SB 783

This bill eliminates, for Wisconsin-headquartered foreign corporations

meeting certain criteria, the portion of the fee for a certificate of authority to transact

business in this state that is based on the amount of the foreign corporation's capital

in this state.

Under current law, a foreign corporation may not transact business in this state

until it obtains a certificate of authority from the Department of Financial

Institutions. Generally a “foreign corporation" is a for-profit corporation

incorporated under the law of another state or country. The fee for an application for

a certificate of authority to transact business in this state is $100, plus $3 for every

$1,000 of the foreign corporation's capital exceeding $60,000 employed or to be

employed in this state (additional capital-based fee). A foreign corporation

authorized to transact business in this state must file with DFI an annual report that

includes certain information, including information related to the foreign

corporation's capital. The fee for the annual report is $65 plus, if the annual report

shows a deficiency in the foreign corporation's additional capital-based fee that was

previously paid, a fee that makes up for this deficiency. A foreign corporation

authorized to transact business in this state may not withdraw from this state until

it obtains a certificate of withdrawal from DFI. The application for a certificate of

withdrawal must include certain information, including information related to the

foreign corporation's capital. The fee for an application for a certificate of withdrawal

is $40 plus, if the application shows a deficiency in the foreign corporation's

additional capital-based fee that was previously paid, a fee that makes up for this

deficiency.

This bill eliminates, for a foreign corporation that is a qualified new business

venture (described below), the additional capital-based fee for a certificate of

authority, along with any fee for an annual report or certificate of withdrawal that

makes up for a deficiency in the additional capital-based fee. Therefore, under the

bill, the fee for a certificate of authority for such a foreign corporation is always $100,

and the fees for a certificate of withdrawal and an annual report are always,

respectively, $40 and $65. The bill defines a qualified new business venture as a

foreign corporation that is certified by the Wisconsin Economic Development

Corporation as meeting certain criteria, including all of the following: 1) it has its

headquarters in Wisconsin; 2) it has fewer than 100 employees and at least 51

percent of its employees are employed in Wisconsin; 3) it has been in operation in

Wisconsin for no more than ten consecutive years; 4) it has the potential for

increasing jobs in Wisconsin or increasing capital investment in Wisconsin, or both,

and meets other criteria related to innovation or technology.