(1973) ( 1973 )

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 sec. 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 itsproperty located and business transacted therein during thepreceding 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. * * *" (Emphasis added.)

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 sec. 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 sec. 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 sec. 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 sec. 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 soobtained shall not be a public record; * * *." (Emphasis added.)

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) (1), 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 (1) (1) 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 sec. 180.833 (1) (k), Stats., would appear to be consistent with the statutory treatment of domestic corporations by sec. 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 sec. 71.11 (44), Stats., clearly indicates such information is available to the public only on a restricted basis.

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.

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