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SB566,280,24 21181.0212 Duty of department to file; review of refusal to file; delivery
22of record by department.
(1) The department shall file a record delivered to the
23department for filing which satisfies this chapter. The duty of the department under
24this section is ministerial.
SB566,281,4
1(2) When the department files a record, the department shall record it as filed
2on the date of its delivery. After filing a record, the department shall deliver to the
3person that submitted the record a copy of the record with an acknowledgment of the
4date of filing.
SB566,281,6 5(3) If the department refuses to file a record, the department shall, not later
6than 5 business days after the record is delivered, do all of the following:
SB566,281,87 (a) Return the record or notify the person that submitted the record of the
8refusal.
SB566,281,99 (b) Provide a brief explanation in a record of the reason for the refusal.
SB566,281,13 10(4) If the department refuses to file a record, the person that submitted the
11record may petition the circuit court to compel filing of the record. The record and
12the explanation of the department of the refusal to file must be attached to the
13petition. The court may decide the matter in a summary proceeding.
SB566,281,17 14(5) If a record that has been refused for filing by the department is resubmitted
15and filed by the department, the effective date of the filed record is the date that the
16resubmitted record is received by the department for filing or a delayed effective date
17specified in the resubmitted record in accordance with s. 181.0209 (2).
SB566,281,19 18(6) The filing of or refusal to file a record does not create a presumption of any
19of the following:
SB566,281,2020 (a) That the record does or does not conform to the requirements of this chapter.
SB566,281,2121 (b) That the information contained in the record is correct or incorrect.
SB566,281,24 22(7) Except as otherwise provided by s. 181.0504 or 181.1510 or by law other
23than this chapter, the department may deliver any record to a person by delivering
24it in any of the following ways:
SB566,281,2525 (a) In person to the person that submitted it.
SB566,282,1
1(b) To the e-mail or street address of the person's registered agent.
SB566,282,22 (c) To the principal office of the person.
SB566,282,33 (d) To another address the person provides to the department for delivery.
SB566,435 4Section 435. 181.0214 (1) of the statutes is created to read:
SB566,282,75 181.0214 (1) A corporation or foreign corporation authorized to transact
6business in this state shall deliver to the department for filing an annual report that
7states all of the following:
SB566,282,88 (a) The name of the corporation or foreign corporation.
SB566,282,109 (b) The street and e-mail address of its registered office in this state and the
10name of its registered agent at that office.
SB566,282,1111 (c) The street address of its principal office.
SB566,282,1212 (d) The name and address of each director and principal officer.
SB566,282,1413 (e) In the case of a foreign corporation, the jurisdiction of its governing law and
14any fictitious name adopted under s. 181.1506 (1).
SB566,436 15Section 436. 181.0214 (5) of the statutes is created to read:
SB566,282,1916 181.0214 (5) If an annual report contains a registered office or registered agent
17which differs from the information shown in the records of the department
18immediately before the report becomes effective, the differing information is
19considered a statement of change under s. 181.0502 or 181.1508.
SB566,437 20Section 437. 181.0401 (1) (a) 1. of the statutes is amended to read:
SB566,282,2521 181.0401 (1) (a) 1. Shall Must contain the word “corporation", “incorporated",
22“company" or “limited" or the abbreviation “corp.", “inc.", “co." or “ltd." or a variation
23of these
words or abbreviations, of like import in another language, except as
24provided in par. (b), or that differs only with respect to capitalization of letters or
25punctuation
.
SB566,438
1Section 438. 181.0401 (1) (a) 3. of the statutes is created to read:
SB566,283,52 181.0401 (1) (a) 3. May not contain language stating or implying that the entity
3is organized for a purpose subject to regulation under another statute of this state,
4unless its purpose is not prohibited by, and the entity is subject to all the limitations
5of, the other statute.
SB566,439 6Section 439. 181.0401 (2) (a) 1. of the statutes is repealed and recreated to
7read:
SB566,283,108 181.0401 (2) (a) 1. Any name of an existing person whose formation required
9the filing of a record by the department and which is not at the time administratively
10dissolved.
SB566,440 11Section 440. 181.0401 (2) (a) 3. of the statutes is amended to read:
SB566,283,1412 181.0401 (2) (a) 3. A Any name reserved or registered under this chapter or
13ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the
14reservation or registration of a name by a filing of a record by the department
.
SB566,441 15Section 441. 181.0401 (2) (a) 6., 7. and 8. of the statutes are repealed.
SB566,442 16Section 442. 181.0401 (2) (a) 9. of the statutes is amended to read:
SB566,283,1917 181.0401 (2) (a) 9. The Any name of a limited liability partnership formed
18under the laws of, or registered in, this state
whose statement of qualification is in
19effect
.
SB566,443 20Section 443. 181.0401 (3) (a) of the statutes is amended to read:
SB566,284,221 181.0401 (3) (a) The other corporation or the foreign corporation, limited
22liability company, stock corporation, limited partnership, limited liability
23partnership, foreign limited liability partnership, general cooperative association, or
24unincorporated limited cooperative association consents to the use in writing and
25submits an undertaking in a form satisfactory to the department to change its name

1to a name that is distinguishable upon the records of the department from the name
2of the applicant or to cancel the registration or reservation.
SB566,444 3Section 444. 181.0401 (3m) of the statutes is created to read:
SB566,284,124 181.0401 (3m) In determining whether a name is the same as or not
5distinguishable on the records of the department from the name of another person,
6words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
7“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
8partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
9partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
10“limited liability company," “LLC," “cooperative association," or “cooperative," or a
11variation of these abbreviations that differs only with respect to capitalization of
12letters or punctuation, may not be taken into account.
SB566,445 13Section 445. 181.0401 (4) (intro.), (a) and (b) of the statutes are amended to
14read:
SB566,284,2115 181.0401 (4) Corporate reorganizations. (intro.) A corporation may in this
16state
use the name, including the fictitious name, that is used in this state by another
17domestic or foreign corporation or stock corporation authorized to transact business
18in this state, or a limited liability company, limited partnership, limited liability
19partnership, foreign limited liability partnership, general cooperative association, or
20limited cooperative association,
if the corporation proposing to use the name has
21done any of the following:
SB566,284,2322 (a) Merged with the other domestic or foreign corporation or stock corporation
23entity.
SB566,284,2524 (b) Been formed by reorganization of the other domestic or foreign corporation
25or stock corporation
entity.
SB566,446
1Section 446. 181.0402 (title) of the statutes is amended to read:
SB566,285,2 2181.0402 (title) Reserved Reservation of name.
SB566,447 3Section 447. 181.0402 (1) (title) of the statutes is repealed.
SB566,448 4Section 448. 181.0402 (1) of the statutes is amended to read:
SB566,285,125 181.0402 (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.
SB566,449 13Section 449. 181.0402 (2) (title) of the statutes is repealed.
SB566,450 14Section 450. 181.0402 (2) of the statutes is amended to read:
SB566,285,1915 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
.
SB566,451 20Section 451. 181.0403 (title) of the statutes is amended to read:
SB566,285,21 21181.0403 (title) Registered Registration of name.
SB566,452 22Section 452. 181.0403 (1) (a) of the statutes is amended to read:
SB566,286,323 181.0403 (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)
.
SB566,453 4Section 453. 181.0403 (1) (b) of the statutes is repealed and recreated to read:
SB566,286,105 181.0403 (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.
SB566,454 11Section 454. 181.0403 (1) (c) of the statutes is amended to read:
SB566,286,1312 181.0403 (1) (c) The registration of a name under this section expires annually
13on
December 31. The
SB566,286,19 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.
SB566,455 20Section 455. 181.0403 (1) (e) of the statutes is created to read:
SB566,286,2421 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.
SB566,456 25Section 456 . 181.0501 (title) of the statutes is amended to read:
SB566,287,1
1181.0501 (title) Registered office agent and registered agent office.
SB566,457 2Section 457. 181.0501 (intro.) of the statutes is renumbered 181.0501 (1m)
3and amended to read:
SB566,287,74 181.0501 (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
.
SB566,287,11 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:
SB566,458 12Section 458. 181.0501 (1) (title) of the statutes is repealed.
SB566,459 13Section 459. 181.0501 (1) of the statutes is renumbered 181.0501 (2m) (a) and
14amended to read:
SB566,287,1615 181.0501 (2m) (a) An individual A natural person who resides in this state and
16whose business office is identical with the registered office.
SB566,460 17Section 460. 181.0501 (2) (title) of the statutes is repealed.
SB566,461 18Section 461. 181.0501 (2) of the statutes is renumbered 181.0501 (2m) (b) and
19amended to read:
SB566,287,2320 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.
SB566,462 24Section 462. 181.0501 (3) (title) of the statutes is repealed.
SB566,463
1Section 463. 181.0501 (3) of the statutes is renumbered 181.0501 (2m) (c) and
2amended to read:
SB566,288,63 181.0501 (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.
SB566,464 7Section 464. 181.0501 (3m) and (4m) of the statutes are created to read:
SB566,288,98 181.0501 (3m) A registered agent for a corporation must have an e-mail
9address and a place of business or activity in this state.
SB566,288,11 10(4m) The only duties under this chapter of a registered agent that has complied
11with this chapter are the following:
SB566,288,1412 (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.
SB566,288,1715 (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.
SB566,288,1918 (c) To keep current the information with respect to the agent in the articles of
19incorporation.
SB566,465 20Section 465 . 181.0502 (title) of the statutes is amended to read:
SB566,288,22 21181.0502 (title) Change of registered office agent or registered agent
22office.
SB566,466 23Section 466 . 181.0502 (1) of the statutes is repealed and recreated to read:
SB566,289,3
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:
SB566,289,44 (a) The name of the corporation.
SB566,289,65 (b) The information that is to be in effect as a result of the filing of the statement
6of change.
SB566,467 7Section 467 . 181.0502 (1m) and (1r) of the statutes are created to read:
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