SB566: Bill Text

SB566,477 Section 477. 181.0503 (1) (d) and (e) of the statutes are repealed.

SB566,478 Section 478. 181.0503 (2) of the statutes is repealed.

SB566,479 Section 479. 181.0503 (3) (title) of the statutes is repealed.

SB566,480 Section 480. 181.0503 (3) (intro.) of the statutes is amended to read:

SB566,291,5 181.0503 (3) (intro.) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

SB566,481 Section 481. 181.0503 (4), (5) and (6) of the statutes are created to read:

SB566,291,8 181.0503 (4) A registered agent promptly shall furnish to the corporation notice in a record of the date on which a statement of resignation was filed.

SB566,291,12 (5) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

SB566,291,14 (6) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

SB566,482 Section 482. 181.0504 (title) of the statutes is amended to read:

SB566,291,16 181.0504 (title) Service on corporation of process, notice, or demand .

SB566,483 Section 483. 181.0504 (1) (title) of the statutes is repealed.

SB566,484 Section 484. 181.0504 (1) of the statutes is amended to read:

SB566,291,24 181.0504 (1) A corporation's registered agent is the corporation's agent for service of corporation may be served with any process, notice, or demand required or permitted by law to be served on the corporation by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4).

SB566,485 Section 485. 181.0504 (2) (title) of the statutes is repealed.

SB566,486 Section 486. 181.0504 (2) (intro.), (a) and (c) of the statutes are amended to read:

SB566,292,8 181.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no registered agent, or the its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

SB566,292,10 (a) The date on which the corporation receives the mail or delivery by commercial delivery service.

SB566,292,13 (c) Five days after its deposit it is deposited in the U.S. mail, if mailed postpaid and correctly addressed or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

SB566,487 Section 487. 181.0504 (3) (title) of the statutes is repealed.

SB566,488 Section 488. 181.0504 (3) of the statutes is amended to read:

SB566,292,24 181.0504 (3) Except as provided in s. 181.1421 (2) (b), if If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. If the address of the corporation's principal office cannot be determined from the records held by of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.

SB566,489 Section 489. 181.0504 (3m) of the statutes is created to read:

SB566,293,2 181.0504 (3m) Service of process, notice, or demand on a registered agent must be in a written record.

SB566,490 Section 490. 181.0504 (4) of the statutes is repealed and recreated to read:

SB566,293,5 181.0504 (4) Service of process, notice, or demand may be made by other means under law other than this chapter.

SB566,491 Section 491. 181.0505 of the statutes is created to read:

SB566,293,15 181.0505 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation or foreign corporation for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the corporation or foreign corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation or foreign corporation has been notified of the change and states all of the following:

SB566,293,17 (a) The name of the corporation or foreign corporation represented by the registered agent.

SB566,293,19 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation or foreign corporation.

SB566,293,20 (c) Any new name, new e-mail address, or new street address of the agent.

SB566,293,23 (2) A registered agent promptly shall furnish notice to the represented corporation or foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

SB566,492 Section 492. 181.0506 of the statutes is created to read:

SB566,294,3 181.0506 Delivery of 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.

SB566,294,5 (2) Delivery to the department is effective only when a record is received by the department.

SB566,493 Section 493. 181.0507 of the statutes is created to read:

SB566,294,11 181.0507 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).

SB566,294,14 (2) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:

SB566,294,15 1. Articles of incorporation, $35.

SB566,294,16 2. Application for use of an indistinguishable name, $10.

SB566,294,17 3. Application for a reserved name, $10.

SB566,294,18 4. Application for renewal of a reserved name, $10.

SB566,294,19 5. Notice of transfer of reserved name, $20.

SB566,294,20 6. Application for registered name, $50.

SB566,294,21 7. Application for renewal of registered name, $50.

SB566,294,24 8. Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s. 181.0502, 181.0505, or 181.1508, $10.

SB566,294,25 9. Statement of resignation of registered agent, $10.

SB566,295,1 10. Amendment or restatement of articles of incorporation, $40.

SB566,295,2 11. Articles of merger, interest exchange, conversion, or domestication, $150.

SB566,295,3 12. Articles of dissolution, $20.

SB566,295,4 13. Application for certificate of authority, $100.

SB566,295,5 14. Application for amended certificate of authority, $40.

SB566,295,6 15. Application for certificate of withdrawal of foreign corporation, $40.

SB566,295,7 16. Statement of correction, $40.

SB566,295,8 17. Annual report of a domestic corporation, $25.

SB566,295,9 18. Annual report of a foreign corporation, $65.

SB566,295,15 (b) In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or certificate of registration under s. 181.0213.

SB566,295,17 (c) The department may, by rule, specify a larger fee for filing records in paper format.

SB566,295,19 (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

SB566,295,24 (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.

SB566,494 Section 494. 181.0670 (2) (d) of the statutes is amended to read:

SB566,296,2 181.0670 (2) (d) An act or omission for which the volunteer received compensation or any thing anything of substantial value instead of compensation.

SB566,495 Section 495 . 181.0704 (5) of the statutes is created to read:

SB566,296,10 181.0704 (5) Consent effective at future time. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

SB566,496 Section 496 . 181.0705 (2) of the statutes is amended to read:

SB566,296,16 181.0705 (2) In general. Any notice that conforms to the requirements of sub. (3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Section Sections 181.0105 (4) and 181.0141 applies apply to notices provided under this section.

SB566,497 Section 497. 181.0705 (3) (b) of the statutes is amended to read:

SB566,296,21 181.0705 (3) (b) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1105 181.1103, 181.1133, 181.1163, 181.1173, 181.1202 or 181.1401.

SB566,498 Section 498 . 181.0809 (2) (c) of the statutes is amended to read:

SB566,296,25 181.0809 (2) (c) A removal under this subsection is effective when the notice under par. (b) is effective under s. 181.0141 181.0105 (4) unless the notice specifies a future effective date.

SB566,499 Section 499. 181.0821 (4) of the statutes is created to read:

SB566,297,8 181.0821 (4) Consent effective at future time. Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

SB566,500 Section 500. Subchapter XI (title) of chapter 181 [precedes 181.1100] of the statutes is amended to read:

SB566,297,11 CHAPTER 181

SB566,297,14 SUBCHAPTER XI MERGER;, interest exchange, CONVERSION, and domestication

SB566,501 Section 501. 181.1100 (1) of the statutes is renumbered 181.1100 (1g).

SB566,502 Section 502. 181.1100 (1c), (1e), (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes are created to read:

SB566,297,19 181.1100 (1c) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

SB566,297,21 (1e) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

SB566,297,23 (1j) “Constituent entity" means a merging entity or a surviving entity in a merger.

SB566,297,24 (1m) “Conversion" means a transaction authorized by ss. 181.1161 to 181.1165.

SB566,298,2 (1o) “Converted entity" means the converting entity as it continues in existence after a conversion.

SB566,298,3 (1q) “Converting entity" means an entity that engages in a conversion.

SB566,298,5 (1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

SB566,298,7 (1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

SB566,298,9 (1w) “Domestication" means a transaction authorized by ss. 181.1171 to 181.1175.

SB566,503 Section 503 . 181.1100 (2) of the statutes is amended to read:

SB566,298,15 181.1100 (2) “Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (10) (8), a foreign partnership, as defined in s. 178.0102 (6), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

SB566,504 Section 504 . 181.1100 (3) of the statutes is amended to read: