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AB854,205 16Section 205. 180.0501 of the statutes is renumbered 180.0501 (1m), and
17180.0501 (1m) (intro.), (b) and (c), as renumbered, are amended to read:
AB854,209,2518 180.0501 (1m) (intro.) Each corporation shall continuously designate and
19maintain in this state a registered office and registered agent in this state. The
20designation of a registered agent is an affirmation of the fact by the corporation that
21the agent has consented to serve
. The registered office may, but need not, be the same
22as any of its the corporation's places of business. The registered office must be an
23actual physical location with a street address and not solely a post office box, mailbox
24service, or telephone answering service.
The registered agent shall be any of the
25following:
AB854,210,5
1(b) A domestic corporation, a nonprofit or nonstock corporation, a limited
2liability company,
limited partnership, a or limited liability partnership, or a limited
3liability company, incorporated or organized in this state or that has in effect a
4statement of qualification under s. 178.0901,
whose business office is identical with
5the registered office.
AB854,210,96 (c) A foreign corporation, nonprofit or nonstock corporation, limited
7partnership, registered limited liability partnership, or limited liability company if
8that entity is
authorized to transact business in this state whose and the entity's
9business office is identical with the registered office.
AB854,206 10Section 206. 180.0501 (2m) and (3m) of the statutes are created to read:
AB854,210,1211 180.0501 (2m) A registered agent for a corporation must have an e-mail
12address and a place of business or activity in this state.
AB854,210,14 13(3m) The only duties under this chapter of a registered agent that has complied
14with this chapter are the following:
AB854,210,1715 (a) To forward to the corporation at the address most recently supplied to the
16agent by the corporation any process, notice, or demand pertaining to the corporation
17which is served on or received by the agent.
AB854,210,2018 (b) If the registered agent resigns, to provide the notice required by s. 180.0503
19to the corporation at the address most recently supplied to the agent by the
20corporation.
AB854,210,2221 (c) To keep current the information with respect to the agent in the articles of
22incorporation.
AB854,207 23Section 207. 180.0502 (1) (intro.) of the statutes is amended to read:
AB854,211,3
1180.0502 (1) (intro.) A corporation may change its registered office or
2registered agent, or both, by doing any delivering to the department for filing a
3statement of change that states all
of the following:
AB854,208 4Section 208 . 180.0502 (1) (a) of the statutes is repealed and recreated to read:
AB854,211,55 180.0502 (1) (a) The name of the corporation or foreign corporation.
AB854,209 6Section 209 . 180.0502 (1) (b) of the statutes is repealed and recreated to read:
AB854,211,87 180.0502 (1) (b) The information that is to be in effect as a result of the filing
8of the statement of change.
AB854,210 9Section 210. 180.0502 (1) (c) of the statutes is repealed.
AB854,211 10Section 211. 180.0502 (1m) and (1r) of the statutes are created to read:
AB854,211,1311 180.0502 (1m) A statement of change under this section designating a new
12registered agent is an affirmation of fact by the corporation that the agent has
13consented to serve.
AB854,211,15 14(1r) As an alternative to using the procedure in this section, a corporation may
15amend or restate its articles of incorporation.
AB854,212 16Section 212. 180.0502 (2) of the statutes is repealed.
AB854,213 17Section 213. 180.0502 (3) of the statutes is renumbered 180.0502 (3) (intro.)
18and amended to read:
AB854,212,219 180.0502 (3) (intro.) If the name or e-mail address of a registered agent
20changes or if the street address of a registered agent's business office changes, the
21registered agent may change the name or e-mail address of the registered agent or
22street address of the registered office of any corporation for which he, she, or it is the
23registered agent. To make a change under this subsection, the registered agent shall
24notify the corporation in writing of the change and deliver to the department for filing

1a signed statement of change that complies with sub. (2) and recites that the
2corporation has been notified of the change. and states all of the following:
AB854,214 3Section 214. 180.0502 (3) (a), (b) and (c) of the statutes are created to read:
AB854,212,54 180.0502 (3) (a) The name of the corporation represented by the registered
5agent.
AB854,212,76 (b) The name, e-mail address, and street address of the agent as currently
7shown in the records of the department for the corporation.
AB854,212,88 (c) The new name, new e-mail address, or new street address of the agent.
AB854,215 9Section 215. 180.0502 (5) of the statutes is created to read:
AB854,212,1210 180.0502 (5) A registered agent promptly shall furnish notice to the
11represented corporation of the filing by the department of the statement of change
12and the changes made by the statement.
AB854,216 13Section 216. 180.0503 (1) (intro.), (a), (b), (c) and (d) of the statutes are
14amended to read:
AB854,212,1715 180.0503 (1) (intro.) The A registered agent of a corporation may resign as
16agent for a corporation
by signing and delivering to the department for filing a
17statement of resignation that includes states all of the following information:
AB854,212,1818 (a) The name of the corporation for which the registered agent is acting.
AB854,212,1919 (b) The name of the registered agent.
AB854,212,2120 (c) The street address of the corporation's current registered office and its
21principal office to which the department will send the notice required by sub. (2).
AB854,212,2322 (d) A statement that That the registered agent resigns from serving as
23registered agent for the corporation
.
AB854,217 24Section 217. 180.0503 (4) and (5) of the statutes are created to read:
AB854,213,5
1180.0503 (4) When a statement of resignation takes effect, the registered agent
2ceases to have responsibility under this chapter for any matter thereafter tendered
3to it as agent for the corporation. The resignation does not affect any contractual
4rights the corporation has against the agent or that the agent has against the
5corporation.
AB854,213,7 6(5) A registered agent may resign with respect to a corporation whether or not
7the corporation is in good standing.
AB854,218 8Section 218 . 180.0504 (1) of the statutes is repealed and recreated to read:
AB854,213,139 180.0504 (1) A corporation may be served with any process, notice, or demand
10required or permitted by law by serving its registered agent. The department may
11serve any written notice required or authorized under this chapter by e-mailing it
12to the registered agent's e-mail address on file with the department, and such notice
13shall be effective as provided in s. 180.0141.
AB854,219 14Section 219. 180.0504 (2) (intro.), (a) and (c) of the statutes are amended to
15read:
AB854,213,2216 180.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no
17registered agent or the its registered agent cannot with reasonable diligence be
18served, the corporation may be served by registered or certified mail, return receipt
19requested, or by similar delivery service, addressed to the corporation at its principal
20office. Service is perfected under this subsection , as shown on the records of the
21department on the date of sending. Service is perfected under this subsection
at the
22earliest of the following:
AB854,213,2423 (a) The date on which the corporation receives the mail or delivery by the
24commercial delivery service
.
AB854,214,3
1(c) Five days after its deposit it is deposited in the U.S. mail, or with the
2commercial delivery service,
if mailed postpaid and correctly addressed and with
3sufficient postage or payment
.
AB854,220 4Section 220. 180.0504 (3) of the statutes is amended to read:
AB854,214,175 180.0504 (3) If process, notice, or demand in an action cannot be served on a
6corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the
7individual in charge of any regular place of business or activity of the corporation if
8the individual served is not a plaintiff in the action.
Except as provided in s. 180.1421
9(2m) (b), if the address of the corporation's principal office cannot be determined from
10the records held by of the department, the corporation may be served by publishing
11a class 3 notice, under ch. 985, in the community where the corporation's principal
12office or registered office, as most recently designated in the records of the
13department, is located. If the address of the corporation's principal office cannot be
14determined from the records of the department, the corporation may be served by
15publishing a class 3 notice, under ch. 985, in the community where the corporation's
16principal office or registered office, as most recently designated in the records of the
17department, is located.
AB854,221 18Section 221 . 180.0504 (3m) of the statutes is created to read:
AB854,214,2019 180.0504 (3m) Service of process, notice, or demand on a registered agent must
20be in a written record.
AB854,222 21Section 222 . 180.0504 (4) of the statutes is repealed and recreated to read:
AB854,214,2322 180.0504 (4) Service of process, notice, or demand on a registered agent may
23be made by other means under law other than this chapter.
AB854,223 24Section 223. 180.0624 of the statutes is amended to read:
AB854,215,15
1180.0624 Share rights, options and warrants. Unless the articles of
2incorporation provide otherwise before the issuance of the rights, options or
3warrants, a corporation may issue rights, options or warrants for the purchase of
4shares of the corporation. The rights, options or warrants may contain provisions
5that adjust the rights, options or warrants in the event of an acquisition of shares or
6a reorganization, merger, share interest exchange, sale of assets or other occurrence.
7Subject to the articles of incorporation, the board of directors shall determine the
8terms on which the rights, options or warrants are issued, their form and content,
9and the consideration for which the shares are to be issued. Notwithstanding s.
10180.0601 (1) and any other provision of this chapter, and unless otherwise provided
11in the articles of incorporation before issuance of the rights, options or warrants, a
12corporation may before, on or after April 30, 1972, issue rights, options or warrants
13that include conditions that prevent the holder of a specified percentage of the
14outstanding shares of the corporation, including subsequent transferees of the
15holder, from exercising those rights, options or warrants.
AB854,224 16Section 224 . 180.0704 (7) of the statutes is created to read:
AB854,215,2317 180.0704 (7) Any person executing a consent may provide, whether through
18instruction to an agent or otherwise, that a consent to action will be effective at a
19future time, including a time determined upon the happening of an event, and, for
20purposes of this section, if evidence of such instruction or provision is provided to the
21corporation, such later effective time shall serve as of the date of signature. Unless
22otherwise provided, any such consent shall be revocable prior to its becoming
23effective.
AB854,225 24Section 225 . 180.0821 (4) of the statutes is created to read:
AB854,216,7
1180.0821 (4) Any person, whether or not then a director, may provide, whether
2through instruction to an agent or otherwise, that a consent to action will be effective
3at a future time, including a time determined upon the happening of an event, and
4such consent shall be considered to have been given for purposes of this section at
5such effective time so long as the person is then a director and did not revoke the
6consent prior to that time. Any such consent shall be revocable prior to its becoming
7effective.
AB854,226 8Section 226. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the
9statutes is amended to read:
AB854,216,1010 CHAPTER 180
AB854,216,1111 SUBCHAPTER XI
AB854,216,1312 MERGER, SHARE interest EXCHANGE,
13AND CONVERSION, and domestication
AB854,227 14Section 227. 180.1100 (1) of the statutes is renumbered 180.1100 (1g).
AB854,228 15Section 228. 180.1100 (1c) and (1e) of the statutes are created to read:
AB854,216,1716 180.1100 (1c) “Acquired entity" means the entity all of one or more classes or
17series of interests of which are acquired in an interest exchange.
AB854,216,19 18(1e) “Acquiring entity" means the entity that acquires all of one or more classes
19or series of interests of the acquired entity in an interest exchange.
AB854,229 20Section 229. 180.1100 (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes
21are created to read:
AB854,216,2322 180.1100 (1j) “Constituent entity" means a merging entity or a surviving entity
23in a merger.
AB854,216,24 24(1m) “Conversion" means a transaction authorized by s. 180.1161.
AB854,217,2
1(1o) “Converted entity" means the converting entity as it continues in existence
2after a conversion.
AB854,217,3 3(1q) “Converting entity" means an entity that engages in a conversion.
AB854,217,5 4(1s) “Domesticated entity" means the domesticating entity as it continues in
5existence after a domestication.
AB854,217,7 6(1u) “Domesticating entity" means either a non-United States entity or a
7Wisconsin corporation that engages in a domestication.
AB854,217,9 8(1w) “Domestication" means a transaction authorized by ss. 180.1171 to
9180.1175.
AB854,230 10Section 230 . 180.1100 (2) and (3) of the statutes are amended to read:
AB854,217,1411 180.1100 (2) “Domestic business entity" means a corporation, a limited liability
12company, as defined in s. 183.0102 (10) (8), a partnership, as defined in s. 178.0102
13(11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation,
14as defined in s. 181.0103 (5).
AB854,217,19 15(3) “Foreign business entity" means a foreign limited liability company, as
16defined in s. 183.0102 (8) (5), a foreign partnership, as defined in s. 178.0102 (6), a
17foreign limited partnership, as defined in s. 179.01 (4) 179.0102 (6), a foreign
18corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s.
19181.0103 (13).
AB854,231 20Section 231. 180.1100 (4) to (14) of the statutes are created to read:
AB854,217,2121 180.1100 (4) “Interest" means any of the following:
AB854,217,2222 (a) A share in a business corporation.
AB854,217,2323 (b) A membership in a nonprofit or nonstock corporation.
AB854,217,2424 (c) A partnership interest in a general partnership.
AB854,217,2525 (d) A partnership interest in a limited partnership.
AB854,218,1
1(e) A membership interest in a limited liability company.
AB854,218,22 (f) A membership interest or stock in a general cooperative association.
AB854,218,33 (g) A membership interest in a limited cooperative association.
AB854,218,44 (h) A membership in an unincorporated association.
AB854,218,65 (i) A beneficial interest in a statutory trust, business trust, or common-law
6business trust.
AB854,218,77 (j) A comparable interest in any other type of unincorporated entity.
AB854,218,8 8(5) “Interest exchange" means a transaction authorized by s. 180.1102.
AB854,218,9 9(6) “Interest holder" means any of the following:
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