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180.0103(17m) (17m)“Treasury shares" means shares of a corporation that have been issued, that have been subsequently acquired by and belong to the corporation and that have not been canceled or restored to the status of authorized but unissued shares.
180.0103(18) (18)“United States" includes an authority, bureau, commission, department and any other agency of the United States.
180.0103(19) (19)“Voting group" means any of the following:
180.0103(19)(a) (a) All shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.
180.0103(19)(b) (b) All shares that under the articles of incorporation or this chapter are entitled to vote generally on a matter.
180.0120 180.0120 Filing requirements.
180.0120(1)(1)Except as provided in sub. (4), a document required or permitted to be filed under this chapter with the department must satisfy all of the following requirements to be filed under s. 180.0125 (2) (a):
180.0120(1)(a) (a) Contain the information required by this chapter, although it may also contain other information.
180.0120(1)(c) (c) Be in the English language, except that:
180.0120(1)(c)1. 1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.
180.0120(1)(c)2. 2. The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.
180.0120(1)(d) (d) Contain the name of the drafter, if required by s. 182.01 (3).
180.0120(1)(e) (e) Be executed in accordance with sub. (3).
180.0120(1)(f) (f) Be on the form prescribed by the department if the document is described in s. 180.0121 (1).
180.0120(1)(g) (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.
180.0120(2) (2)The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.
180.0120(3)(a)(a) 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):
180.0120(3)(a)1. 1. An officer of the domestic corporation or foreign corporation.
180.0120(3)(a)2. 2. If directors have not been selected or the corporation has not been formed, an incorporator.
180.0120(3)(a)3. 3. If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.
180.0120(3)(c) (c) The person executing a document shall sign it and, beneath or opposite the signature, state his or her name and the capacity in which he or she signs. The document may but need not contain any of the following:
180.0120(3)(c)1. 1. The corporate seal.
180.0120(3)(c)2. 2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
180.0120(3)(c)3. 3. An acknowledgment, verification or proof.
180.0120(4) (4)The department may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
180.0120 History History: 1989 a. 303; 1991 a. 16; 1993 a. 323; 1995 a. 27.
180.0121 180.0121 Forms.
180.0121(1)(a) (a) The department shall prescribe and furnish on request forms for all of the following documents:
180.0121(1)(a)1. 1. A foreign corporation's application for a certificate of authority to transact business in this state under s. 180.1503.
180.0121(1)(a)2. 2. A foreign corporation's application for a certificate of withdrawal under s. 180.1520.
180.0121(1)(a)3. 3. A domestic corporation's or foreign corporation's annual report under s. 180.1622 and a service corporation's annual report under s. 180.1921.
180.0121(1)(a)4. 4. An application for a certificate of conversion under s. 180.1161 (5).
180.0121(1)(b) (b) The forms prescribed by the department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
180.0121(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.
180.0121(2) (2)The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.
180.0122 180.0122 Filing and service fees.
180.0122(1)(1)Except as provided under sub. (5), the department shall collect the following fees when the documents described in this subsection are delivered for filing or, under pars. (e) and (f), the telephone applications are made:
180.0122(1)(a) (a) Articles of incorporation, $100.
180.0122(1)(b) (b) Application for use of indistinguishable name, $10.
180.0122(1)(c) (c) Written application for reserved name, $15.
180.0122(1)(d) (d) Written application for renewal of reserved name, $15.
180.0122(1)(e) (e) Telephone application for reserved name, $30.
180.0122(1)(f) (f) Telephone application for renewal of reserved name, $30.
180.0122(1)(g) (g) Notice of transfer of reserved name or of registered name, $10.
180.0122(1)(h) (h) Application for registered name, $50.
180.0122(1)(i) (i) Application for renewal of registered name, $50.
180.0122(1)(j) (j) Subject to sub. (3) (c), domestic corporation's or foreign corporation's statement of change of registered office, $10.
