180.0103 (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 becomes 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.
258,146
Section
146. 180.0103 (7d) of the statutes is created to read:
180.0103 (7d) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.
258,147
Section
147. 180.0103 (8) of the statutes is amended to read:
180.0103 (8) “Entity" means a person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a nonprofit or nonstock corporation; a limited partnership; a partnership; a stock or nonstock general cooperative association; an unincorporated a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a business trust or common-law 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 an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.
258,148
Section
148. 180.0103 (8r) of the statutes is created to read:
180.0103 (8r) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.
258,149
Section
149. 180.0103 (9) of the statutes is amended to read:
180.0103 (9) “Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state and whose governing law is 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.
258,150
Section
150. 180.0103 (9m) and (9r) of the statutes are created to read:
180.0103 (9m) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.
(9r) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 180.0105 or the corresponding applicable law with respect to entities other than domestic corporations.
258,151
Section
151. 180.0103 (11g) and (11i) of the statutes are created to read:
180.0103 (11g) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(11i) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.
258,152
Section
152. 180.0103 (11m) of the statutes is amended to read:
180.0103 (11m) “Person" includes means an individual and an entity, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
258,153
Section
153. 180.0103 (12g) of the statutes is created to read:
180.0103 (12g) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
258,154
Section 154
. 180.0103 (12r) of the statutes is created to read:
180.0103 (12r) “Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
258,155
Section
155. 180.0103 (13m) of the statutes is created to read:
180.0103 (13m) “Registered agent" means an agent of a corporation or foreign corporation that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the corporation or foreign corporation.
258,156
Section
156. 180.0103 (16m) of the statutes is created to read:
180.0103 (16m) “State" means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
258,157
Section
157. 180.0103 (17g) of the statutes is created to read:
180.0103 (17g) “Transfer" includes all of the following:
(a) An assignment.
(b) A conveyance.
(c) A sale.
(d) A lease.
(e) An encumbrance, including a mortgage or security interest.
(f) A gift.
(g) A transfer by operation of law.
258,158
Section
158. 180.0105 of the statutes is created to read:
180.0105 Governing law. (1) The law of this state governs all of the internal affairs of a corporation.
(2) The fact that one or more shareholders of a corporation are, or are not, subject to tax on the income of the corporation shall have no effect on the application of the law of this state under sub. (1) other than as a fact to be taken into account in the application of such law.
258,159
Section 159
. 180.0112 of the statutes is created to read:
180.0112 Delivery of a record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(2) Delivery to the department is effective only when a record is received by the department.
258,160
Section 160
. 180.0120 (1) (intro.) of the statutes is amended to read:
180.0120 (1) (intro.) Except as provided in Subject to sub. (4), a document required or permitted to be filed under by the department pursuant to this chapter with the department must, a record must be received by the department, comply with this chapter, and satisfy all of the following requirements to be filed under s. 180.0125 (2) (a):
258,161
Section
161. 180.0120 (1) (g) of the statutes is amended to read:
180.0120 (1) (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
unless and to the extent the department permits electronic delivery of records.
258,162
Section
162. 180.0120 (3) (a) (intro.) of the statutes is amended to read:
180.0120 (3) (a) (intro.) 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) par. (am):
258,163
Section
163. 180.0120 (3) (am) of the statutes is created to read:
180.0120 (3) (am) The documents to which par. (a) applies are the following:
1. Articles of incorporation.
2. An application for use of indistinguishable name.
3. An application for registered name or renewal of registered name.
4. A statement of change of registered office.
5. A director or principal officer statement under s. 180.0860 (1).
6. Amendment of articles of incorporation.
7. Restatement of articles of incorporation with or without amendment of articles.
8. Articles of merger, conversion, interest exchange, or domestication.
9. Articles of dissolution.
10. Articles of revocation of dissolution.
11. An application for reinstatement following administrative dissolution.
12. An application for certificate of authority.
13. An application for amended certificate of authority.
14. An application for certificate of withdrawal.
15. An annual report of a domestic corporation or foreign corporation.
16. Articles of correction.
258,164
Section
164. 180.0120 (5) and (6) of the statutes are created to read:
180.0120 (5) If law other than this chapter prohibits the disclosure by the department of information contained in a document delivered to the department for filing, the department shall file the document if the document otherwise complies with this chapter but may redact the information.
(6) When a document is delivered to the department for filing, any fee required under s. 180.0122 and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.
258,165
Section 165
. 180.0121 (1) (a) 4. of the statutes is amended to read:
180.0121 (1) (a) 4. An application for a certificate articles of conversion under s. 180.1161 (5).
258,166
Section 166
. 180.0122 (1) (intro.) of the statutes is renumbered 180.0122 (1m) (intro.) and amended to read:
180.0122 (1m) (intro.) Except as provided under sub. (5), the department shall collect the following fees when the documents records described in this subsection are delivered to the department for filing or, under pars. (e) and (f), the telephone applications are made:
258,167
Section 167
. 180.0122 (1) (a) to (ym) of the statutes are renumbered 180.0122 (1m) (a) to (ym).
258,168
Section 168
. 180.0122 (1) (yr) of the statutes is renumbered 180.0122 (1m) (yr) and amended to read:
180.0122 (1m) (yr) A certificate
Articles of conversion, $150.
258,169
Section 169
. 180.0122 (1) (z) of the statutes is repealed.
258,170
Section 170
. 180.0122 (1g) of the statutes is created to read:
180.0122 (1g) Subject to subs. (1m) and (3), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. Any fee under this subsection shall be established by the department by rule. The department may also collect the fee established under s. 182.01 (4) (b) in connection with any request for a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
258,171
Section 171
. 180.0122 (4) of the statutes is amended to read:
180.0122 (4) In addition to the fees required under sub. (1) (1m) or permitted under sub. (1g), the department shall may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a document record required or permitted to be filed with the department under this chapter and
shall may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).
258,172
Section 172
. 180.0122 (5) of the statutes is amended to read:
180.0122 (5) The department, by rule, may specify a larger fee for filing documents records described in sub. (1) (1m) in paper format.
258,173
Section 173
. 180.0123 (title) of the statutes is amended to read:
180.0123 (title) Effective date and time of document.
258,174
Section 174
. 180.0123 (1) (a) (intro.) of the statutes is amended to read:
180.0123 (1) (a) (intro.) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a document record 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:
258,175
Section
175. 180.0124 (1) of the statutes is renumbered 180.0124 (1) (intro.) and amended to read:
180.0124 (1) (intro.) A domestic corporation or foreign corporation may correct a document that is filed by the department before, on or after January 1, 1991, if the any of the following applies:
(a) The document contains a statement that was incorrect at the time of filing or.
(b) The document was defectively executed, including defects in any attestation, seal, verification, or acknowledgment.
