Terms Used In Wisconsin Statutes 180.0120

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Fiduciary: A trustee, executor, or administrator.
  • Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
  • Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
  • seal: includes the word "seal" the letters "L S" and a scroll or other device intended to represent a seal, if any is affixed in the proper place for a seal, as well as an impression of a seal on the instrument. See Wisconsin Statutes 990.01
  • State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
  • Trustee: A person or institution holding and administering property in trust.
   (1)    Subject to sub. (4), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:
      (a)    Contain the information required by this chapter, although it may also contain other information.
      (c)    Be in the English language, except that:
         1.    A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.
         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.
      (d)    Contain the name of the drafter, if required by s. 182.01 (3).
      (e)    Be executed in accordance with sub. (3).
      (f)    Be on the form prescribed by the department if the document is described in s. 180.0121 (1).
      (g)    Be delivered to the department for filing and be accompanied by one exact or conformed copy unless and to the extent the department permits electronic delivery of records.
   (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.
   (3)   
      (a)    Any of the following persons may execute a document described in par. (am):
         1.    An officer of the domestic corporation or foreign corporation.
         2.    If directors have not been selected or the corporation has not been formed, an incorporator.
         3.    If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.
      (am)    The documents to which par. (a) applies are the following:
         1.    Articles of incorporation.
         2.    An application for use of indistinguishable name.
         3.    An application for registered name or renewal of registered name.
         4.    A statement of change of registered office.
         5.    A director or principal officer statement under s. 180.0860 (1).
         6.    Amendment of articles of incorporation.
         7.    Restatement of articles of incorporation with or without amendment of articles.
         8.    Articles of merger, conversion, interest exchange, or domestication.
         9.    Articles of dissolution.
         10.    Articles of revocation of dissolution.
         11.    An application for reinstatement following administrative dissolution.
         12.    An application for certificate of authority.
         13.    An application for amended certificate of authority.
         14.    An application for certificate of withdrawal.
         15.    An annual report of a domestic corporation or foreign corporation.
         16.    Articles of correction.
      (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:
         1.    The corporate seal.
         2.    An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
         3.    An acknowledgment, verification or proof.
   (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.
   (5)   If law other than this chapter prohibits the disclosure by the department of information contained in a document delivered to the department for filing, the department shall file the document if the document otherwise complies with this chapter but may redact the information.
   (6)   When a document is delivered to the department for filing, any fee required under s. 180.0122 and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

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