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C. Value of shares issued without par value . This section provides a value for shares issued without par
value. First, determine the corporation’s net property in line C(3) by entering its total liabilities in line
C(2) and subtracting them from its total property entered in line C(1). The number in line C(1) should
match the number entered for line A(2). Next, subtract any paid-in capital calculated in the preceding
section by subtracting line B(3) from line C(3), and enter the total in line C(4). This provides a
presumptive total value of all shares issued without par value.
The number is “presumptive” because, for purposes of this calculation, sections 180.1520(2)(f) and
180.1622(1)(h) of the Wisconsin Statutes establish a $10 per-share floor on the value of shares issues
without par value. To determine the total floor value of all shares issued without par value, multiply
the total number of shares issued without par value by $10 and enter the result in line C(5). In line
C(6), copy the result from either line C(4) or C(5)—whichever is the higher of the two.
D. Capital representation in Wisconsin. To calculate the corporation’s total capital, enter the total of
lines B(3) and C(6) in line D(1). Then, to calculate the highest amount of that capital represented in
Wisconsin during the current year, multiply line D(1) by the percentage in line A(7).
Item 7. In line A, enter the highest amount of the corporation’s capital represented in Wisconsin in the current year
by copying the result from item 6, line D(2). In line B, enter the amount of capital representation on which the
corporation has previously paid a fee to the Department. This number can be retrieved from the corporation’s
online record within the Department’s corporate records database, which is publicly available and accessible
through the Department’s website. To find it, navigate to the corporation’s online record and locate the field
labeled “Paid Capital Represented.” The corresponding number should reflect the amount of capital representation
on which the corporation has previously paid a fee to the Department, and it can be entered in line B.
Subtract line B from line A and enter the result in line C. If the result in line C is positive, compute a fee of $3 for
each $1,000 (or any part thereof) of the number in line C and enter the result in line D. To make this computation,
divide the result in line C by 1,000, then round upward to the next whole number, then multiply by $3. Example: if
line C is $10,500, then line D would be $33 ($10,500 divided by 1,000 is 10.5, rounded up to the next whole number
of 11, multiplied by $3). If the result in line C is negative, enter zero in line D.
Add line D to line E, which reflects the current fee for this document, and enter the result in line F. The number in
line F represents the total filing fee for this document.
Item 8. This document must be executed by an officer of the corporation, subject to two limited exceptions: (1) if
directors have not been selected, it may be signed by an incorporator identified in the initial articles of
incorporation; and (2) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, it
may be signed by the fiduciary. Corporate directors are not authorized to sign this document in their capacities as
directors. (A corporate director who also serves as an officer may sign the document, but that person must sign in
their capacity as an officer of the corporation.)
Optional delayed effective date/time. This document may declare a delayed effective date and time. The
effective date/time may not be before, or more than 90 days after, the document is received by the Department of
Financial Institutions for filing. If no effective date/time is specified, the document will take effect at the close of
business on the date it is received for filing by the Department.
DFI/CORP/24 (R02/23) 5
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