AB854: Bill Text

AB854,259,20 180.1507 (1m) (intro.) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain in this state a registered office agent and registered agent office in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of its the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:

AB854,259,24 (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state, whose and the entity's business office is identical with the registered office.

AB854,351 Section 351 . 180.1507 (2m) and (3m) of the statutes are created to read:

AB854,260,2 180.1507 (2m) A registered agent for a foreign corporation must have an e-mail address and a place of business in this state.

AB854,260,4 (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

AB854,260,7 (a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.

AB854,260,10 (b) If the registered agent resigns, to provide the notice required by s. 180.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.

AB854,260,12 (c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.

AB854,352 Section 352 . 180.1508 (1) (intro.) of the statutes is amended to read:

AB854,260,17 180.1508 (1) (intro.) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that, except as provided in sub. (2), includes states all of the following:

AB854,353 Section 353 . 180.1508 (1) (a) and (b) of the statutes are repealed.

AB854,354 Section 354 . 180.1508 (1) (d) of the statutes is amended to read:

AB854,260,21 180.1508 (1) (d) The name of its registered agent, as changed the e-mail address, and the street address of its registered office, as changed.

AB854,355 Section 355 . 180.1508 (1) (e) of the statutes is created to read:

AB854,260,24 180.1508 (1) (e) The information that is to be in effect as a result of the filing of the statement of change.

AB854,356 Section 356 . 180.1508 (1) (f) of the statutes is repealed.

AB854,357 Section 357. 180.1508 (1g) of the statutes is created to read:

AB854,261,4 180.1508 (1g) A foreign corporation authorized to transact business in this state may also change its registered office or registered agent, or both, by doing any of the following:

AB854,261,7 (a) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in an amended certificate of authority.

AB854,261,11 (b) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.

AB854,358 Section 358 . 180.1508 (1m) and (1r) of the statutes are created to read:

AB854,261,15 180.1508 (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.

AB854,261,17 (1r) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

AB854,359 Section 359 . 180.1508 (2) of the statutes is renumbered 180.1508 (2) (intro.) and amended to read:

AB854,262,2 180.1508 (2) (intro.) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department for filing a statement of change that complies with sub. (1) and recites that the foreign corporation has been notified of the change. and states all of the following:

AB854,360 Section 360 . 180.1508 (2) (a), (b) and (c) of the statutes are created to read:

AB854,262,5 180.1508 (2) (a) The name of the foreign corporation represented by the registered agent.

AB854,262,7 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the foreign corporation.

AB854,262,8 (c) The new name, new e-mail address, or new street address of the agent.

AB854,361 Section 361 . 180.1508 (4) of the statutes is created to read:

AB854,262,12 180.1508 (4) A registered agent promptly shall furnish notice to the represented foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

AB854,362 Section 362 . 180.1509 (1) (intro.), (a), (b), (c) and (d) of the statutes are amended to read:

AB854,262,17 180.1509 (1) (intro.) The A registered agent of a foreign corporation may resign as agent for a foreign corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

AB854,262,18 (a) The name of the foreign corporation for which the registered agent is acting.

AB854,262,19 (b) The name of the registered agent.

AB854,262,21 (c) The street address of the foreign corporation's current registered office and its principal office to which the department will send the notice required by sub. (2).

AB854,262,23 (d) A statement that That the registered agent resigns from serving as registered agent for the foreign corporation.

AB854,363 Section 363 . 180.1509 (4) and (5) of the statutes are created to read:

AB854,263,5 180.1509 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.

AB854,263,7 (5) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.

AB854,364 Section 364 . 180.1510 (4) (a) (intro.) of the statutes is amended to read:

AB854,263,14 180.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub. (2) or (3), except as provided in par. (b), the foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign corporation at its principal office, as shown on the records of the department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

AB854,365 Section 365 . 180.1520 (2) (c) of the statutes is amended to read:

AB854,263,20 180.1520 (2) (c) A statement that whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it consents to service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.

AB854,366 Section 366. 180.1530 (1) (a), (d), (e) and (f) of the statutes are amended to read:

AB854,263,24 180.1530 (1) (a) The foreign corporation fails to does not have on file its annual report with the department within 4 months after it is due.

AB854,264,4 (d) The foreign corporation does not inform notify the department under s. 180.1508 or 180.1509 within 6 months that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

AB854,264,7 (e) The foreign corporation obtained its certificate of authority through fraud or its application for certificate of authority contains fraudulent or materially false information.

AB854,264,11 (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger or other event.

AB854,367 Section 367 . 180.1531 (1) of the statutes is amended to read:

AB854,264,17 180.1531 (1) If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 180.0141 notice of the determination. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the registered office of the foreign corporation.

AB854,368 Section 368. 180.1531 (2) (a) of the statutes is amended to read:

AB854,264,23 180.1531 (2) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the foreign corporation shall, with respect to each ground for revocation, either correct each ground for revocation it or demonstrate to the reasonable satisfaction of the department that each ground determined by the department it does not exist.

AB854,369 Section 369. 180.1531 (2) (b) of the statutes is amended to read:

AB854,265,8 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by entering. The department shall enter a notation in the department's its records to reflect each ground for revocation and the effective date of the revocation and shall give the corporation notice of those facts. The department shall give the foreign corporation under s. 180.0141 notice of each ground for revocation and the effective date of the revocation. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the registered office of the foreign corporation.

AB854,370 Section 370. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:

AB854,265,13 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked after December 31, 1991, the The department shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

AB854,371 Section 371. 180.1531 (2) (c) 1m. of the statutes is created to read:

AB854,265,20 180.1531 (2) (c) 1m. Upon reinstatement of a corporation's certificate of authority under subd. 1., the department shall enter a notation in its records revising the notation specified in par. (b) to reflect cancellation of the revocation and reinstatement of the corporation's certificate of authority. The notation shall state the effective date of reinstatement. The department shall provide notice of the reinstatement to the corporation or its registered agent.

AB854,372 Section 372. 180.1531 (2) (c) 2. (intro.) and b. of the statutes are created to read:

AB854,265,24 180.1531 (2) (c) 2. (intro.) When the reinstatement under this section is effective, all of the following shall apply:

AB854,266,2 b. The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.

AB854,373 Section 373. 180.1531 (2) (c) 2. of the statutes is renumbered 180.1531 (2) (c) 2. a. and amended to read:

AB854,266,8 180.1531 (2) (c) 2. a. A Except as provided in subd. 2. b., the reinstatement under this paragraph shall relate relates back to and take takes effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.

AB854,374 Section 374. 180.1531 (2m) (a) of the statutes is amended to read:

AB854,266,14 180.1531 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and except Except as provided under par. (b), the this notice under this paragraph shall be in writing and addressed to the principal office of the foreign corporation.

AB854,375 Section 375. 180.1532 (1) of the statutes is amended to read:

AB854,266,22 180.1532 (1) A foreign corporation may appeal the department's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under s. 180.0141 (5) (a). The To appeal, the foreign corporation shall appeal by petitioning petition the court to set aside the revocation and attaching attach to the petition copies of its certificate of authority and the department's notice of revocation.

AB854,376 Section 376. 180.1622 (1) (intro.), (b), (c) and (d) of the statutes are amended to read:

AB854,267,4 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall file with deliver to the department an annual report that includes states all of the following information:

AB854,267,6 (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office in this state.

AB854,267,7 (c) The e-mail address and street address of its principal office.

AB854,267,8 (d) The name and business street address of each director and principal officer.

AB854,377 Section 377. 180.1622 (2) of the statutes is amended to read:

AB854,267,14 180.1622 (2) (a) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a signed by the domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation's fiscal year immediately before the date by which the annual report is required to be delivered to the department.

AB854,267,20 (b) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a signed by the foreign corporation, except that the information required by sub. (1) (f) to (i) shall be current as of the date of the close of the foreign corporation's fiscal year in the 12 months ending on the September 30 immediately before the date by which the annual report is required to be delivered to the department.

AB854,378 Section 378. 180.1622 (6) of the statutes is created to read:

AB854,267,25 180.1622 (6) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 180.0502 or 180.1508.

AB854,379 Section 379. 180.1706 (1) of the statutes is amended to read:

AB854,268,9 180.1706 (1) Except to the extent that the corporation's articles of incorporation are amended to provide that the voting requirements of s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and (3) govern the shareholder vote required on a proposal concerning a subject covered by s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) if the corporation was organized before January 1, 1973, and has not expressly elected, before January 1, 1991, majority or greater affirmative voting requirements under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal.

AB854,380 Section 380. 180.1706 (2) (intro.) of the statutes is amended to read:

AB854,268,14 180.1706 (2) (intro.) Except as provided in sub. (3), in lieu of the vote required by s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2), whichever is applicable to the subject matter of a proposal, a proposal described in sub. (1) must be approved as follows:

AB854,381 Section 381. 180.1707 (1) of the statutes is amended to read:

AB854,268,21 180.1707 (1) Sections 180.1004 and 180.1103 (4) (a) 180.11032 (4) do not apply to shares of a preexisting class if a corporation in existence on January 1, 1991 provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004 and 180.1103 180.11032 (4), govern whether shares of a preexisting class are entitled to vote as a class on a proposed amendment to the articles of incorporation or plan of merger.

AB854,382 Section 382. 180.1708 (5) of the statutes is amended to read:

AB854,269,2 180.1708 (5) Mergers. Sections 180.1101 and 180.1103, 180.11012, and 180.11031 to 180.1106 apply to a merger, and ss. 180.1301 to 180.1331 apply to dissenters' rights arising from a merger, for which a plan of merger is approved by the board of directors on or after January 1, 1991.

AB854,383 Section 383. 180.1805 (5) of the statutes is amended to read:

AB854,269,6 180.1805 (5) By merger or share interest exchange that becomes effective under ss. 180.1101 to 180.1106 or a share an interest exchange of existing shares for other shares of a different class or series in the corporation.

AB854,384 Section 384. 180.1813 (title) of the statutes is amended to read: