Foreign Corporation Filings & Fees

WISCONSIN FOREIGN CORPORATION FILINGS AND FEES In effect July 27, 2005	Stock, for-profit Corporation (Ch. 180)	Nonstock, including non-profit, Corporation (Ch. 181)
Application for Certificate of Authority (Plus $3 for every $1,000 of a for-profit corporation’s capital exceeding $60,000 employed or to be employed in this state, computed under sec. 180.1503, Stats.) (Fm 21)	$100.00+
Application for Certificate of Authority (Fm 121)		$45.00
Application for Amended Certificate of Authority (Fm 21 or 121)	$40.00	$30.00
Articles of Correction (Fm 53)	$40.00	$10.00
Application for Reservation of Name (Fm 1) – 120 day term	$15.00	$10.00
Registered Name (A foreign corporation that is not required to obtain a certificate of authority may register its corporate name on an annual calendar year basis. All registrations expire 31 Dec.)(Fm 1-R)	$50.00	$25.00
Renewal of Registered Name (A name currently registered may be renewed for the following calendar year by making application between 1 Oct and 31 Dec.)(Fm 1-R)	$50.00	$25.00
Certificate of Conversion (Fm 1000)	$150.00	$150.00
Application for Withdrawal and Final Report (Plus $3 for each $1,000 of excess capital on which fee has not previously been paid, computed under sec. 180.1503, Stats.)(Fm 24)	$40.00+
Application for Withdrawal (Fm 124)		$30.00
Change of Registered Office and/or Agent (Fm 13 or 113)	$10.00	$10.00
Annual Report (Plus $3 for each $1,000 of excess capital on which has not previously been paid, computed under sec. 180.1503,. Stats.) (Fm 18)	$65.00+ (on-line) $80.00+ (on paper)
Annual Report (Fm 118) ( Not Available online)		$15.00
Expedited Service	$25.00	$25.00

Forms available upon request from:
Department of Financial Institutions
Attn: Corporate and Consumer Services
P O Box 7846
Madison WI 53707-7846
(608) 261-7577
DFI/CORP/SP-25(R10/98)

QUALIFYING A FOREIGN CORPORATION IN WISCONSIN

HOW TO APPLY Submit Form 21 (and Form 21-A, if indicated) for for-profit corporations, or Form 121 for nonstock, including non-profit, corporations, with the filing fee and a current certificate of status issued within the past 60 days by the custodian of corporate records in the home state, to:

Department of Financial Institutions
P O Box 7846
Madison, WI 53707-7846
Phone (608) 261-7577

If sent by courier, Express or Priority US mail, address to:
Department of Financial Institutions
345 W. Washington Ave, 3^rd Floor
Madison, WI 53703

EXPEDITED SERVICE You may request expedited service for any document filing. It will receive attention by the close of the business day following that on which it is received. Clearly mark documents "FOR EXPEDITED SERVICE" and provide an additional $25.00 for each item.

NAME AVAILABILITY The availability of a corporate name is determined at the time of filing of the application for certificate of authority or an application to reserve a name. No name can be assumed to be available unless confirmed by written acknowledgement from this department.

NAME RESERVATION A corporation may apply to reserve exclusive use of a corporate name by delivering an written or telephone application to the department. The application must include the name and address of the applicant and the name proposed to be reserved. If accepted, the name will be reserved for a period of 120 days. The reservation may be renewed.

CONTINUING REQUIREMENTS To maintain its qualification, a foreign corporation must promptly file its annual report, continuously maintain a registered agent and registered office in Wisconsin, and promptly apply for an amended certificate of authority in the event it changes its corporate name, its period of existence, or its date or state of incorporation.

REGISTRATION EXCEPTIONS The Corporation Section does not license foreign banks, building (or savings) & loan associations, credit unions, insurance companies or motor clubs whose activities constitute that of an insurer. No certificate of authority is required under Chapters 180 and 181 for:

Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
Holding meetings of the board of directors, shareholders or members, or carrying on other activities concerning internal corporate affairs.
Maintaining bank accounts.
Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s securities or memberships, or maintaining trustees or depositories with respect to those securities or memberships.
Selling through independent contractors.
Soliciting or obtaining orders, whether by mail or through employes or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
Lending money or creating or acquiring indebtedness, mortgages and security interests in property.
Securing or collecting debts or enforcing mortgages and security interests in property securing debts.
Owning, without more, property.
Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
Transacting business in interstate commerce.

ADDITIONAL ASSISTANCE A foreign corporation intending to offer architectural or professional engineering services or a charitable organization soliciting donations in this state may have a registration requirement with the Department of Regulation and Licensing. Phone (608) 267-1397.

DFI/CORPSP-25I(R10/98)

PROCEDURE FOR QUALIFYING A FOREIGN NONSTOCK CORPORATION IN WISCONSIN

NEW REQUIREMENT FOR CERTIFICATE OF AUTHORITY Effective January 1, 1999, a foreign nonstock corporation, including a non-profit corporation, is obliged to obtain a certificate of authority from the Department before transacting business in Wisconsin.

USE THE PRESCRIBED APPLICATION FORM Apply on DFI/CORP Form 121. Form is available upon request from the department (address below or by phone, 608-261-7577), or may be downloaded from its website, www.wdfi.org. Accompany the application with

Certificate of Status, issued by the state in which the foreign corporation is incorporated. Certificate must be not more than 60 days old.

Filing Fee of $45.00.

WHERE TO APPLY
Department of Financial Institutions
Division of Corporate & Consumer Services

By US mail: P O Box 7846, Madison WI, 53707-7846
Personal delivery or by courier: 345 W. Washington Ave, 3^rd Floor, Madison WI, 53703

CONTINUING REQUIREMENTS

A foreign corporation is obliged to continuously maintain a registered office and registered agent within Wisconsin, and to file an annual report with the Department. Failure may create grounds for revocation of the corporation’s certificate of authority.