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AB566,197,5 4180.0105 Governing law. (1) The law of this state governs all of the internal
5affairs of a corporation.
AB566,197,9 6(2) The fact that one or more shareholders of a corporation are, or are not,
7subject to tax on the income of the corporation shall have no effect on the application
8of the law of this state under sub. (1) other than as a fact to be taken into account in
9the application of such law.
AB566,159 10Section 159 . 180.0112 of the statutes is created to read:
AB566,197,13 11180.0112 Delivery of a record. (1) Except as otherwise provided in this
12chapter, permissible means of delivery of a record include delivery by hand, mail,
13conventional commercial practice, and electronic transmission.
AB566,197,15 14(2) Delivery to the department is effective only when a record is received by the
15department.
AB566,160 16Section 160 . 180.0120 (1) (intro.) of the statutes is amended to read:
AB566,197,2117 180.0120 (1) (intro.) Except as provided in Subject to sub. (4), a document
18required or permitted
to be filed under by the department pursuant to this chapter
19with the department must, a record must be received by the department, comply with
20this chapter, and
satisfy all of the following requirements to be filed under s.
21180.0125 (2) (a)
:
AB566,161 22Section 161. 180.0120 (1) (g) of the statutes is amended to read:
AB566,197,2523 180.0120 (1) (g) Be delivered to the department for filing and be accompanied
24by one exact or conformed copy and the filing fee required by s. 180.0122 unless and
25to the extent the department permits electronic delivery of records
.
AB566,162
1Section 162. 180.0120 (3) (a) (intro.) of the statutes is amended to read:
AB566,198,32 180.0120 (3) (a) (intro.) Any of the following persons may execute a document
3described in s. 180.0122 (1) (a), (b), (h) to (j), (Lg), (m) to (r) and (u) to (ym) par. (am):
AB566,163 4Section 163. 180.0120 (3) (am) of the statutes is created to read:
AB566,198,55 180.0120 (3) (am) The documents to which par. (a) applies are the following:
AB566,198,66 1. Articles of incorporation.
AB566,198,77 2. An application for use of indistinguishable name.
AB566,198,88 3. An application for registered name or renewal of registered name.
AB566,198,99 4. A statement of change of registered office.
AB566,198,1010 5. A director or principal officer statement under s. 180.0860 (1).
AB566,198,1111 6. Amendment of articles of incorporation.
AB566,198,1312 7. Restatement of articles of incorporation with or without amendment of
13articles.
AB566,198,1414 8. Articles of merger, conversion, interest exchange, or domestication.
AB566,198,1515 9. Articles of dissolution.
AB566,198,1616 10. Articles of revocation of dissolution.
AB566,198,1717 11. An application for reinstatement following administrative dissolution.
AB566,198,1818 12. An application for certificate of authority.
AB566,198,1919 13. An application for amended certificate of authority.
AB566,198,2020 14. An application for certificate of withdrawal.
AB566,198,2121 15. An annual report of a domestic corporation or foreign corporation.
AB566,198,2222 16. Articles of correction.
AB566,164 23Section 164. 180.0120 (5) and (6) of the statutes are created to read:
AB566,199,224 180.0120 (5) If law other than this chapter prohibits the disclosure by the
25department 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.
AB566,199,5 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.
AB566,165 6Section 165 . 180.0121 (1) (a) 4. of the statutes is amended to read:
AB566,199,87 180.0121 (1) (a) 4. An application for a certificate articles of conversion under
8s. 180.1161 (5).
AB566,166 9Section 166 . 180.0122 (1) (intro.) of the statutes is renumbered 180.0122 (1m)
10(intro.) and amended to read:
AB566,199,1411 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:
AB566,167 15Section 167 . 180.0122 (1) (a) to (ym) of the statutes are renumbered 180.0122
16(1m) (a) to (ym).
AB566,168 17Section 168 . 180.0122 (1) (yr) of the statutes is renumbered 180.0122 (1m) (yr)
18and amended to read:
AB566,199,1919 180.0122 (1m) (yr) A certificate Articles of conversion, $150.
AB566,169 20Section 169 . 180.0122 (1) (z) of the statutes is repealed.
AB566,170 21Section 170 . 180.0122 (1g) of the statutes is created to read:
AB566,200,222 180.0122 (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).
AB566,171 3Section 171 . 180.0122 (4) of the statutes is amended to read:
AB566,200,104 180.0122 (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).
AB566,172 11Section 172 . 180.0122 (5) of the statutes is amended to read:
AB566,200,1312 180.0122 (5) The department, by rule, may specify a larger fee for filing
13documents records described in sub. (1) (1m) in paper format.
AB566,173 14Section 173 . 180.0123 (title) of the statutes is amended to read:
AB566,200,15 15180.0123 (title) Effective date and time of document.
AB566,174 16Section 174 . 180.0123 (1) (a) (intro.) of the statutes is amended to read:
AB566,200,2017 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:
AB566,175 21Section 175. 180.0124 (1) of the statutes is renumbered 180.0124 (1) (intro.)
22and amended to read:
AB566,200,2523 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:
AB566,201,2
1(a) The document contains a statement that was incorrect at the time of filing
2or.
AB566,201,4 3(b) The document was defectively executed, including defects in any
4attestation, seal, verification, or acknowledgment.
AB566,176 5Section 176. 180.0124 (1) (c) of the statutes is created to read:
AB566,201,76 180.0124 (1) (c) The electronic transmission of the document to the department
7was defective.
AB566,177 8Section 177. 180.0124 (2) (d) of the statutes is created to read:
AB566,201,99 180.0124 (2) (d) Are signed by the person correcting the filed document.
AB566,178 10Section 178. 180.0125 (1) of the statutes is amended to read:
AB566,201,1611 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.
AB566,179 17Section 179. 180.0125 (2) (b) of the statutes is renumbered 180.0125 (2) (b)
18(intro.) and amended to read:
AB566,201,2319 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.:
AB566,180 24Section 180. 180.0125 (2) (b) 1. to 19. of the statutes are created to read:
AB566,201,2525 180.0125 (2) (b) 1. Articles of incorporation.
AB566,202,1
12. An application for use of indistinguishable name.
AB566,202,22 3. A written application for reserved name or renewal of reserved name.
AB566,202,33 4. A notice of transfer of reserved name or of registered name.
AB566,202,44 5. An application for registered name or renewal of registered name.
AB566,202,55 6. A statement of change of registered office.
AB566,202,66 7. Amendment of articles of incorporation.
AB566,202,87 8. Restatement of articles of incorporation with or without amendment of
8articles.
AB566,202,99 9. Articles of merger, conversion, interest exchange, or domestication.
AB566,202,1010 10. Articles of dissolution.
AB566,202,1111 11. Articles of revocation of dissolution.
AB566,202,1212 12. An application for reinstatement following administrative dissolution.
AB566,202,1313 13. Certificate of reinstatement.
AB566,202,1414 14. Certificate of judicial dissolution.
AB566,202,1515 15. An application for certificate of authority.
AB566,202,1616 16. An application for amended certificate of authority.
AB566,202,1717 17. An application for certificate of withdrawal.
AB566,202,1818 18. An annual report of a domestic corporation or foreign corporation.
AB566,202,1919 19. Articles of correction.
AB566,181 20Section 181. 180.0125 (4) (intro.) and (a) of the statutes are consolidated,
21renumbered 180.0125 (4) (intro.) and amended to read:
AB566,202,2522 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:
AB566,182
1Section 182. 180.0125 (4) (am) of the statutes is created to read:
AB566,203,32 180.0125 (4) (am) That the document does or does not conform to the
3requirements of this chapter.
AB566,183 4Section 183. 180.0125 (4) (b) of the statutes is repealed.
AB566,184 5Section 184. 180.0125 (4) (c) of the statutes is amended to read:
AB566,203,76 180.0125 (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.
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