62 Op. Att'y Gen. 261 (1973)
 
62 OAG 261  262  263  264  END

Wisconsin Attorney General Opinions

21 November 1973

Corporations   Public Records

Under Section 180.833(1)(k), Stats., the
Secretary of State may require that foreign
corporations file appropriate information and
statements, for the purpose of assisting him
in determining the accuracy of their reports
indicating the proportion of their capital
employed in the state.

However, the Secretary of State may not
treat such information and statements
as a public record.

ROBERT C. ZIMMERMAN, Secretary of State

You ask whether the Secretary of State can
require entries 9(a) through (f) of the
Wisconsin Foreign Corporation Annual Report
to be completed and treated as part of the
public record required to be filed with your
office, pursuant to Section 180.833(1)(k),
Stats.

Section 180.833(1)(k), Stats., requires that
foreign corporations authorized to transact
business in Wisconsin file an annual report
setting forth:

  "The proportion of the capital
   represented in this state by its
   property located and business transacted
   therein during the preceding year.

   The proportion of capital employed in
   the state shall be computed by taking
   the gross business of the 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. . . ."

62 OAG 261  262  263  264  END

Entries 9(a) through (g) of the current
Foreign Corporation Annual Report form
read as follows:

9. Computation of the proportion of capital
   represented in Wisconsin during the past
   year as of December 31 OR LAST FISCAL
   YEAR PRIOR THERETO. . . .

   (a)  Gross Business                    $

   (b)  Plus Total Assets                 $

   (c)  Total of line (a) and line (b)    $

   (d)  Wisconsin Business                $

   (e)  Plus Wisconsin Assets             $

   (f)  Total of line (d) and line (e)    $

   (g)  Divide line (f) by line (c)
        and enter percentage %

Section 180.833, Stats., requires that
various items of information be submitted
by a foreign corporation in its annual
report, as a condition precedent to
continued registration to conduct
business in the state.

Subsection (1) (k) of Section 180.833,
Stats., clearly directs a foreign corporation
to set forth in its annual report

   "The proportion of the capital
    represented in this state . . "

The remaining provisions merely enumerate the
method of computation to be used in arriving
at the "proportion," i.e., the percentage,
of capital employed within the state.

Pursuant to the direction of Section
990.01(1), Stats., to construe statutory
terms in accordance with common and approved
usage, I note Webster's Seventh New
Collegiate Dictionary (1967),
 defines proportion as

   "the relation of one part
    to another or to the whole."

Hence, interpreting this language of Section
180.833(1)(k), Stats., literally, as indeed
it seems we must, it should be clear that the
statute only requires the reporting of such
"proportion" by a foreign corporation in its
annual report.

This conclusion is supported by the
concluding portion of Section 180.833(1)(k),
Stats., which reads as follows:

   ". . . The secretary of state may
    demand, as a condition precedent to the
    filing of such report, such further
    information and statements as he may
    deem proper in order to determine the
    accuracy of the report submitted; the
    additional information so obtained shall
    not be a public record; . . ."

62 OAG 261  262  263  264  END

Under the authority granted to the Secretary
of State by the above provision, it follows
that the secretary may demand the information
represented by the current entries appearing
in 9 (a) through (f) of the annual report for
the express purpose of checking the accuracy
of the reported proportion of capital
employed in the state by a foreign
corporation; however, it is explicitly
stated that such

   "additional information so obtained
    shall not be a public record."

Section 180.833(1)(i), Stats., also suggests
that the information required in question 9
(a) through (f) of the present annual report
form is not a necessary part of the annual
report.

Subsection 180.833(1)(i) provides that the
secretary of state may require:

   "Such additional information as may be
    necessary or appropriate in order to
    enable the secretary of state to
    determine and assess the proper amount
    of fees payable by such foreign
    corporation."

For the purpose of computation of the proper
annual fee, only the information appearing in
entries 9 (h) and (i), relating to the value
of issued shares, and the percentage set
forth in (g), is directly utilized.

Hence, it cannot be said that entries 9(a)
through (f), which contain a detailed
enumeration of the various steps followed to
obtain the ratio appearing in entry (g), is
essential to the determination of the annual
fee.

The foregoing construction of Section
180.833(1)(k), Stats., would appear to be
consistent with the statutory treatment of
domestic corporations by Section 180.791,
Stats., which sets forth the information
required to be submitted in the annual report
of a domestic corporation.

The latter statute imposes no requirement
upon a domestic corporation to report to the
public the actual business transacted or
assets employed in the state.

Finally, it is to be noted that although
information concerning corporate assets and
business income can be obtained from
Department of Revenue income and franchise
tax records; legislative policy, as
manifested in Section 71.11 (44), Stats.,
clearly indicates such information is
available to the public only on a restricted
basis.

62 OAG 261  262  263  264  END

Thus, in my opinion, the Secretary of State
has the authority to require submittal of the
information appearing in entries 9(a) through
(f) of the Wisconsin Foreign Corporation
Annual Report, for the purpose of checking
the accuracy of the reported proportion of
capital employed in the state by a foreign
corporation, but such information may not be
treated by the Secretary of State as a part
of the public record.

RWW:JCM

62 OAG 261  262  263  264  END