AB854,331,1110
181.1422
(4) Effect of reinstatement; additional rules. When reinstatement
11under this section is effective, all of the following rules apply:
AB854,331,1312
(a) Except as provided in par. (b), the corporation's period of duration continues
13as if the dissolution had never occurred.
AB854,331,1614
(b) The rights of a person arising out of an act or omission in reliance on the
15dissolution before the person knew or had notice of the reinstatement are not
16affected.
AB854,564
17Section 564
. 181.1423 (2) of the statutes is amended to read:
AB854,331,2418
181.1423
(2) Time for appeal of denial. The corporation may appeal the denial
19of reinstatement to the circuit court for the county where the corporation's principal
20office or, if none in this state, its registered office is located, within 30 days after
21service of the notice of denial is
perfected
effective under s. 181.0105 (4). The
22corporation shall appeal by petitioning the court to set aside the dissolution and
23attaching to the petition copies of the department's notice of dissolution, the
24corporation's application for reinstatement, and the department's notice of denial.
AB854,565
25Section 565
. 181.1503 (1) (e) of the statutes is amended to read:
AB854,332,2
1181.1503
(1) (e) The street address of its registered office in this state and the
2name
and e-mail address of its registered agent at that office.
AB854,566
3Section 566
. 181.1506 (2) (a) 1. of the statutes is repealed and recreated to
4read:
AB854,332,75
181.1506
(2) (a) 1. Any name of an existing person whose formation required
6the filing of a record by the department and which is not at the time administratively
7dissolved.
AB854,567
8Section
567. 181.1506 (2) (a) 3. of the statutes is amended to read:
AB854,332,119
181.1506
(2) (a) 3.
A
Any name reserved or registered under this chapter or
10ch. 178, 179, 180, 183, 185, or 193
or other law of this state providing for the
11reservation or registration of a name by a filing of a record by the department.
AB854,568
12Section 568
. 181.1506 (2) (a) 6., 7. and 8. of the statutes are repealed.
AB854,569
13Section
569. 181.1506 (2) (a) 9. of the statutes is amended to read:
AB854,332,1614
181.1506
(2) (a) 9.
The
Any name of a limited liability partnership
formed
15under the laws of, or registered in, this state whose statement of qualification is in
16effect or that has filed with the department a foreign registration statement.
AB854,570
17Section
570. 181.1506 (3) (a) of the statutes is amended to read:
AB854,332,2418
181.1506
(3) (a) The other foreign corporation or the domestic corporation,
19limited liability company,
nonstock stock corporation, limited partnership, limited
20liability partnership,
foreign limited liability partnership, general cooperative
21association, or
unincorporated limited cooperative association consents to the use in
22writing and submits an undertaking in a form satisfactory to the department to
23change its name to a name that is distinguishable upon the records of the department
24from the name of the applicant
or to cancel the registration or reservation.
AB854,571
25Section 571
. 181.1506 (3m) of the statutes is created to read:
AB854,333,9
1181.1506
(3m) In determining whether a name is the same as or not
2distinguishable on the records of the department from the name of another person,
3words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
4“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
5partnership," “LP," “limited liability partnership," “LLP," “
limited liability limited
6partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
7“limited liability company," “LLC," “cooperative association," or “cooperative," or a
8variation of these abbreviations that differs only with respect to capitalization of
9letters or punctuation, may not be taken into account.
AB854,572
10Section
572. 181.1506 (4) (intro.), (a) and (b) of the statutes are amended to
11read:
AB854,333,1912
181.1506
(4) Corporate reorganizations. (intro.) A foreign corporation may
13use in this state the name, including the fictitious name, of another domestic or
14foreign corporation or stock corporation that is used in this state
, or a limited liability
15company, limited partnership, limited liability partnership, foreign limited liability
16partnership, general cooperative association, or limited cooperative association, if
17the other
corporation or stock corporation is incorporated entity is organized under 18or authorized to transact business in this state and the foreign corporation has done
19any of the following:
AB854,333,2120
(a) Merged with the other
domestic or foreign corporation or stock corporation 21entity.
AB854,333,2322
(b) Been formed by reorganization of the other
domestic or foreign corporation
23or stock corporation entity.
AB854,573
24Section
573. 181.1507 (intro.) of the statutes is renumbered 181.1507 (1m)
25and amended to read:
AB854,334,4
1181.1507
(1m) Each foreign corporation shall
designate and continuously
2maintain
in this state a registered office and registered agent
in this state. The
3designation of a registered agent is an affirmation of the fact by the foreign
4corporation that the agent has consented to serve.
