(1) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the department an annual report that states all of the following: (a) The name of the domestic corporation or foreign corporation and the state or country under whose law it is incorporated. (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office. (c) The e-mail address and street address of its principal office. (d) The name and business street address of each director and principal officer. (e) A brief description of the nature of its business. (f) The total number of authorized shares, itemized by class and series, if any, within each class. A foreign corporation shall itemize the total number of authorized shares by par value of shares and shares without par value. An investment company that has an indefinite number of authorized shares shall state that it has declared an indefinite number of authorized shares. (g) The total number of issued and outstanding shares, itemized by class and series, if any, within each class and, with respect to a foreign corporation, by par value of shares and shares without par value. (h) With respect to a foreign corporation, the amount of paidin 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 capital stock without par value shall be deemed to be of the value of not less than $10. (i) With respect to a foreign corporation, the proportion of the capital represented in this state by its property located and business transacted in this state during the preceding year. The proportion of capital employed in the state shall be computed by taking the gross business of the foreign corporation in the state and adding the same to the value of its property located in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of its total gross business of said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. The department may demand, as a condition precedent to the filing of the annual report, such further information and statements as the department considers proper in order to determine the accuracy of the report submitted. (2) (a) Information in the annual report shall be current as of the date the report is signed by the domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation’s fiscal year immediately before the date by which the annual report is required to be delivered to the department. (b) Information in the annual report shall be current as of the date the report is signed by the foreign corporation, except that the information required by sub. (1) (f) to (i) shall be current as of the date of the close of the foreign corporation’s fiscal year in the 12 months ending on the September 30 immediately before the date by which the annual report is required to be delivered to the department. (3) (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs. (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state. (4) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with s. 180.0141. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 180.0141 (5), the annual report is timely filed. (5) An annual report is effective on the date that it is filed by the department. (6) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 180.0502 or 180.1508.
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