2022 Wisconsin Statutes & Annotations
Chapter 180 - Business corporations.
180.0125 - Filing duty of department of financial institutions.

180.0125 Filing duty of department of financial institutions.

(1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date of receipt on the original, the document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date of receipt. The duty of the department under this section is ministerial.

(2)

(a) Except as provided in par. (b), if a document satisfies s. 180.0120 and the terms of the document satisfy, if applicable, s. 180.0401 (1) and (2) or 180.1506 (1) and (2), the department shall file the document by stamping or otherwise endorsing “Filed", together with the department name, on both the original and the document copy. After filing a document, the department shall deliver the document copy to the domestic corporation or foreign corporation, or its representative.

(b) If a domestic corporation or foreign corporation is in default in the payment of any fee required under s. 180.0122 with respect to any of the following documents, the department shall refuse to file any document relating to the domestic corporation or foreign corporation until all delinquent fees are paid by the domestic corporation or foreign corporation:

1. Articles of incorporation.

2. An application for use of indistinguishable name.

3. A written application for reserved name or renewal of reserved name.

4. A notice of transfer of reserved name or of registered name.

5. An application for registered name or renewal of registered name.

6. A statement of change of registered office.

7. Amendment of articles of incorporation.

8. Restatement of articles of incorporation with or without amendment of articles.

9. Articles of merger, conversion, interest exchange, or domestication.

10. Articles of dissolution.

11. Articles of revocation of dissolution.

12. An application for reinstatement following administrative dissolution.

13. Certificate of reinstatement.

14. Certificate of judicial dissolution.

15. An application for certificate of authority.

16. An application for amended certificate of authority.

17. An application for certificate of withdrawal.

18. An annual report of a domestic corporation or foreign corporation.

19. Articles of correction.

(3)

(a) If the department refuses to file a document, the department shall return it to the domestic corporation or foreign corporation, or its representative, within 5 business days after the document was received by the department for filing, together with a brief, written explanation of the reason for the refusal.

(b) The department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file the document.

(c) Except as provided in s. 180.0124 (3), if a document that had been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed document under s. 180.0123 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with s. 180.0123 (2). The effective time of the resubmitted document shall be determined under s. 180.0123 (1) or (2), whichever is applicable.

(4) Except as provided in s. 180.0203 (2), the department's filing of, or refusal to file, a document does not affect the validity or invalidity of the document in whole or part and does not create a presumption of any of the following:

(am) That the document does or does not conform to the requirements of this chapter.

(c) That the information contained in the document is correct or incorrect.

History: 1989 a. 303; 1995 a. 27; 2001 a. 44; 2021 a. 258.