current registered office and
21its principal office
to which the department will send the notice required by sub. (2).
AB854,262,2322
(d)
A statement that That the registered agent resigns
from serving as
23registered agent for the foreign corporation.
AB854,363
24Section 363
. 180.1509 (4) and (5) of the statutes are created to read:
AB854,263,5
1180.1509
(4) When a statement of resignation takes effect, the registered agent
2ceases to have responsibility under this chapter for any matter thereafter tendered
3to it as agent for the foreign corporation. The resignation does not affect any
4contractual rights the foreign corporation has against the agent or that the agent has
5against the foreign corporation.
AB854,263,7
6(5) A registered agent may resign with respect to a foreign corporation whether
7or not the foreign corporation is in good standing.
AB854,364
8Section 364
. 180.1510 (4) (a) (intro.) of the statutes is amended to read:
AB854,263,149
180.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
10(2) or (3),
except as provided in par. (b), the foreign corporation may be served by
11registered or certified mail, return receipt requested, addressed to the foreign
12corporation at its principal office
, as shown on the records of the department,
except
13as provided in par. (b). Service is perfected under this paragraph at the earliest of
14the following:
AB854,365
15Section 365
. 180.1520 (2) (c) of the statutes is amended to read:
AB854,263,2016
180.1520
(2) (c) A statement
that whether it revokes the authority of its
17registered agent to accept service on its behalf and
, in any event, that it consents to
18service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative
19or investigatory proceeding based on a cause of action arising while it was authorized
20to transact business in this state.
AB854,366
21Section
366. 180.1530 (1) (a), (d), (e) and (f) of the statutes are amended to
22read:
AB854,263,2423
180.1530
(1) (a) The foreign corporation
fails to does not have on file its annual
24report with the department within 4 months after it is due.
AB854,264,4
1(d) The foreign corporation does not
inform notify the department under s.
2180.1508 or 180.1509
within 6 months that its registered agent or registered office
3has changed, that its registered agent has resigned or that its registered office has
4been discontinued
, within 6 months of the change, resignation or discontinuance.
AB854,264,75
(e) The foreign corporation obtained its certificate of authority through fraud
6or its application for certificate of authority contains fraudulent or materially false
7information.
AB854,264,118
(f) The department receives a duly authenticated certificate from the secretary
9of state or other official having custody of corporate records in the state or country
10under whose law the foreign corporation is incorporated stating that it has been
11dissolved or disappeared as the result of a merger
or other event.
AB854,367
12Section 367
. 180.1531 (1) of the statutes is amended to read:
AB854,264,1713
180.1531
(1) If the department determines that one or more grounds exist
14under s. 180.1530 (1) for revocation of a certificate of authority, the department shall
15give the foreign corporation under s. 180.0141 notice of the determination.
16Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing
17and addressed to the registered office of the foreign corporation.
AB854,368
18Section
368. 180.1531 (2) (a) of the statutes is amended to read:
AB854,264,2319
180.1531
(2) (a) Within 60 days after the notice takes effect under s. 180.0141
20(5) (a), the foreign corporation shall
, with respect to each ground for revocation,
21either correct
each ground for revocation
it or demonstrate to the reasonable
22satisfaction of the department that
each ground determined by the department it 23does not exist.
AB854,369
24Section
369. 180.1531 (2) (b) of the statutes is amended to read:
AB854,265,8
1180.1531
(2) (b) If the foreign corporation fails to satisfy par. (a), the
2department may revoke the foreign corporation's certificate of authority
by entering.
3The department shall enter a notation in
the department's its records to reflect each
4ground for revocation and the effective date of
the revocation
and shall give the
5corporation notice of those facts. The department shall give the foreign corporation
6under s. 180.0141 notice of each ground for revocation and the effective date of the
7revocation.
Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be
8in writing and addressed to the registered office of the foreign corporation.
AB854,370
9Section
370. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:
AB854,265,1310
180.1531
(2) (c) 1. (intro.)
If a foreign corporation's certificate of authority is
11revoked after December 31, 1991, the The department shall reinstate the certificate
12of authority if the foreign corporation does all of the following within
the later of
13October 4, 1993 or 6 months after the effective date of the certificate of revocation:
AB854,371
14Section
371. 180.1531 (2) (c) 1m. of the statutes is created to read:
AB854,265,2015
180.1531
(2) (c) 1m. Upon reinstatement of a corporation's certificate of
16authority under subd. 1., the department shall enter a notation in its records revising
17the notation specified in par. (b) to reflect cancellation of the revocation and
18reinstatement of the corporation's certificate of authority. The notation shall state
19the effective date of reinstatement. The department shall provide notice of the
20reinstatement to the corporation or its registered agent.
AB854,372
21Section
372. 180.1531 (2) (c) 2. (intro.) and b. of the statutes are created to
22read:
AB854,265,2423
180.1531
(2) (c) 2. (intro.) When the reinstatement under this section is
24effective, all of the following shall apply:
AB854,266,2
1b. The rights of a person arising out of an act or omission in reliance on the
2revocation before the person knew or had notice of the reinstatement are unaffected.
AB854,373
3Section
373. 180.1531 (2) (c) 2. of the statutes is renumbered 180.1531 (2) (c)
42. a. and amended to read:
AB854,266,85
180.1531
(2) (c) 2. a.
A
Except as provided in subd. 2. b., the reinstatement
6under this paragraph shall relate relates back to and
take takes effect as of the
7effective date of the revocation, and the foreign corporation may resume carrying on
8its business as if the revocation never occurred.
AB854,374
9Section
374. 180.1531 (2m) (a) of the statutes is amended to read:
AB854,266,1410
180.1531
(2m) (a) If a notice under sub. (1) or (2) (b) is returned to the
11department as undeliverable, the department shall again give notice to the
12corporation under s. 180.0141.
Notwithstanding s. 180.0141 (2) (b), (3), and (4) and
13except Except as provided under par. (b),
the this notice
under this paragraph shall
14be in writing and addressed to the principal office of the foreign corporation.
AB854,375
15Section
375. 180.1532 (1) of the statutes is amended to read:
AB854,266,2216
180.1532
(1) A foreign corporation may appeal the department's revocation of
17its certificate of authority under s. 180.1530 (1) to the circuit court for the county
18where the foreign corporation's principal office or, if none in this state, its registered
19office is located, within 30 days after the notice of revocation takes effect under s.
20180.0141 (5) (a).
The To appeal, the foreign corporation shall
appeal by petitioning 21petition the court to set aside the revocation and
attaching attach to the petition
22copies of its certificate of authority and the department's notice of revocation.
AB854,376
23Section
376. 180.1622 (1) (intro.), (b), (c) and (d) of the statutes are amended
24to read:
AB854,267,4
1180.1622
(1) (intro.) Except as provided in s. 180.1921, each domestic
2corporation and each foreign corporation authorized to transact business in this
3state shall
file with deliver to the department an annual report that
includes states 4all of the following
information:
AB854,267,65
(b) The
street address of its registered office
in this state and the name
and
6e-mail address of its registered agent at that office
in this state.
AB854,267,77
(c) The
e-mail address and street address of its principal office.
AB854,267,88
(d) The name and business
street address of each director and principal officer.
AB854,377
9Section
377. 180.1622 (2) of the statutes is amended to read:
AB854,267,1410
180.1622
(2) (a) Information in the annual report shall be current as of the date
11on which the
annual report is
executed on behalf of a signed by the domestic
12corporation, except that the information required by sub. (1) (f) and (g) shall be
13current as of the close of the domestic corporation's fiscal year immediately before the
14date by which the annual report is required to be delivered to the department.
AB854,267,2015
(b) Information in the annual report shall be current as of the date
on which 16the
annual report is
executed on behalf of a signed by the foreign corporation, except
17that the information required by sub. (1) (f) to (i) shall be current as of the date of the
18close of the foreign corporation's fiscal year in the 12 months ending on the
19September 30 immediately before the date by which the annual report is required
20to be delivered to the department.
AB854,378
21Section
378. 180.1622 (6) of the statutes is created to read:
AB854,267,2522
180.1622
(6) If an annual report contains a registered office or registered agent
23which differs from the information shown in the records of the department
24immediately before the report becomes effective, the differing information is
25considered a statement of change under s. 180.0502 or 180.1508.
AB854,379
1Section
379. 180.1706 (1) of the statutes is amended to read:
AB854,268,92
180.1706
(1) Except to the extent that the corporation's articles of
3incorporation are amended to provide that the voting requirements of s. 180.1003 (3),
4180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and
5(3) govern the shareholder vote required on a proposal concerning a subject covered
6by s. 180.1003 (3),
180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2)
7if the corporation was organized before January 1, 1973, and has not expressly
8elected, before January 1, 1991, majority or greater affirmative voting requirements
9under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal.
AB854,380
10Section
380. 180.1706 (2) (intro.) of the statutes is amended to read:
AB854,268,1411
180.1706
(2) (intro.) Except as provided in sub. (3), in lieu of the vote required
12by s. 180.1003 (3),
180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2),
13whichever is applicable to the subject matter of a proposal, a proposal described in
14sub. (1) must be approved as follows:
AB854,381
15Section
381. 180.1707 (1) of the statutes is amended to read:
AB854,268,2116
180.1707
(1) Sections 180.1004 and
180.1103 (4) (a) 180.11032 (4) do not apply
17to shares of a preexisting class if a corporation in existence on January 1, 1991
18provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004
19and
180.1103 180.11032 (4), govern whether shares of a preexisting class are entitled
20to vote as a class on a proposed amendment to the articles of incorporation or plan
21of merger.
AB854,382
22Section
382. 180.1708 (5) of the statutes is amended to read:
AB854,269,223
180.1708
(5) Mergers. Sections 180.1101
and 180.1103, 180.11012, and
24180.11031 to 180.1106 apply to a merger, and ss. 180.1301 to 180.1331 apply to
1dissenters' rights arising from a merger, for which a plan of merger is approved by
2the board of directors on or after January 1, 1991.
AB854,383
3Section
383. 180.1805 (5) of the statutes is amended to read:
AB854,269,64
180.1805
(5) By merger or
share
interest exchange that becomes effective
5under ss. 180.1101 to 180.1106 or
a share
an interest exchange of existing shares for
6other shares of a different class or series in the corporation.
AB854,384
7Section
384. 180.1813 (title) of the statutes is amended to read:
AB854,269,8
8180.1813 (title)
Merger, share interest exchange, and sale of assets.
AB854,385
9Section
385. 180.1813 (1) of the statutes is amended to read:
AB854,269,1510
180.1813
(1) (a) Notwithstanding ss.
180.1103 180.11032 (3) to (5) and
11180.1104, a plan of merger or
share interest exchange that will terminate the status
12of the corporation as a statutory close corporation must be approved by the holders
13of at least two-thirds of the votes of each class or series of shares of the statutory close
14corporation, voting as separate voting groups, whether or not the holders are
15otherwise entitled to vote on the plan.
AB854,269,2016
(b) Notwithstanding ss.
180.1103 180.11032 (3) to (5) and 180.1104, a plan of
17merger under which the surviving corporation will become a statutory close
18corporation must be approved by the holders of at least two-thirds of the votes of each
19class or series of shares of the surviving corporation, voting as separate voting
20groups, whether or not the holders are otherwise entitled to vote on the plan.
AB854,270,221
(c) Notwithstanding s.
180.1103 180.11032 (3) and (4), if under a plan of
share 22interest exchange the corporation whose shares will be acquired in the
share interest 23exchange will become a statutory close corporation, the
share interest exchange
24must be approved by the holders of at least two-thirds of the votes of each class or
1series of shares of the corporation whose shares will be acquired, voting as separate
2voting groups, whether or not the holders are otherwise entitled to vote on the plan.
AB854,270,53
(d) If a plan of merger or
share interest exchange is approved, a shareholder
4who did not vote in favor of the plan is entitled to assert dissenters' rights under ss.
5180.1301 to 180.1331.
AB854,386
6Section
386. 181.0103 (5) of the statutes is amended to read:
AB854,270,107
181.0103
(5) “Corporation" or “domestic corporation" means, except as used in
8subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that
9is
incorporated under or becomes subject to
the provisions of this chapter, except a
10foreign corporation.
AB854,387
11Section 387
. 181.0103 (10g) of the statutes is created to read:
AB854,270,1312
181.0103
(10g) “Domestic" means, with respect to an entity, an entity whose
13governing law is the law of this state.
AB854,388
14Section
388. 181.0103 (12) of the statutes is amended to read:
AB854,270,2215
181.0103
(12) “Entity" means any person other than
a natural person an
16individual and includes a domestic corporation; a foreign corporation; a limited
17liability company; a stock corporation; a partnership; a limited partnership; a
18general cooperative association; a limited cooperative association; a profit or
19nonprofit unincorporated association; a statutory trust; a business trust; a
20common-law business trust; an estate; a trust; an association, joint venture, public
21corporation, government or governmental subdivision, agency, or instrumentality;
22or any other legal or commercial entity.
AB854,389
23Section 389
. 181.0103 (12g) of the statutes is created to read:
AB854,270,2524
181.0103
(12g) “Foreign" means, with respect to an entity, an entity whose
25governing law is other than the law of this state.
AB854,390
1Section
390. 181.0103 (13) of the statutes is amended to read:
AB854,271,42
181.0103
(13) “Foreign corporation" means a
nonprofit or nonstock corporation
3organized under a law other than the law of this state
and whose governing law is
4other than the law of this state.
AB854,391
5Section 391
. 181.0103 (13g) and (13m) of the statutes are created to read:
AB854,271,76
181.0103
(13g) “General cooperative association" means, with respect to a
7Wisconsin cooperative, a cooperative organized under ch. 185.
AB854,271,12
8(13m) “Governing law" means, with respect to an entity, the law of the
9jurisdiction that collectively governs its internal affairs and the liability of the
10persons associated with the entity for a debt, obligation, or other liability of the entity
11under s. 181.0107 or the corresponding applicable law with respect to entities other
12than domestic corporations.
AB854,392
13Section 392
. 181.0103 (14g) and (14m) of the statutes are created to read:
AB854,271,1614
181.0103
(14g) “Jurisdiction," used to refer to a political entity, means the
15United States, a state, a foreign country, or a political subdivision of a foreign
16country.
AB854,271,18
17(14m) “Limited cooperative association" means, with respect to a Wisconsin
18cooperative, a cooperative organized under ch. 193.
AB854,393
19Section 393
. 181.0103 (18m) of the statutes is created to read:
AB854,271,2520
181.0103
(18m) “Person" means an individual, business corporation, nonprofit
21or nonstock corporation, partnership, limited partnership, limited liability company,
22general cooperative association, limited cooperative association, unincorporated
23association, statutory trust, business trust, common-law business trust, estate,
24trust, association, joint venture, public corporation, government or governmental
25subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB854,394
1Section
394. 181.0103 (19) of the statutes is amended to read:
AB854,272,62
181.0103
(19) “Principal office" means the office, whether in or outside this
3state, of a domestic corporation or foreign corporation in which are located its
4principal executive offices and, if the domestic corporation or foreign corporation has
5filed an annual report under s.
181.1622 181.0214, that is designated as the principal
6office in its most recent annual report.
AB854,395
7Section 395
. 181.0103 (20m) and (20r) of the statutes are created to read:
AB854,272,98
181.0103
(20m) “Property" means all property, whether real, personal, or
9mixed or tangible or intangible, or any right or interest therein.
AB854,272,12
10(20r) “Record," used as a noun, means information that is inscribed on a
11tangible medium or that is stored in an electronic or other medium and is retrievable
12in perceivable form.
AB854,396
13Section 396
. 181.0103 (21m) of the statutes is created to read: