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AB566,256,87 180.1421 (5) The administrative dissolution of a corporation does not
8terminate the authority of its registered agent.
AB566,340 9Section 340 . 180.1422 (3) of the statutes is amended to read:
AB566,256,1310 180.1422 (3) When the reinstatement becomes effective, it shall, except as
11provided in sub. (4) (b),
relate back to and take effect as of the effective date of the
12administrative dissolution, and the corporation may resume carrying on its business
13as if the administrative dissolution had never occurred.
AB566,341 14Section 341 . 180.1422 (4) of the statutes is created to read:
AB566,256,1615 180.1422 (4) When reinstatement under this section is effective, all of the
16following rules apply:
AB566,256,1817 (a) Except as provided in par. (b), the corporation's period of duration continues
18as if the dissolution had never occurred.
AB566,256,2119 (b) The rights of a person arising out of an act or omission in reliance on the
20dissolution before the person knew or had notice of the reinstatement are not
21affected.
AB566,342 22Section 342 . 180.1423 (2) of the statutes is amended to read:
AB566,257,423 180.1423 (2) The corporation may appeal the denial of reinstatement to the
24circuit court for the county where the corporation's principal office or, if none in this
25state, its registered office is located, within 30 days after service of the notice of denial

1is perfected effective under s. 180.0141 (5) (a). The corporation shall appeal by
2petitioning the court to set aside the dissolution and attaching to the petition copies
3of the department's certificate of dissolution, the corporation's application for
4reinstatement and the department's notice of denial.
AB566,343 5Section 343 . 180.1503 (1) (e) of the statutes is amended to read:
AB566,257,76 180.1503 (1) (e) The address of its registered office in this state and the name
7and e-mail address of its registered agent at that office.
AB566,344 8Section 344 . 180.1506 (2) (a) 1. of the statutes is repealed and recreated to
9read:
AB566,257,1210 180.1506 (2) (a) 1. Any name of an existing person whose formation required
11the filing of a record by the department and which is not at the time administratively
12dissolved.
AB566,345 13Section 345 . 180.1506 (2) (a) 2. of the statutes is amended to read:
AB566,257,1714 180.1506 (2) (a) 2. A corporate Any name reserved or registered under s.
15178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403 ,
16183.0113, or 183.0114 or other law of this state providing for the reservation or
17registration of a name by a filing of a record by the department
.
AB566,346 18Section 346 . 180.1506 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.
AB566,347 19Section 347 . 180.1506 (2) (a) 9. of the statutes is amended to read:
AB566,257,2220 180.1506 (2) (a) 9. The Any name of a limited liability partnership formed
21under the laws of, or registered in, this state
whose statement of qualification is in
22effect
.
AB566,348 23Section 348. 180.1506 (2) (b) of the statutes is amended to read:
AB566,258,424 180.1506 (2) (b) The corporate name of a foreign corporation is not
25distinguishable from a name referred to in par. (a) 1. to 9. if the only difference

1between it and the other name is the inclusion or absence of a word or words referred
2to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “registered limited
3liability partnership,"
“limited liability partnership", “cooperative" or “limited
4liability company" or an abbreviation of these words.
AB566,349 5Section 349 . 180.1506 (3) (a) of the statutes is amended to read:
AB566,258,136 180.1506 (3) (a) The other foreign corporation or the domestic corporation,
7limited liability company, nonprofit or nonstock corporation, limited partnership,
8limited liability partnership, registered foreign limited liability partnership, general
9cooperative association, or unincorporated limited cooperative association consents
10to the use in writing and submits an undertaking in a form satisfactory to the
11department to change its name to a name that is distinguishable upon the records
12of the department from the name of the applicant, or to cancel the registration or
13reservation
.
AB566,350 14Section 350 . 180.1506 (3m) of the statutes is created to read:
AB566,258,2315 180.1506 (3m) In determining whether a name is the same as or not
16distinguishable on the records of the department from the name of another person,
17words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
18“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
19partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
20partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
21“limited liability company," “LLC," “cooperative association," or “cooperative," or a
22variation of these abbreviations that differs only with respect to capitalization of
23letters or punctuation, may not be taken into account.
AB566,351 24Section 351 . 180.1506 (4) (intro.), (a) and (b) of the statutes are amended to
25read:
AB566,259,7
1180.1506 (4) (intro.) A foreign corporation may use in this state the name,
2including the fictitious name, that is used in this state by a domestic corporation or
3another foreign corporation authorized to transact business in this state, or by a
4limited liability company, nonprofit or nonstock corporation, limited partnership,
5limited liability partnership, foreign limited liability partnership, general
6cooperative association, or limited cooperative association,
if the foreign corporation
7proposing to use the name has done any of the following:
AB566,259,88 (a) Merged with the other domestic corporation or foreign corporation entity.
AB566,259,109 (b) Been formed by reorganization of the other domestic corporation or foreign
10corporation
entity.
AB566,352 11Section 352 . 180.1507 of the statutes is renumbered 180.1507 (1m), and
12180.1507 (1m) (intro.) and (c), as renumbered, are amended to read:
AB566,259,2013 180.1507 (1m) (intro.) Each foreign corporation authorized to transact
14business in this state shall continuously designate and maintain in this state a
15registered office agent and registered agent office in this state. The designation of
16a registered agent is an affirmation of the fact by the corporation that the agent has
17consented to serve
. The registered office may, but need not, be the same as any of its
18the corporation's places of business. The registered office must be an actual physical
19location with a street address and not solely a post office box, mailbox service, or
20telephone answering service.
The registered agent shall be any of the following:
AB566,259,2421 (c) A foreign corporation, nonprofit or nonstock corporation, limited
22partnership, registered limited liability partnership, or limited liability company if
23that entity is
authorized to transact business in this state, whose and the entity's
24business office is identical with the registered office.
AB566,353 25Section 353 . 180.1507 (2m) and (3m) of the statutes are created to read:
AB566,260,2
1180.1507 (2m) A registered agent for a foreign corporation must have an
2e-mail address and a place of business in this state.
AB566,260,4 3(3m) The only duties under this chapter of a registered agent that has complied
4with this chapter are the following:
AB566,260,75 (a) To forward to the foreign corporation at the address most recently supplied
6to the agent by the foreign corporation any process, notice, or demand pertaining to
7the foreign corporation which is served on or received by the agent.
AB566,260,108 (b) If the registered agent resigns, to provide the notice required by s. 180.1509
9to the foreign corporation at the address most recently supplied to the agent by the
10foreign corporation.
AB566,260,1211 (c) To keep current the information with respect to the agent in the foreign
12corporation's certificate of authority.
AB566,354 13Section 354 . 180.1508 (1) (intro.) of the statutes is amended to read:
AB566,260,1714 180.1508 (1) (intro.) A foreign corporation authorized to transact business in
15this state may change its registered office or registered agent, or both, by delivering
16to the department for filing a statement of change that, except as provided in sub.
17(2), includes
states all of the following:
AB566,355 18Section 355 . 180.1508 (1) (a) and (b) of the statutes are repealed.
AB566,356 19Section 356 . 180.1508 (1) (d) of the statutes is amended to read:
AB566,260,2120 180.1508 (1) (d) The name of its registered agent, as changed the e-mail
21address, and the street address of its registered office, as changed
.
AB566,357 22Section 357 . 180.1508 (1) (e) of the statutes is created to read:
AB566,260,2423 180.1508 (1) (e) The information that is to be in effect as a result of the filing
24of the statement of change.
AB566,358 25Section 358 . 180.1508 (1) (f) of the statutes is repealed.
AB566,359
1Section 359. 180.1508 (1g) of the statutes is created to read:
AB566,261,42 180.1508 (1g) A foreign corporation authorized to transact business in this
3state may also change its registered office or registered agent, or both, by doing any
4of the following:
AB566,261,75 (a) Including the name of its registered agent, the e-mail address, and the
6street address of its registered office, as changed, in an amended certificate of
7authority.
AB566,261,118 (b) Including the name of its registered agent, the e-mail address, and the
9street address of its registered office, as changed, in its annual report under s.
10180.1622 or 180.1921. A change under this paragraph is effective on the date the
11annual report is filed by the department.
AB566,360 12Section 360 . 180.1508 (1m) and (1r) of the statutes are created to read:
AB566,261,1513 180.1508 (1m) A statement of change under this section designating a new
14registered agent is an affirmation of fact by the foreign corporation that the agent
15has consented to serve.
AB566,261,17 16(1r) As an alternative to using the procedure in this section, a foreign
17corporation may amend its certificate of authority.
AB566,361 18Section 361 . 180.1508 (2) of the statutes is renumbered 180.1508 (2) (intro.)
19and amended to read:
AB566,262,220 180.1508 (2) (intro.) If a registered agent changes the street address of his or
21her business office, he or she may change the street address of the registered office
22of any foreign corporation for which he or she is the registered agent by notifying the
23foreign corporation in writing of the change and by signing, either manually or in
24facsimile, and
delivering to the department for filing a statement of change that

1complies with sub. (1) and recites that the foreign corporation has been notified of
2the change. and states all of the following:
AB566,362 3Section 362 . 180.1508 (2) (a), (b) and (c) of the statutes are created to read:
AB566,262,54 180.1508 (2) (a) The name of the foreign corporation represented by the
5registered agent.
AB566,262,76 (b) The name, e-mail address, and street address of the agent as currently
7shown in the records of the department for the foreign corporation.
AB566,262,88 (c) The new name, new e-mail address, or new street address of the agent.
AB566,363 9Section 363 . 180.1508 (4) of the statutes is created to read:
AB566,262,1210 180.1508 (4) A registered agent promptly shall furnish notice to the
11represented foreign corporation of the filing by the department of the statement of
12change and the changes made by the statement.
AB566,364 13Section 364 . 180.1509 (1) (intro.), (a), (b), (c) and (d) of the statutes are
14amended to read:
AB566,262,1715 180.1509 (1) (intro.) The A registered agent of a foreign corporation may resign
16as agent for a foreign corporation by signing and delivering to the department for
17filing a statement of resignation that includes states all of the following information:
AB566,262,1818 (a) The name of the foreign corporation for which the registered agent is acting.
AB566,262,1919 (b) The name of the registered agent.
AB566,262,2120 (c) The street address of the foreign corporation's current registered office and
21its principal office to which the department will send the notice required by sub. (2).
AB566,262,2322 (d) A statement that That the registered agent resigns from serving as
23registered agent for the foreign corporation
.
AB566,365 24Section 365 . 180.1509 (4) and (5) of the statutes are created to read:
AB566,263,5
1180.1509 (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 foreign corporation. The resignation does not affect any
4contractual rights the foreign corporation has against the agent or that the agent has
5against the foreign corporation.
AB566,263,7 6(5) A registered agent may resign with respect to a foreign corporation whether
7or not the foreign corporation is in good standing.
AB566,366 8Section 366 . 180.1510 (4) (a) (intro.) of the statutes is amended to read:
AB566,263,149 180.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub.
10(2) or (3), except as provided in par. (b), the foreign corporation may be served by
11registered or certified mail, return receipt requested, addressed to the foreign
12corporation at its principal office, as shown on the records of the department, except
13as provided in par. (b). Service is perfected under this paragraph
at the earliest of
14the following:
AB566,367 15Section 367 . 180.1520 (2) (c) of the statutes is amended to read:
AB566,263,2016 180.1520 (2) (c) A statement that whether it revokes the authority of its
17registered agent to accept service on its behalf and, in any event, that it consents to
18service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative
19or investigatory proceeding based on a cause of action arising while it was authorized
20to transact business in this state.
AB566,368 21Section 368. 180.1530 (1) (a), (d), (e) and (f) of the statutes are amended to
22read:
AB566,263,2423 180.1530 (1) (a) The foreign corporation fails to does not have on file its annual
24report with the department within 4 months after it is due.
AB566,264,4
1(d) The foreign corporation does not inform notify the department under s.
2180.1508 or 180.1509 within 6 months that its registered agent or registered office
3has changed, that its registered agent has resigned or that its registered office has
4been discontinued, within 6 months of the change, resignation or discontinuance.
AB566,264,75 (e) The foreign corporation obtained its certificate of authority through fraud
6or its application for certificate of authority contains fraudulent or materially false
7information
.
AB566,264,118 (f) The department receives a duly authenticated certificate from the secretary
9of state or other official having custody of corporate records in the state or country
10under whose law the foreign corporation is incorporated stating that it has been
11dissolved or disappeared as the result of a merger or other event.
AB566,369 12Section 369 . 180.1531 (1) of the statutes is amended to read:
AB566,264,1713 180.1531 (1) If the department determines that one or more grounds exist
14under s. 180.1530 (1) for revocation of a certificate of authority, the department shall
15give the foreign corporation under s. 180.0141 notice of the determination.
16Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing
17and addressed to the registered office of the foreign corporation.
AB566,370 18Section 370. 180.1531 (2) (a) of the statutes is amended to read:
AB566,264,2319 180.1531 (2) (a) Within 60 days after the notice takes effect under s. 180.0141
20(5) (a), the foreign corporation shall, with respect to each ground for revocation,
21either
correct each ground for revocation it or demonstrate to the reasonable
22satisfaction of the department that each ground determined by the department it
23does not exist.
AB566,371 24Section 371. 180.1531 (2) (b) of the statutes is amended to read:
AB566,265,8
1180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the
2department may revoke the foreign corporation's certificate of authority by entering.
3The department shall enter
a notation in the department's its records to reflect each
4ground for revocation and the effective date of the revocation and shall give the
5corporation notice of those facts
. The department shall give the foreign corporation
6under s. 180.0141 notice of each ground for revocation and the effective date of the
7revocation. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be
8in writing and addressed to the registered office of the foreign corporation.
AB566,372 9Section 372. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:
AB566,265,1310 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
11revoked after December 31, 1991, the
The department shall reinstate the certificate
12of authority if the foreign corporation does all of the following within the later of
13October 4, 1993 or
6 months after the effective date of the certificate of revocation:
AB566,373 14Section 373. 180.1531 (2) (c) 1m. of the statutes is created to read:
AB566,265,2015 180.1531 (2) (c) 1m. Upon reinstatement of a corporation's certificate of
16authority under subd. 1., the department shall enter a notation in its records revising
17the notation specified in par. (b) to reflect cancellation of the revocation and
18reinstatement of the corporation's certificate of authority. The notation shall state
19the effective date of reinstatement. The department shall provide notice of the
20reinstatement to the corporation or its registered agent.
AB566,374 21Section 374. 180.1531 (2) (c) 2. (intro.) and b. of the statutes are created to
22read:
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