Chapter 181

181.0209 History History: 1997 a. 79; 2021 a. 258 s. 408.

181.0210 181.0210 Withdrawal of filed record before effectiveness.

181.0210(1) (1) Except as otherwise provided in ss. 181.1103 (2m) and (3m), 181.1133 (2), 181.1163 (2), and 181.1173 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

181.0210(2) (2) A statement of withdrawal must satisfy all of the following:

181.0210(2)(a) (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

181.0210(2)(b) (b) It must identify the record to be withdrawn.

181.0210(2)(c) (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

181.0210(3) (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

181.0210 History History: 2021 a. 258.

181.0211 181.0211 Correcting filed record.

181.0211(1) (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

181.0211(1)(a) (a) The record at the time of filing was inaccurate.

181.0211(1)(b) (b) The record was defectively signed.

181.0211(1)(c) (c) The electronic transmission of the record to the department was defective.

181.0211(2) (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

181.0211(3) (3) 

181.0211(3)(a) (a) A statement of correction may not state a delayed effective date.

181.0211(3)(b) (b) A statement of correction must satisfy all of the following:

181.0211(3)(b)1. 1. It must be signed by the person correcting the filed record.

181.0211(3)(b)2. 2. It must identify the filed record to be corrected.

181.0211(3)(b)3. 3. It must specify the inaccuracy or defect to be corrected.

181.0211(3)(b)4. 4. It must correct the inaccuracy or defect.

181.0211(4) (4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

181.0211 History History: 2021 a. 258.

181.0212 181.0212 Duty of department to file; review of refusal to file; delivery of record by department.

181.0212(1) (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

181.0212(2) (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing.

181.0212(3) (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

181.0212(3)(a) (a) Return the record or notify the person that submitted the record of the refusal.

181.0212(3)(b) (b) Provide a brief explanation in a record of the reason for the refusal.

181.0212(4) (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

181.0212(5) (5) If a record that has been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed record is the date that the resubmitted record is received by the department for filing or a delayed effective date specified in the resubmitted record in accordance with s. 181.0209 (2).

181.0212(6) (6) The filing of or refusal to file a record does not create a presumption of any of the following:

181.0212(6)(a) (a) That the record does or does not conform to the requirements of this chapter.

181.0212(6)(b) (b) That the information contained in the record is correct or incorrect.

181.0212(7) (7) Except as otherwise provided by s. 181.0504 or 181.1510 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

181.0212(7)(a) (a) In person to the person that submitted it.

181.0212(7)(b) (b) To the e-mail or street address of the person’s registered agent.

181.0212(7)(c) (c) To the principal office of the person.

181.0212(7)(d) (d) To another address the person provides to the department for delivery.

181.0212 History History: 2021 a. 258.

181.0213 181.0213 Certificate of status.

181.0213(1) (1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or a foreign corporation.

181.0213(2) (2) A certificate of status shall include all of the following information:

181.0213(2)(a) (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name and fictitious name, if any, used in this state.

181.0213(2)(b) (b) Whether each of the following is true:

181.0213(2)(b)1. 1. The domestic corporation is a corporation whose governing law is the law of this state, or the foreign corporation is authorized to transact business in this state.

181.0213(2)(b)3. 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 181.0214.

181.0213(2)(b)4. 4. The domestic corporation has not filed articles of dissolution.

181.0213(2)(b)5. 5. The foreign corporation has not filed an application for a certificate of withdrawal under s. 181.1520 (2).

181.0213(2)(c) (c) The domestic corporation’s effective date of its articles of incorporation or the foreign corporation’s effective date of its certificate of authority.

181.0213(3) (3) The certificate of status may include other facts of record in the department that are requested.

181.0213(5) (5) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the corporation or foreign corporation is in existence or is authorized to transact business in this state.

181.0213(6) (6) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

181.0213 History History: 1997 a. 79; 2021 a. 258 ss. 412, 414, 416, 418, 421, 423.

181.0214 181.0214 Annual report for department.

181.0214(1) (1) A corporation or foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states all of the following:

181.0214(1)(a) (a) The name of the corporation or foreign corporation.

181.0214(1)(b) (b) The street and e-mail address of its registered office in this state and the name of its registered agent at that office.

181.0214(1)(c) (c) The street address of its principal office.

181.0214(1)(d) (d) The name and address of each director and principal officer.

181.0214(1)(e) (e) In the case of a foreign corporation, the jurisdiction of its governing law and any fictitious name adopted under s. 181.1506 (1).

181.0214(2) (2) Information in the annual report must be current as of the date the report is signed by the corporation or foreign corporation.

181.0214(3) (3) 

181.0214(3)(a) (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation’s articles of incorporation became effective, during the calendar year quarter in which the anniversary date of the articles’ effective date occurs.

181.0214(3)(b) (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.

181.0214(4) (4) If an annual report does not contain the information required by this section, the department promptly shall notify the reporting corporation or foreign corporation in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of such notice, the annual report is timely filed.

181.0214(5) (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 181.0502 or 181.1508.

181.0214 History History: 1997 a. 79; 2013 a. 20; 2021 a. 258 ss. 435, 436, 606, 609, 611, 613.

subch. III of ch. 181 SUBCHAPTER III

PURPOSES AND POWERS

181.0301 181.0301 Purposes.

181.0301(1) (1) Permitted purposes. A corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

181.0301(2) (2) Effect of other regulation. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.

181.0301 History History: 1997 a. 79.

181.0302 181.0302 General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including the power to do all of the following:

181.0302(1) (1) Legal actions. Sue and be sued, complain and defend in its corporate name.

181.0302(2) (2) Corporate seal. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.

181.0302(3) (3) Bylaws. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.

181.0302(4) (4) Property acquisition. Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, property or any legal or equitable interest in property, wherever located.

181.0302(5) (5) Disposition of property. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.

181.0302(6) (6) Interests in other entities. Purchase, receive, subscribe for or otherwise acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any other entity.

181.0302(7) (7) Contracts and liabilities. Make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.

181.0302(8) (8) Loans. Lend money, invest and reinvest its funds and receive and hold property as security for repayment, except as limited by s. 181.0832.

181.0302(9) (9) Participation in other entities. Be a promoter, partner, member, associate or manager of any entity.

181.0302(10) (10) Exercise of powers. Conduct its activities, locate offices and exercise the powers granted by this chapter in or outside this state.

181.0302(11) (11) Directors, officers, employees and agents. Elect or appoint directors, officers, employees and agents of the corporation, define their duties and fix their compensation.

181.0302(12) (12) Pension and incentive plans. Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any of its current or former directors, officers, employees and agents of the corporation, its subsidiaries or its affiliates.

181.0302(13) (13) Benefit plans. Provide benefits or payments to directors, officers and employees of the corporation, its subsidiaries or its affiliates, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employees to the corporation, its subsidiaries or its affiliates.