Wisconsin Legislature: SB810,163

10180.0112 Delivery of a record. (1) Except as otherwise provided in this
11chapter, permissible means of delivery of a record include delivery by hand, mail,
12conventional commercial practice, and electronic transmission.

13(2) Delivery to the department is effective only when a record is received by the
14department.

15Section 158 . 180.0120 (1) (intro.) of the statutes is amended to read:

16 180.0120 (1) (intro.) Except as provided in Subject to sub. (4), a document
17required or permitted to be filed under by the department pursuant to this chapter
18with the department must, a record must be received by the department, comply with
19this chapter, and satisfy all of the following requirements to be filed under s.
20180.0125 (2) (a):

21Section 159. 180.0120 (1) (g) of the statutes is amended to read:

22 180.0120 (1) (g) Be delivered to the department for filing and be accompanied
23by one exact or conformed copy and the filing fee required by s. 180.0122 unless and
24to the extent the department permits electronic delivery of records.

25Section 160. 180.0120 (3) (a) (intro.) of the statutes is amended to read:

1180.0120 (3) (a) (intro.) Any of the following persons may execute a document
2described in s. 180.0122 (1) (a), (b), (h) to (j), (Lg), (m) to (r) and (u) to (ym) par. (am):

3Section 161. 180.0120 (3) (am) of the statutes is created to read:

4 180.0120 (3) (am) The documents to which par. (a) applies are the following:

5 1. Articles of incorporation.

6 2. An application for use of indistinguishable name.

7 3. An application for registered name or renewal of registered name.

8 4. A statement of change of registered office.

9 5. A director or principal officer statement under s. 180.0860 (1).

10 6. Amendment of articles of incorporation.

11 7. Restatement of articles of incorporation with or without amendment of
12articles.

13 8. Articles of merger, conversion, interest exchange, or domestication.

14 9. Articles of dissolution.

15 10. Articles of revocation of dissolution.

16 11. An application for reinstatement following administrative dissolution.

17 12. An application for certificate of authority.

18 13. An application for amended certificate of authority.

19 14. An application for certificate of withdrawal.

20 15. An annual report of a domestic corporation or foreign corporation.

21 16. Articles of correction.

22Section 162. 180.0120 (5) and (6) of the statutes are created to read:

23 180.0120 (5) If law other than this chapter prohibits the disclosure by the
24department of information contained in a document delivered to the department for

1filing, the department shall file the document if the document otherwise complies
2with this chapter but may redact the information.

3(6) When a document is delivered to the department for filing, any fee required
4under s. 180.0122 and any fee, interest, or penalty required to be paid to the
5department must be paid in a manner permitted by the department.

6Section 163 . 180.0121 (1) (a) 4. of the statutes is amended to read:

7 180.0121 (1) (a) 4. An application for a certificate articles of conversion under
8s. 180.1161 (5).

9Section 164 . 180.0122 (1) (intro.) of the statutes is renumbered 180.0122 (1m)
10(intro.) and amended to read:

11 180.0122 (1m) (intro.) Except as provided under sub. (5), the department shall
12collect the following fees when the documents records described in this subsection
13are delivered to the department for filing or, under pars. (e) and (f), the telephone
14applications are made:

15Section 165 . 180.0122 (1) (a) to (ym) of the statutes are renumbered 180.0122
16(1m) (a) to (ym).

17Section 166 . 180.0122 (1) (yr) of the statutes is renumbered 180.0122 (1m) (yr)
18and amended to read:

19 180.0122 (1m) (yr) A certificate Articles of conversion, $150.

20Section 167 . 180.0122 (1) (z) of the statutes is repealed.

21Section 168 . 180.0122 (1g) of the statutes is created to read:

22 180.0122 (1g) Subject to subs. (1m) and (3), the department may collect a fee
23for filing, or providing a certified copy of, a record under this chapter. Any fee under
24this subsection shall be established by the department by rule. The department may
25also collect the fee established under s. 182.01 (4) (b) in connection with any request

1for a certificate of status under s. 180.0128 (1) to (3) or a statement of status under
2s. 180.0128 (4).

3Section 169 . 180.0122 (4) of the statutes is amended to read:

4 180.0122 (4) In addition to the fees required under sub. (1) (1m) or permitted
5under sub. (1g), the department shall may collect the expedited service fee
6established under s. 182.01 (4) (d) for processing in an expeditious manner a
7document record required or permitted to be filed with the department under this
8chapter and shall may collect the fee established under s. 182.01 (4) (f) for preparing
9in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a
10statement of status under s. 180.0128 (4).

11Section 170 . 180.0122 (5) of the statutes is amended to read:

12 180.0122 (5) The department, by rule, may specify a larger fee for filing
13documents records described in sub. (1) (1m) in paper format.

14Section 171 . 180.0123 (title) of the statutes is amended to read:

15180.0123 (title) Effective date and time of document.

16Section 172 . 180.0123 (1) (a) (intro.) of the statutes is amended to read:

17 180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3),
18180.1622 (5) or 180.1921 (4), a document record filed by the department under this
19chapter is effective on the date that it is received by the department for filing and at
20any of the following times on that date:

21Section 173. 180.0124 (1) of the statutes is renumbered 180.0124 (1) (intro.)
22and amended to read:

23 180.0124 (1) (intro.) A domestic corporation or foreign corporation may correct
24a document that is filed by the department before, on or after January 1, 1991, if the
25any of the following applies:

1(a) The document contains a statement that was incorrect at the time of filing
2or.

3(b) The document was defectively executed, including defects in any
4attestation, seal, verification, or acknowledgment.

5Section 174. 180.0124 (1) (c) of the statutes is created to read:

6 180.0124 (1) (c) The electronic transmission of the document to the department
7was defective.

8Section 175. 180.0124 (2) (d) of the statutes is created to read:

9 180.0124 (2) (d) Are signed by the person correcting the filed document.

10Section 176. 180.0125 (1) of the statutes is amended to read:

11 180.0125 (1) Upon receipt of a document by the department for filing, the
12department shall stamp or otherwise endorse the date of receipt on the original, the
13document copy and, upon request, any additional document copy received. The
14department shall return any additional document copy to the person delivering it,
15as confirmation of the date of receipt. The duty of the department under this section
16is ministerial.

17Section 177. 180.0125 (2) (b) of the statutes is renumbered 180.0125 (2) (b)
18(intro.) and amended to read:

19 180.0125 (2) (b) (intro.) If a domestic corporation or foreign corporation is in
20default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (yr)
21with respect to any of the following documents, the department shall refuse to file
22any document relating to the domestic corporation or foreign corporation until all
23delinquent fees are paid by the domestic corporation or foreign corporation.:

24Section 178. 180.0125 (2) (b) 1. to 19. of the statutes are created to read:

25 180.0125 (2) (b) 1. Articles of incorporation.

12. An application for use of indistinguishable name.

2 3. A written application for reserved name or renewal of reserved name.

3 4. A notice of transfer of reserved name or of registered name.

4 5. An application for registered name or renewal of registered name.

5 6. A statement of change of registered office.

6 7. Amendment of articles of incorporation.

7 8. Restatement of articles of incorporation with or without amendment of
8articles.

9 9. Articles of merger, conversion, interest exchange, or domestication.

10 10. Articles of dissolution.

11 11. Articles of revocation of dissolution.

12 12. An application for reinstatement following administrative dissolution.

13 13. Certificate of reinstatement.

14 14. Certificate of judicial dissolution.

15 15. An application for certificate of authority.

16 16. An application for amended certificate of authority.

17 17. An application for certificate of withdrawal.

18 18. An annual report of a domestic corporation or foreign corporation.

19 19. Articles of correction.

20Section 179. 180.0125 (4) (intro.) and (a) of the statutes are consolidated,
21renumbered 180.0125 (4) (intro.) and amended to read:

22 180.0125 (4) (intro.) Except as provided in s. 180.0203 (2), the department's
23filing of a document, or refusal to file, a document does not do any of the following:
24(a) Affect affect the validity or invalidity of the document in whole or part. and does
25not create a presumption of any of the following:

1Section 180. 180.0125 (4) (am) of the statutes is created to read:

2 180.0125 (4) (am) That the document does or does not conform to the
3requirements of this chapter.

4Section 181. 180.0125 (4) (b) of the statutes is repealed.

5Section 182. 180.0125 (4) (c) of the statutes is amended to read:

6 180.0125 (4) (c) Create a presumption that the document is valid or invalid or
7that That the information contained in the document is correct or incorrect.

8Section 183 . 180.0128 (2) (b) 5. of the statutes is amended to read:

9 180.0128 (2) (b) 5. The foreign corporation has not applied for a certificate of
10withdrawal under s. 180.1520 and is not the subject of a proceeding under s. 180.1531
11to revoke, if not, the effective date of its certificate of authority.

12Section 184 . 180.0141 (title), (1), (2) and (3) of the statutes are repealed and
13recreated to read: