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AB566,291,2419 181.0504 (1) A corporation's registered agent is the corporation's agent for
20service of
corporation may be served with any process, notice, or demand required
21or permitted by law to be served on the corporation by serving its registered agent.
22The department may serve any written notice required or authorized under this
23chapter by e-mailing it to the registered agent's e-mail address on file with the
24department, and such notice shall be effective as provided in s. 181.0105 (4)
.
AB566,485 25Section 485. 181.0504 (2) (title) of the statutes is repealed.
AB566,486
1Section 486. 181.0504 (2) (intro.), (a) and (c) of the statutes are amended to
2read:
AB566,292,83 181.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no
4registered agent, or the its registered agent cannot with reasonable diligence be
5served, the corporation may be served by registered or certified mail, return receipt
6requested, or by similar commercial delivery service, addressed to the corporation at
7its principal office, as shown on the records of the department on the date of sending.
8Service is perfected under this subsection at the earliest of the following:
AB566,292,109 (a) The date on which the corporation receives the mail or delivery by
10commercial delivery service
.
AB566,292,1311 (c) Five days after its deposit it is deposited in the U.S. mail, if mailed postpaid
12and correctly addressed
or with the commercial delivery service, if correctly
13addressed and with sufficient postage or payment
.
AB566,487 14Section 487. 181.0504 (3) (title) of the statutes is repealed.
AB566,488 15Section 488. 181.0504 (3) of the statutes is amended to read:
AB566,292,2416 181.0504 (3) Except as provided in s. 181.1421 (2) (b), if If process, notice, or
17demand in an action cannot be served on a corporation pursuant to sub. (1) or (2),
18service may be made by handing a copy to the individual in charge of any regular
19place of business or activity of the corporation if the individual served is not a
20plaintiff in the action. If
the address of the corporation's principal office cannot be
21determined from the records held by of the department, the corporation may be
22served by publishing a class 3 notice, under ch. 985, in the community where the
23corporation's principal office or registered office, as most recently designated in the
24records of the department, is located.
AB566,489 25Section 489. 181.0504 (3m) of the statutes is created to read:
AB566,293,2
1181.0504 (3m) Service of process, notice, or demand on a registered agent must
2be in a written record.
AB566,490 3Section 490. 181.0504 (4) of the statutes is repealed and recreated to read:
AB566,293,54 181.0504 (4) Service of process, notice, or demand may be made by other means
5under law other than this chapter.
AB566,491 6Section 491. 181.0505 of the statutes is created to read:
AB566,293,15 7181.0505 Change of name or address by registered agent. (1) If the name
8or e-mail address of a registered agent changes or if the street address of a registered
9agent's office changes, the registered agent may change the name or e-mail address
10of the registered agent or street address of the registered office of any corporation or
11foreign corporation for which he, she, or it is the registered agent. To make the
12change under this subsection, the registered agent shall notify the corporation or
13foreign corporation in writing of the change and deliver to the department for filing
14a statement of change that recites that the corporation or foreign corporation has
15been notified of the change and states all of the following:
AB566,293,1716 (a) The name of the corporation or foreign corporation represented by the
17registered agent.
AB566,293,1918 (b) The name, e-mail address, and street address of the agent as currently
19shown in the records of the department for the corporation or foreign corporation.
AB566,293,2020 (c) Any new name, new e-mail address, or new street address of the agent.
AB566,293,23 21(2) A registered agent promptly shall furnish notice to the represented
22corporation or foreign corporation of the filing by the department of the statement
23of change and the changes made by the statement.
AB566,492 24Section 492. 181.0506 of the statutes is created to read:
AB566,294,3
1181.0506 Delivery of record. (1) Except as otherwise provided in this
2chapter, permissible means of delivery of a record include delivery by hand, mail,
3conventional commercial practice, and electronic transmission.
AB566,294,5 4(2) Delivery to the department is effective only when a record is received by the
5department.
AB566,493 6Section 493. 181.0507 of the statutes is created to read:
AB566,294,11 7181.0507 Filing fees; certified copies. (1) Subject to sub. (2) (a), the
8department may collect a fee for filing, or providing a certified copy of, a record under
9this chapter. The department may charge a fee for providing a certified copy of any
10record, or for filing any record not identified in sub. (2) (a), pursuant to a rule
11promulgated under this subsection or s. 182.01 (4).
AB566,294,14 12(2) (a) Except as provided under par. (c), the department shall collect the
13following fees when the records described in this paragraph are delivered to the
14department for filing:
AB566,294,1515 1. Articles of incorporation, $35.
AB566,294,1616 2. Application for use of an indistinguishable name, $10.
AB566,294,1717 3. Application for a reserved name, $10.
AB566,294,1818 4. Application for renewal of a reserved name, $10.
AB566,294,1919 5. Notice of transfer of reserved name, $20.
AB566,294,2020 6. Application for registered name, $50.
AB566,294,2121 7. Application for renewal of registered name, $50.
AB566,294,2422 8. Statement of change of registered agent or registered office or registered
23agent's name, e-mail address, or street address under s. 181.0502, 181.0505, or
24181.1508, $10.
AB566,294,2525 9. Statement of resignation of registered agent, $10.
AB566,295,1
110. Amendment or restatement of articles of incorporation, $40.
AB566,295,22 11. Articles of merger, interest exchange, conversion, or domestication, $150.
AB566,295,33 12. Articles of dissolution, $20.
AB566,295,44 13. Application for certificate of authority, $100.
AB566,295,55 14. Application for amended certificate of authority, $40.
AB566,295,66 15. Application for certificate of withdrawal of foreign corporation, $40.
AB566,295,77 16. Statement of correction, $40.
AB566,295,88 17. Annual report of a domestic corporation, $25.
AB566,295,99 18. Annual report of a foreign corporation, $65.
AB566,295,1510 (b) In addition to the fees required under par. (a) or permitted under sub. (1),
11the department may collect the expedited service fee established under s. 182.01 (4)
12(d) for processing in an expeditious manner a record required or permitted to be filed
13with the department under this chapter and may collect the fee established under
14s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or
15certificate of registration under s. 181.0213.
AB566,295,1716 (c) The department may, by rule, specify a larger fee for filing records in paper
17format.
AB566,295,19 18(3) A certified copy of a record filed by the department is conclusive evidence
19that the original record is on file with the department.
AB566,295,24 20(4) A person may not sign a document with intent that it be delivered to the
21department for filing, or deliver a document or cause a document to be delivered to
22the department for filing, if the person knows that the document is false in any
23material respect at the time of its delivery. Whoever violates this subsection is guilty
24of a Class I felony.
AB566,494 25Section 494. 181.0670 (2) (d) of the statutes is amended to read:
AB566,296,2
1181.0670 (2) (d) An act or omission for which the volunteer received
2compensation or any thing anything of substantial value instead of compensation.
AB566,495 3Section 495 . 181.0704 (5) of the statutes is created to read:
AB566,296,104 181.0704 (5) Consent effective at future time. Any person executing a
5consent may provide, whether through instruction to an agent or otherwise, that a
6consent to action will be effective at a future time, including a time determined upon
7the happening of an event, and, for purposes of this section, if evidence of such
8instruction or provision is provided to the corporation, such later effective time shall
9serve as of the date of signature. Unless otherwise provided, any such consent shall
10be revocable prior to its becoming effective.
AB566,496 11Section 496 . 181.0705 (2) of the statutes is amended to read:
AB566,296,1612 181.0705 (2) In general. Any notice that conforms to the requirements of sub.
13(3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means
14of giving notice may also be fair and reasonable when all of the circumstances are
15considered. Section Sections 181.0105 (4) and 181.0141 applies apply to notices
16provided under this section.
AB566,497 17Section 497. 181.0705 (3) (b) of the statutes is amended to read:
AB566,296,2118 181.0705 (3) (b) Notice of an annual or regular meeting includes a description
19of any matter or matters that must be approved by the members under s. 181.0723
20(2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1105 181.1103, 181.1133,
21181.1163, 181.1173
, 181.1202 or 181.1401.
AB566,498 22Section 498 . 181.0809 (2) (c) of the statutes is amended to read:
AB566,296,2523 181.0809 (2) (c) A removal under this subsection is effective when the notice
24under par. (b) is effective under s. 181.0141 181.0105 (4) unless the notice specifies
25a future effective date.
AB566,499
1Section 499. 181.0821 (4) of the statutes is created to read:
AB566,297,82 181.0821 (4) Consent effective at future time. Any person, whether or not
3then a director, may provide, whether through instruction to an agent or otherwise,
4that a consent to action will be effective at a future time, including a time determined
5upon the happening of an event, and such consent shall be considered to have been
6given for purposes of this section at such effective time so long as the person is then
7a director and did not revoke the consent prior to that time. Any such consent shall
8be revocable prior to its becoming effective.
AB566,500 9Section 500. Subchapter XI (title) of chapter 181 [precedes 181.1100] of the
10statutes is amended to read:
AB566,297,1111 CHAPTER 181
AB566,297,1412 SUBCHAPTER XI
13 MERGER;, interest exchange,
14 CONVERSION, and domestication
AB566,501 15Section 501. 181.1100 (1) of the statutes is renumbered 181.1100 (1g).
AB566,502 16Section 502. 181.1100 (1c), (1e), (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the
17statutes are created to read:
AB566,297,1918 181.1100 (1c) “Acquired entity" means the entity all of one or more classes or
19series of interests of which are acquired in an interest exchange.
AB566,297,21 20(1e) “Acquiring entity" means the entity that acquires all of one or more classes
21or series of interests of the acquired entity in an interest exchange.
AB566,297,23 22(1j) “Constituent entity" means a merging entity or a surviving entity in a
23merger.
AB566,297,24 24(1m) “Conversion" means a transaction authorized by ss. 181.1161 to 181.1165.
AB566,298,2
1(1o) “Converted entity" means the converting entity as it continues in existence
2after a conversion.
AB566,298,3 3(1q) “Converting entity" means an entity that engages in a conversion.
AB566,298,5 4(1s) “Domesticated entity" means the domesticating entity as it continues in
5existence after a domestication.
AB566,298,7 6(1u) “Domesticating entity" means either a non-United States entity or a
7Wisconsin corporation that engages in a domestication.
AB566,298,9 8(1w) “Domestication" means a transaction authorized by ss. 181.1171 to
9181.1175.
AB566,503 10Section 503 . 181.1100 (2) of the statutes is amended to read:
AB566,298,1511 181.1100 (2) “Domestic business entity" means a corporation, as defined in s.
12180.0103 (5), a limited liability company, as defined in s. 183.0102 (10) (8), a foreign
13partnership, as defined in s. 178.0102 (6)
, a partnership, as defined in s. 178.0102
14(11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation,
15as defined in s. 181.0103 (5).
AB566,504 16Section 504 . 181.1100 (3) of the statutes is amended to read:
AB566,298,2117 181.1100 (3) “Foreign business entity" means a foreign limited liability
18company, as defined in s. 183.0102 (8) (5), a foreign partnership, as defined in s.
19178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4) 179.0102 (6),
20a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as
21defined in s. 181.0103 (13).
AB566,505 22Section 505. 181.1100 (4) to (14) of the statutes are created to read:
AB566,298,2323 181.1100 (4) “Interest" means any of the following:
AB566,298,2424 (a) A share in a business corporation.
AB566,298,2525 (b) A membership in a nonprofit or nonstock corporation.
AB566,299,1
1(c) A partnership interest in a general partnership.
AB566,299,22 (d) A partnership interest in a limited partnership.
AB566,299,33 (e) A membership interest in a limited liability company.
AB566,299,44 (f) A membership interest or stock in a general cooperative association.
AB566,299,55 (g) A membership interest in a limited cooperative association.
AB566,299,66 (h) A membership in an unincorporated association.
AB566,299,87 (i) A beneficial interest in a statutory trust, business trust, or common-law
8business trust.
AB566,299,99 (j) A comparable interest in any other type of unincorporated entity.
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