AB854,334,8
5(2m) The registered office may, but need not, be the same as any of its places
6of business
or activity. The registered office must be an actual physical location with
7a street address and not solely a post office box, mailbox service, or telephone
8answering services. The registered agent shall be any of the following:
AB854,574
9Section 574
. 181.1507 (1) (title) of the statutes is repealed.
AB854,575
10Section
575. 181.1507 (1) of the statutes is renumbered 181.1507 (2m) (a) and
11amended to read:
AB854,334,1312
181.1507
(2m) (a)
An individual
A natural person who resides in this state and
13whose business office is identical with the registered office.
AB854,576
14Section 576
. 181.1507 (2) (title) of the statutes is repealed.
AB854,577
15Section
577. 181.1507 (2) of the statutes is renumbered 181.1507 (2m) (b) and
16amended to read:
AB854,334,2017
181.1507
(2m) (b) A domestic corporation, stock corporation, limited
18partnership, limited liability partnership, or limited liability company
, incorporated
19or organized in this state or that has in effect a statement of qualification under s.
20178.0901, whose business office is identical with the registered office.
AB854,578
21Section 578
. 181.1507 (3) (title) of the statutes is repealed.
AB854,579
22Section
579. 181.1507 (3) of the statutes is renumbered 181.1507 (2m) (c) and
23amended to read:
AB854,335,224
181.1507
(2m) (c) A foreign corporation, stock corporation, limited
25partnership, registered limited liability partnership, or limited liability company
, if
1that entity is authorized to transact business in this state
, whose and the entity's 2business office is identical with the registered office.
AB854,580
3Section 580
. 181.1507 (3m) and (4m) of the statutes are created to read:
AB854,335,54
181.1507
(3m) A registered agent for a foreign corporation must have an
5e-mail address and a place of business or activity in this state.
AB854,335,7
6(4m) The only duties under this chapter of a registered agent that has complied
7with this chapter are the following:
AB854,335,108
(a) To forward to the foreign corporation at the address most recently supplied
9to the agent by the foreign corporation any process, notice, or demand pertaining to
10the foreign corporation which is served on or received by the agent.
AB854,335,1311
(b) If the registered agent resigns, to provide the notice required by s. 181.1509
12to the foreign corporation at the address most recently supplied to the agent by the
13foreign corporation.
AB854,335,1514
(c) To keep current the information with respect to the agent in the foreign
15corporation's certificate of authority.
AB854,581
16Section 581
. 181.1508 of the statutes is repealed and recreated to read:
AB854,335,21
17181.1508 Change of registered agent or registered office of foreign
18corporation. (1) A foreign corporation authorized to transact business in this state
19may change its registered agent or registered office as provided in s. 181.0214 (5) or
20by delivering to the department for filing a statement of change that states all of the
21following:
AB854,335,2222
(a) The name of the foreign corporation.
AB854,335,2423
(b) The information that is to be in effect as a result of the filing of the statement
24of change.
AB854,336,3
1(2) A statement of change under this section designating a new registered
2agent is an affirmation of fact by the foreign corporation that the agent has consented
3to serve.
AB854,336,5
4(3) As an alternative to using the procedure in this section, a foreign
5corporation may amend its certificate of authority.
AB854,582
6Section 582
. 181.1509 (1) (title) of the statutes is repealed.
AB854,583
7Section
583. 181.1509 (1) (intro.), (a) and (b) of the statutes are amended to
8read:
AB854,336,119
181.1509
(1) (intro.)
The
A registered agent
of a foreign corporation may resign
10as agent for a foreign corporation by
signing and delivering to the department for
11filing a statement of resignation that
includes
states all of the following
information:
AB854,336,1212
(a) The name of the foreign corporation
for which the registered agent is acting.
AB854,336,1313
(b) The name of the
registered agent.
AB854,584
14Section 584
. 181.1509 (1) (bm) of the statutes is created to read:
AB854,336,1615
181.1509
(1) (bm) That the agent resigns from serving as registered agent for
16the foreign corporation.
AB854,585
17Section
585. 181.1509 (1) (c) of the statutes is amended to read:
AB854,336,2018
181.1509
(1) (c) The
street address of the
foreign corporation's current
19registered office and its principal office foreign corporation to which the agent will
20send the notice required by sub. (4).
AB854,586
21Section 586
. 181.1509 (1) (d) and (e) of the statutes are repealed.
AB854,587
22Section 587
. 181.1509 (2) of the statutes is repealed.
AB854,588
23Section 588
. 181.1509 (3) (title) of the statutes is repealed.
AB854,589
24Section
589. 181.1509 (3) (intro.) of the statutes is amended to read:
AB854,337,2
1181.1509
(3) (intro.) The resignation
under sub. (1) is effective and, if
2applicable, the registered office is discontinued on the earlier of the following:
AB854,590
3Section 590
. 181.1509 (4), (5) and (6) of the statutes are created to read:
AB854,337,64
181.1509
(4) A registered agent promptly shall furnish to the foreign
5corporation notice in a record of the date on which a statement of resignation was
6filed.
AB854,337,11
7(5) When a statement of resignation takes effect, the registered agent ceases
8to have responsibility under this chapter for any matter thereafter tendered to it as
9agent for the foreign corporation. The resignation does not affect any contractual
10rights the foreign corporation has against the agent or that the agent has against the
11foreign corporation.
AB854,337,13
12(6) A registered agent may resign with respect to a foreign corporation whether
13or not the foreign corporation is in good standing.
AB854,591
14Section
591. 181.1510 (title) of the statutes is amended to read:
AB854,337,16
15181.1510 (title)
Service of process, notice, or demand on foreign
16corporation.
AB854,592
17Section 592
. 181.1510 (1) (title) of the statutes is repealed.
AB854,593
18Section
593. 181.1510 (1) of the statutes is amended to read:
AB854,338,219
181.1510
(1) Except as provided in subs. (2) and (3), the registered agent of a
20foreign corporation authorized to transact business in this state is the foreign
21corporation's agent for service of A foreign corporation may be served with any 22process, notice
, or demand required or permitted by law
to be served on the foreign
23corporation by serving its registered agent. The department may serve any written
24notice required or authorized under this chapter by e-mailing it to the registered
1agent's e-mail address on file with the department, and such notice shall be effective
2as provided in s. 181.0105 (4).
AB854,594
3Section 594
. 181.1510 (2) (title) of the statutes is repealed.
AB854,595
4Section 595
. 181.1510 (3) (title) of the statutes is repealed.
AB854,596
5Section 596
. 181.1510 (4) (title) of the statutes is repealed.
AB854,597
6Section
597. 181.1510 (4) (a) (intro.), 1. and 3. of the statutes are amended to
7read:
AB854,338,138
181.1510
(4) (a) (intro.) With respect to a foreign corporation described in sub.
9(2) or (3), the foreign corporation may be served by registered or certified mail, return
10receipt requested,
or by similar commercial delivery service, addressed to the foreign
11corporation at its principal office
, as shown on the records of the department
on the
12date of sending, except as provided in par. (b). Service is perfected under this
13paragraph at the earliest of the following:
AB854,338,1514
1. The date
on which the foreign corporation receives the mail
or delivery by
15commercial delivery service.
AB854,338,1816
3. Five days after
it is deposited its deposit in the U.S. mail,
if mailed postpaid
17and correctly addressed or with the commercial delivery service, if correctly
18addressed and with sufficient postage or payment.
AB854,598
19Section
598. 181.1510 (4) (b) of the statutes is amended to read:
AB854,339,320
181.1510
(4) (b)
Except as provided in s. 181.1531 (2g) (b), if If process, notice,
21or demand in an action cannot be served on a foreign corporation pursuant to subs.
22(1) to (3), service may be made by handing a copy to the individual in charge of any
23regular place of business or activity of the foreign corporation if the individual served
24is not a plaintiff in the action. If the address of the foreign corporation's principal
25office cannot be determined from the records of the department, the foreign
1corporation may be served by publishing a class 3 notice, under ch. 985, in the
2community where the foreign corporation's principal office or registered office, as
3most recently designated in the records of the department, is located.
AB854,599
4Section 599
. 181.1510 (4m) of the statutes is created to read:
AB854,339,65
181.1510
(4m) Service of process, notice, or demand on a registered agent must
6be in a written record.
AB854,600
7Section 600
. 181.1510 (5) of the statutes is repealed and recreated to read:
AB854,339,98
181.1510
(5) Service of process, notice, or demand may be made by other means
9under law other than this chapter.
AB854,601
10Section 601
. 181.1520 (2) (c) of the statutes is amended to read:
AB854,339,1511
181.1520
(2) (c) A statement
that whether it revokes the authority of its
12registered agent to accept service on its behalf and
, in any event, that it
also consents
13to service of process under s. 181.1510 (3) and (4) in any civil, criminal,
14administrative or investigatory proceeding based on a cause of action arising during
15the time it was authorized to transact business in this state.
AB854,602
16Section 602
. 181.1533 of the statutes is repealed.
AB854,603
17Section
603. 181.1622 (title) of the statutes is renumbered 181.0214.
AB854,604
18Section
604. 181.1622 (1) of the statutes is repealed.
AB854,605
19Section
605. 181.1622 (2) (title) of the statutes is repealed.
AB854,606
20Section
606. 181.1622 (2) of the statutes is renumbered 181.0214 (2) and
21amended to read: