AB854,285,125
181.0402
(1) A person may reserve the exclusive use of a corporate name,
6including a fictitious name for a foreign corporation whose corporate name is not
7available, by delivering an application to the department for filing
or by making a
8telephone application. The application shall include the name and address of the
9applicant and the name proposed to be reserved. If the department finds that the
10corporate name applied for under this subsection is available, the department shall
11reserve the name for the applicant's exclusive use for a 120-day period, which may
12be renewed by the applicant or a transferee under sub. (2) from time to time.
AB854,447
13Section
447. 181.0402 (2) (title) of the statutes is repealed.
AB854,448
14Section
448. 181.0402 (2) of the statutes is amended to read:
AB854,285,1915
181.0402
(2) A person who has the right to exclusive use of a reserved corporate
16name under sub. (1) may transfer the reservation to another person by delivering to
17the department a
written and signed notice
in a record of the transfer that states the
18name and address of the
transferee person to which the reservation is being
19transferred.
AB854,449
20Section
449. 181.0403 (title) of the statutes is amended to read:
AB854,285,21
21181.0403 (title)
Registered Registration of name.
AB854,450
22Section
450. 181.0403 (1) (a) of the statutes is amended to read:
AB854,286,323
181.0403
(1) (a) A foreign corporation
that has not filed a certificate of
24authority under s. 181.1503 may register its
corporate name
, or a fictitious name
25adopted pursuant to s. 181.1506 (1), if the name is distinguishable upon the records
1of the department from the names
described in that are available under s. 181.1506
2(2)
and if the foreign corporation delivers to the department for filing an application
3complying with par. (b).
AB854,451
4Section
451. 181.0403 (1) (b) of the statutes is repealed and recreated to read:
AB854,286,105
181.0403
(1) (b) To register its name or a fictitious name adopted pursuant to
6s. 181.1506 (1), a foreign corporation must deliver to the department for filing an
7application stating the foreign corporation's name, the jurisdiction and the date of
8its formation, and any fictitious name adopted pursuant to s. 181.1506 (1). If the
9department finds that the name applied for is available, the department shall
10register the name for the applicant's exclusive use.
AB854,452
11Section
452. 181.0403 (1) (c) of the statutes is amended to read:
AB854,286,1312
181.0403
(1) (c) The registration
of a name under this section expires
annually
13on December 31.
The
AB854,286,19
14(d) A foreign corporation
whose name registration is effective may renew
its
the 15registration by delivering to the department for filing
a renewal application, which
16complies with par. (b), between October 1 and December 31 of each year that the
17registration is in effect
. The, a renewal application that complies with this section.
18When filed, the renewal application
when filed renews the registration for the next
19year.
AB854,453
20Section
453. 181.0403 (1) (e) of the statutes is created to read:
AB854,286,2421
181.0403
(1) (e) A foreign corporation whose name registration is effective may
22apply for and obtain a certificate of authority as a foreign corporation under the
23registered name or consent in a signed record to the use of that name by another
24person that is not an individual.
AB854,454
25Section 454
. 181.0501 (title) of the statutes is amended to read:
AB854,287,1
1181.0501 (title)
Registered
office agent and registered
agent office.
AB854,455
2Section
455. 181.0501 (intro.) of the statutes is renumbered 181.0501 (1m)
3and amended to read:
AB854,287,74
181.0501
(1m) Each corporation shall
designate and continuously maintain
in
5this state a registered office and registered agent
in this state. The designation of
6a registered agent is an affirmation of the fact by the corporation that the agent has
7consented to serve.
AB854,287,11
8(2m) The registered office may, but need not, be the same as any of its places
9of business
or activity. The registered office must be an actual physical location with
10a street address and not solely a post office box, mailbox service, or telephone
11answering services. The registered agent shall be any of the following:
AB854,456
12Section
456. 181.0501 (1) (title) of the statutes is repealed.
AB854,457
13Section
457. 181.0501 (1) of the statutes is renumbered 181.0501 (2m) (a) and
14amended to read:
AB854,287,1615
181.0501
(2m) (a)
An individual
A natural person who resides in this state and
16whose business office is identical with the registered office.
AB854,458
17Section
458. 181.0501 (2) (title) of the statutes is repealed.
AB854,459
18Section
459. 181.0501 (2) of the statutes is renumbered 181.0501 (2m) (b) and
19amended to read:
AB854,287,2320
181.0501
(2m) (b) A domestic corporation, stock corporation, limited
21partnership, limited liability partnership, or limited liability company
, incorporated
22or organized in this state or that has in effect a statement of qualification under s.
23178.0901, whose business office is identical with the registered office.
AB854,460
24Section
460. 181.0501 (3) (title) of the statutes is repealed.
AB854,461
1Section
461. 181.0501 (3) of the statutes is renumbered 181.0501 (2m) (c) and
2amended to read:
AB854,288,63
181.0501
(2m) (c) A foreign corporation, stock corporation, limited
4partnership, registered limited liability partnership, or limited liability company
, if
5that entity is authorized to transact business in this state
, whose and the entity's 6business office is identical with the registered office.
AB854,462
7Section
462. 181.0501 (3m) and (4m) of the statutes are created to read:
AB854,288,98
181.0501
(3m) A registered agent for a corporation must have an e-mail
9address and a place of business or activity in this state.
AB854,288,11
10(4m) The only duties under this chapter of a registered agent that has complied
11with this chapter are the following:
AB854,288,1412
(a) To forward to the corporation at the address most recently supplied to the
13agent by the corporation any process, notice, or demand pertaining to the corporation
14which is served on or received by the agent.
AB854,288,1715
(b) If the registered agent resigns, to provide the notice required by s. 181.0503
16to the corporation at the address most recently supplied to the agent by the
17corporation.
AB854,288,1918
(c) To keep current the information with respect to the agent in the articles of
19incorporation.
AB854,463
20Section 463
. 181.0502 (title) of the statutes is amended to read:
AB854,288,22
21181.0502 (title)
Change of registered
office agent or registered
agent
22office.
AB854,464
23Section 464
. 181.0502 (1) of the statutes is repealed and recreated to read:
AB854,289,3
1181.0502
(1) A corporation may change its registered agent or registered office
2as provided in s. 181.0214 (5) or by delivering to the department for filing a statement
3of change that states all of the following:
AB854,289,44
(a) The name of the corporation.
AB854,289,65
(b) The information that is to be in effect as a result of the filing of the statement
6of change.
AB854,465
7Section 465
. 181.0502 (1m) and (1r) of the statutes are created to read:
AB854,289,108
181.0502
(1m) A statement of change under this section designating a new
9registered agent is an affirmation of fact by the corporation that the agent has
10consented to serve.
AB854,289,12
11(1r) As an alternative to using the procedure in this section, a corporation may
12amend its articles of incorporation.
AB854,466
13Section 466
. 181.0502 (2) of the statutes is repealed.
AB854,467
14Section 467
. 181.0502 (3) (title) of the statutes is repealed.
AB854,468
15Section 468
. 181.0502 (3) of the statutes is renumbered 181.0502 (3) (intro.)
16and amended to read:
AB854,289,2417
181.0502
(3) (intro.) If the name
or e-mail address of a registered agent
18changes or if the street address of a registered agent's business office changes, the
19registered agent may change the name
or e-mail address of the registered agent or
20street address of the registered office of any corporation for which he, she, or it is the
21registered agent. To make a change under this subsection, the registered agent shall
22notify the corporation in writing of the change and deliver to the department for filing
23a
signed statement
of change that
complies with sub. (2) and recites that the
24corporation has been notified of the change
.
and states all of the following:
AB854,469
25Section 469
. 181.0502 (3) (a), (b) and (c) of the statutes are created to read:
AB854,290,2
1181.0502
(3) (a) The name of the corporation represented by the registered
2agent.
AB854,290,43
(b) The name, e-mail address, and street address of the agent as currently
4shown in the records of the department for the corporation.
AB854,290,55
(c) Any new name, new e-mail address, or new street address of the agent.
AB854,470
6Section 470
. 181.0502 (5) of the statutes is created to read:
AB854,290,97
181.0502
(5) A registered agent promptly shall furnish notice to the
8represented corporation of the filing by the department of the statement of change
9and the changes made by the statement.
AB854,471
10Section
471. 181.0503 (1) (title) of the statutes is repealed.
AB854,472
11Section
472. 181.0503 (1) (intro.), (a) and (b) of the statutes are amended to
12read:
AB854,290,1513
181.0503
(1) (intro.)
The
A registered agent
of a corporation may resign
as
14agent for a corporation by
signing and delivering to the department for filing a
15statement of resignation that
includes states all of the following
information:
AB854,290,1616
(a) The name of the corporation
for which the registered agent is acting.
AB854,290,1717
(b) The name of the
registered agent.
