AB854: Bill Text

AB854,454 Section 454 . 181.0501 (title) of the statutes is amended to read:

AB854,287,1 181.0501 (title) Registered office agent and registered agent office.

AB854,455 Section 455. 181.0501 (intro.) of the statutes is renumbered 181.0501 (1m) and amended to read:

AB854,287,7 181.0501 (1m) Each corporation shall designate and continuously maintain in this state a registered office and registered agent 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.

AB854,287,11 (2m) The registered office may, but need not, be the same as any of its places of business or activity. 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 services. The registered agent shall be any of the following:

AB854,456 Section 456. 181.0501 (1) (title) of the statutes is repealed.

AB854,457 Section 457. 181.0501 (1) of the statutes is renumbered 181.0501 (2m) (a) and amended to read:

AB854,287,16 181.0501 (2m) (a) An individual A natural person who resides in this state and whose business office is identical with the registered office.

AB854,458 Section 458. 181.0501 (2) (title) of the statutes is repealed.

AB854,459 Section 459. 181.0501 (2) of the statutes is renumbered 181.0501 (2m) (b) and amended to read:

AB854,287,23 181.0501 (2m) (b) A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company , incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

AB854,460 Section 460. 181.0501 (3) (title) of the statutes is repealed.

AB854,461 Section 461. 181.0501 (3) of the statutes is renumbered 181.0501 (2m) (c) and amended to read:

AB854,288,6 181.0501 (2m) (c) A foreign corporation, stock 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.

AB854,462 Section 462. 181.0501 (3m) and (4m) of the statutes are created to read:

AB854,288,9 181.0501 (3m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

AB854,288,11 (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

AB854,288,14 (a) To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.

AB854,288,17 (b) If the registered agent resigns, to provide the notice required by s. 181.0503 to the corporation at the address most recently supplied to the agent by the corporation.

AB854,288,19 (c) To keep current the information with respect to the agent in the articles of incorporation.

AB854,463 Section 463 . 181.0502 (title) of the statutes is amended to read:

AB854,288,22 181.0502 (title) Change of registered office agent or registered agent office.

AB854,464 Section 464 . 181.0502 (1) of the statutes is repealed and recreated to read:

AB854,289,3 181.0502 (1) A corporation may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following:

AB854,289,4 (a) The name of the corporation.

AB854,289,6 (b) The information that is to be in effect as a result of the filing of the statement of change.

AB854,465 Section 465 . 181.0502 (1m) and (1r) of the statutes are created to read:

AB854,289,10 181.0502 (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.

AB854,289,12 (1r) As an alternative to using the procedure in this section, a corporation may amend its articles of incorporation.

AB854,466 Section 466 . 181.0502 (2) of the statutes is repealed.

AB854,467 Section 467 . 181.0502 (3) (title) of the statutes is repealed.

AB854,468 Section 468 . 181.0502 (3) of the statutes is renumbered 181.0502 (3) (intro.) and amended to read:

AB854,289,24 181.0502 (3) (intro.) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement of change that complies with sub. (2) and recites that the corporation has been notified of the change. and states all of the following:

AB854,469 Section 469 . 181.0502 (3) (a), (b) and (c) of the statutes are created to read:

AB854,290,2 181.0502 (3) (a) The name of the corporation represented by the registered agent.

AB854,290,4 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

AB854,290,5 (c) Any new name, new e-mail address, or new street address of the agent.

AB854,470 Section 470 . 181.0502 (5) of the statutes is created to read:

AB854,290,9 181.0502 (5) A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.

AB854,471 Section 471. 181.0503 (1) (title) of the statutes is repealed.

AB854,472 Section 472. 181.0503 (1) (intro.), (a) and (b) of the statutes are amended to read:

AB854,290,15 181.0503 (1) (intro.) The A registered agent of a corporation may resign as agent for a corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

AB854,290,16 (a) The name of the corporation for which the registered agent is acting.

AB854,290,17 (b) The name of the registered agent.

AB854,473 Section 473. 181.0503 (1) (bm) of the statutes is created to read:

AB854,290,20 181.0503 (1) (bm) That the agent resigns from serving as registered agent for the corporation.

AB854,474 Section 474. 181.0503 (1) (c) of the statutes is amended to read:

AB854,290,24 181.0503 (1) (c) The street address of the corporation's current registered office and its principal office corporation to which the agent will send the notice required by sub. (4).

AB854,475 Section 475. 181.0503 (1) (d) and (e) of the statutes are repealed.

AB854,476 Section 476. 181.0503 (2) of the statutes is repealed.

AB854,477 Section 477. 181.0503 (3) (title) of the statutes is repealed.

AB854,478 Section 478. 181.0503 (3) (intro.) of the statutes is amended to read:

AB854,291,5 181.0503 (3) (intro.) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

AB854,479 Section 479. 181.0503 (4), (5) and (6) of the statutes are created to read:

AB854,291,8 181.0503 (4) A registered agent promptly shall furnish to the corporation notice in a record of the date on which a statement of resignation was filed.

AB854,291,12 (5) 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 corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

AB854,291,14 (6) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

AB854,480 Section 480. 181.0504 (title) of the statutes is amended to read:

AB854,291,16 181.0504 (title) Service on corporation of process, notice, or demand .

AB854,481 Section 481. 181.0504 (1) (title) of the statutes is repealed.

AB854,482 Section 482. 181.0504 (1) of the statutes is amended to read:

AB854,291,24 181.0504 (1) A corporation's registered agent is the corporation's agent for service of corporation may be served with any process, notice, or demand required or permitted by law to be served on the corporation by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4).

AB854,483 Section 483. 181.0504 (2) (title) of the statutes is repealed.

AB854,484 Section 484. 181.0504 (2) (intro.), (a) and (c) of the statutes are amended to read:

AB854,292,8 181.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no registered agent, or the its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

AB854,292,10 (a) The date on which the corporation receives the mail or delivery by commercial delivery service.

AB854,292,13 (c) Five days after its deposit it is deposited in the U.S. mail, if mailed postpaid and correctly addressed or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

AB854,485 Section 485. 181.0504 (3) (title) of the statutes is repealed.

AB854,486 Section 486. 181.0504 (3) of the statutes is amended to read:

AB854,292,24 181.0504 (3) Except as provided in s. 181.1421 (2) (b), if If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. If the address of the corporation's principal office cannot be determined from the records held by of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.

AB854,487 Section 487. 181.0504 (3m) of the statutes is created to read:

AB854,293,2 181.0504 (3m) Service of process, notice, or demand on a registered agent must be in a written record.

AB854,488 Section 488. 181.0504 (4) of the statutes is repealed and recreated to read:

AB854,293,5 181.0504 (4) Service of process, notice, or demand may be made by other means under law other than this chapter.

AB854,489 Section 489. 181.0505 of the statutes is created to read:

AB854,293,15 181.0505 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation or foreign corporation for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the corporation or foreign corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation or foreign corporation has been notified of the change and states all of the following:

AB854,293,17 (a) The name of the corporation or foreign corporation represented by the registered agent.

AB854,293,19 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation or foreign corporation.

AB854,293,20 (c) Any new name, new e-mail address, or new street address of the agent.

AB854,293,23 (2) A registered agent promptly shall furnish notice to the represented corporation or foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

AB854,490 Section 490. 181.0506 of the statutes is created to read:

AB854,294,3 181.0506 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

AB854,294,5 (2) Delivery to the department is effective only when a record is received by the department.

AB854,491 Section 491. 181.0507 of the statutes is created to read:

AB854,294,11 181.0507 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).

AB854,294,14 (2) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:

AB854,294,15 1. Articles of incorporation, $35.

AB854,294,16 2. Application for use of an indistinguishable name, $10.

AB854,294,17 3. Application for a reserved name, $10.