180.0122(1)(k) (k) Agent's statement of change of registered office, $10 for each affected domestic corporation or foreign corporation, except if simultaneous filings are made the fee is reduced to $1 for each affected domestic corporation or foreign corporation in excess of 200.
180.0122(1)(L) (L) Agent's statement of resignation, $10.
180.0122(1)(Lg) (Lg) A director or principal officer statement under s. 180.0860 (1), $3.
180.0122(1)(Lr) (Lr) A director or principal officer resignation notice under s. 180.0860 (2), $3.
180.0122(1)(m) (m) Amendment of articles of incorporation, $40.
180.0122(1)(n) (n) Restatement of articles of incorporation with or without amendment of articles, $40.
180.0122(1)(o) (o) Articles of merger, $150.
180.0122(1)(om) (om) Articles of share exchange, $50 for each domestic corporation and each foreign corporation authorized to transact business in this state that is a party to the share exchange.
180.0122(1)(p) (p) Articles of dissolution, $20.
180.0122(1)(q) (q) Articles of revocation of dissolution, $10.
180.0122(1)(r) (r) Application for reinstatement following administrative dissolution, $90.
180.0122(1)(s) (s) Certificate of reinstatement, $10.
180.0122(1)(t) (t) Certificate of judicial dissolution, $10.
180.0122(1)(u) (u) Application for certificate of authority, $100, and, unless the application is made by a qualified new business venture, $3 for every $1,000 or fraction thereof of the foreign corporation's capital exceeding $60,000 employed or to be employed in this state, computed as provided in s. 180.1503, as shown by the application.
180.0122(1)(v) (v) Application for amended certificate of authority, $40.
180.0122(1)(w) (w) Application for certificate of withdrawal, $40, and in case that application shows that the foreign corporation employs in this state capital in excess of the amount of capital on which a fee has previously been paid, computed as provided in s. 180.1520 (2) (f), an additional fee which, with previous payments made on account of capital employed in this state, will amount to $3 for each $1,000 or fraction thereof of the excess.
180.0122(1)(x) (x) Annual report of a domestic corporation, $25.
180.0122(1)(y) (y) Annual report of a foreign corporation, $65, and in case the annual report shows that the foreign corporation employs in this state capital in excess of the amount of capital on which a fee has previously been paid, computed as provided in s. 180.1503, an additional fee which, with previous payments made on account of capital employed in this state, will amount to $3 for each $1,000 or fraction thereof of the excess.
180.0122(1)(ym) (ym) Articles of correction, $40.
180.0122(1)(yr) (yr) A certificate of conversion, $150.
180.0122(1)(z) (z) Request for certificate or statement of status, the fee established under s. 182.01 (4) (b).
180.0122(2) (2)The department shall collect the fee established under s. 182.01 (4) (c) each time process is served on the department under this chapter. The party to a civil, criminal, administrative or investigatory proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.
180.0122(3) (3)The department may not collect a fee for any of the following:
180.0122(3)(a) (a) Filing a certificate of administrative dissolution or a certificate of revocation of authority to transact business.
180.0122(3)(b) (b) Providing a confirmation of status by telephone.
180.0122(3)(c) (c) Filing a domestic corporation's or a foreign corporation's statement of change of registered office if the only change is to an address and all of the following apply:
180.0122(3)(c)1. 1. The new address is the result of a change in the way a county, city, village, town or the U.S. postal service describes the physical location of the registered office.
180.0122(3)(c)2. 2. A copy of the notice indicating the new address is submitted with the statement.
180.0122(3)(c)3. 3. The physical location of the registered office has not changed.
180.0122(4) (4)In addition to the fees required under sub. (1), the department shall collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a document required or permitted to be filed under this chapter and shall 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).
180.0122(5) (5)The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
180.0123 180.0123 Effective date and time of document.
180.0123(1)(a) (a) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a document 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:
180.0123(1)(a)1. 1. The time of day specified in the document as its effective time.
180.0123(1)(a)2. 2. If no effective time is specified, at the close of business.
180.0123(1)(b) (b) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 180.0125 (1).
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