AB854,473
18Section
473. 181.0503 (1) (bm) of the statutes is created to read:
AB854,290,2019
181.0503
(1) (bm) That the agent resigns from serving as registered agent for
20the corporation.
AB854,474
21Section
474. 181.0503 (1) (c) of the statutes is amended to read:
AB854,290,2422
181.0503
(1) (c) The
street address of the
corporation's current registered office
23and its principal office corporation to which the agent will send the notice required
24by sub. (4).
AB854,475
25Section
475. 181.0503 (1) (d) and (e) of the statutes are repealed.
AB854,476
1Section
476. 181.0503 (2) of the statutes is repealed.
AB854,477
2Section
477. 181.0503 (3) (title) of the statutes is repealed.
AB854,478
3Section
478. 181.0503 (3) (intro.) of the statutes is amended to read:
AB854,291,54
181.0503
(3) (intro.) The resignation
under sub. (1) is effective and, if
5applicable, the registered office is discontinued on the earlier of the following:
AB854,479
6Section
479. 181.0503 (4), (5) and (6) of the statutes are created to read:
AB854,291,87
181.0503
(4) A registered agent promptly shall furnish to the corporation
8notice in a record of the date on which a statement of resignation was filed.
AB854,291,12
9(5) When a statement of resignation takes effect, the registered agent ceases
10to have responsibility under this chapter for any matter thereafter tendered to it as
11agent for the corporation. The resignation does not affect any contractual rights the
12corporation has against the agent or that the agent has against the corporation.
AB854,291,14
13(6) A registered agent may resign with respect to a corporation whether or not
14the corporation is in good standing.
AB854,480
15Section
480. 181.0504 (title) of the statutes is amended to read:
AB854,291,16
16181.0504 (title)
Service on corporation of process, notice, or demand
.
AB854,481
17Section
481. 181.0504 (1) (title) of the statutes is repealed.
AB854,482
18Section
482. 181.0504 (1) of the statutes is amended to read:
AB854,291,2419
181.0504
(1) A
corporation's registered agent is the corporation's agent for
20service of corporation may be served with any process, notice
, or demand required
21or permitted by law
to be served on the corporation
by serving its registered agent.
22The department may serve any written notice required or authorized under this
23chapter by e-mailing it to the registered agent's e-mail address on file with the
24department, and such notice shall be effective as provided in s. 181.0105 (4).
AB854,483
25Section
483. 181.0504 (2) (title) of the statutes is repealed.
AB854,484
1Section
484. 181.0504 (2) (intro.), (a) and (c) of the statutes are amended to
2read:
AB854,292,83
181.0504
(2) (intro.) Except as provided in sub. (3), if a corporation has no
4registered agent
, or
the
its registered agent cannot with reasonable diligence be
5served, the corporation may be served by registered or certified mail, return receipt
6requested,
or by similar commercial delivery service, addressed to the corporation at
7its principal office
, as shown on the records of the department on the date of sending.
8Service is perfected under this subsection at the earliest of the following:
AB854,292,109
(a) The date
on which the corporation receives the mail
or delivery by
10commercial delivery service.
AB854,292,1311
(c) Five days after
its deposit it is deposited in the U.S. mail,
if mailed postpaid
12and correctly addressed or with the commercial delivery service, if correctly
13addressed and with sufficient postage or payment.
AB854,485
14Section
485. 181.0504 (3) (title) of the statutes is repealed.
AB854,486
15Section
486. 181.0504 (3) of the statutes is amended to read:
AB854,292,2416
181.0504
(3) Except as provided in s. 181.1421 (2) (b), if If process, notice, or
17demand in an action cannot be served on a corporation pursuant to sub. (1) or (2),
18service may be made by handing a copy to the individual in charge of any regular
19place of business or activity of the corporation if the individual served is not a
20plaintiff in the action. If the address of the corporation's principal office cannot be
21determined from the records
held by of the department, the corporation may be
22served by publishing a class 3 notice, under ch. 985, in the community where the
23corporation's principal office or registered office, as most recently designated in the
24records of the department, is located.
AB854,487
25Section
487. 181.0504 (3m) of the statutes is created to read:
AB854,293,2
1181.0504
(3m) Service of process, notice, or demand on a registered agent must
2be in a written record.
AB854,488
3Section
488. 181.0504 (4) of the statutes is repealed and recreated to read:
AB854,293,54
181.0504
(4) Service of process, notice, or demand may be made by other means
5under law other than this chapter.