(1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall set forth all of the following: (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies s. 180.1506. (b) The name of the state or country under whose law it is incorporated. (c) Its date of incorporation and period of duration. (d) The street address of its principal office. (e) The address of its registered office in this state and the name and e-mail address of its registered agent at that office. (f) The name and usual business address of each of its current directors and officers. (g) A statement of the aggregate number of shares which it has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class. (h) A statement of the aggregate number of its issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class. (i) The amount of paid-in capital and the number and value of shares of capital stock issued without par value. The value of capital stock without par value, for the purpose of such statement and for the purpose of computing filing fees if the foreign corporation is not a qualified new business venture, shall be taken as the amount by which the entire property of the foreign corporation exceeds its liabilities other than such capital stock without par value, but each share of the capital stock without par value shall be deemed to be of the value of not less than $10. (j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The department may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as the department considers proper in order to determine the accuracy of the application submitted under this section. (2) The foreign corporation shall deliver with the completed application a certificate of status, or similar document, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.
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