AB854: Bill Text

AB854,330,16 181.1421 (4) Cure. (a) Within 60 days after the notice is effective takes effect under sub. (3), the corporation shall, with respect to each ground for dissolution, either correct each such ground for dissolution or demonstrate to the reasonable satisfaction of the department that each such ground determined by the department does not exist.

AB854,330,23 (b) If the corporation fails to satisfy par. (a), the department shall may administratively dissolve the corporation. The department shall enter by entering a notation in the department's records to reflect each ground for dissolution and the effective date of such dissolution and. The department shall give the corporation notice of those facts in the same manner as a notice of determination under subs. (1) and (2) each ground for dissolution and the effective date of dissolution. The notice shall be in writing and addressed to the agent of the corporation.

AB854,561 Section 561 . 181.1421 (7) of the statutes is created to read:

AB854,331,2 181.1421 (7) Effect of dissolution on agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent.

AB854,562 Section 562 . 181.1422 (3) of the statutes is amended to read:

AB854,331,8 181.1422 (3) Effect of reinstatement ; relation back. When the reinstatement becomes effective, it shall, except as provided in sub. (4), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred.

AB854,563 Section 563 . 181.1422 (4) of the statutes is created to read:

AB854,331,11 181.1422 (4) Effect of reinstatement; additional rules. When reinstatement under this section is effective, all of the following rules apply:

AB854,331,13 (a) Except as provided in par. (b), the corporation's period of duration continues as if the dissolution had never occurred.

AB854,331,16 (b) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

AB854,564 Section 564 . 181.1423 (2) of the statutes is amended to read:

AB854,331,24 181.1423 (2) Time for appeal of denial. The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected effective under s. 181.0105 (4). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's notice of dissolution, the corporation's application for reinstatement, and the department's notice of denial.

AB854,565 Section 565 . 181.1503 (1) (e) of the statutes is amended to read:

AB854,332,2 181.1503 (1) (e) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

AB854,566 Section 566 . 181.1506 (2) (a) 1. of the statutes is repealed and recreated to read:

AB854,332,7 181.1506 (2) (a) 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

AB854,567 Section 567. 181.1506 (2) (a) 3. of the statutes is amended to read:

AB854,332,11 181.1506 (2) (a) 3. A Any name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

AB854,568 Section 568 . 181.1506 (2) (a) 6., 7. and 8. of the statutes are repealed.

AB854,569 Section 569. 181.1506 (2) (a) 9. of the statutes is amended to read:

AB854,332,16 181.1506 (2) (a) 9. The Any name of a limited liability partnership formed under the laws of, or registered in, this state whose statement of qualification is in effect or that has filed with the department a foreign registration statement.

AB854,570 Section 570. 181.1506 (3) (a) of the statutes is amended to read:

AB854,332,24 181.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock stock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or unincorporated limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant or to cancel the registration or reservation.

AB854,571 Section 571 . 181.1506 (3m) of the statutes is created to read:

AB854,333,9 181.1506 (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited partnership," “LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

AB854,572 Section 572. 181.1506 (4) (intro.), (a) and (b) of the statutes are amended to read:

AB854,333,19 181.1506 (4) Corporate reorganizations. (intro.) A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation or stock corporation that is used in this state , or a limited liability company, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the other corporation or stock corporation is incorporated entity is organized under or authorized to transact business in this state and the foreign corporation has done any of the following:

AB854,333,21 (a) Merged with the other domestic or foreign corporation or stock corporation entity.

AB854,333,23 (b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation entity.

AB854,573 Section 573. 181.1507 (intro.) of the statutes is renumbered 181.1507 (1m) and amended to read:

AB854,334,4 181.1507 (1m) Each foreign 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 foreign corporation that the agent has consented to serve.

AB854,334,8 (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:

AB854,574 Section 574 . 181.1507 (1) (title) of the statutes is repealed.

AB854,575 Section 575. 181.1507 (1) of the statutes is renumbered 181.1507 (2m) (a) and amended to read:

AB854,334,13 181.1507 (2m) (a) An individual A natural person who resides in this state and whose business office is identical with the registered office.

AB854,576 Section 576 . 181.1507 (2) (title) of the statutes is repealed.

AB854,577 Section 577. 181.1507 (2) of the statutes is renumbered 181.1507 (2m) (b) and amended to read:

AB854,334,20 181.1507 (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.

AB854,578 Section 578 . 181.1507 (3) (title) of the statutes is repealed.

AB854,579 Section 579. 181.1507 (3) of the statutes is renumbered 181.1507 (2m) (c) and amended to read:

AB854,335,2 181.1507 (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.

AB854,580 Section 580 . 181.1507 (3m) and (4m) of the statutes are created to read:

AB854,335,5 181.1507 (3m) A registered agent for a foreign corporation must have an e-mail address and a place of business or activity in this state.

AB854,335,7 (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

AB854,335,10 (a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.

AB854,335,13 (b) If the registered agent resigns, to provide the notice required by s. 181.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.

AB854,335,15 (c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.

AB854,581 Section 581 . 181.1508 of the statutes is repealed and recreated to read:

AB854,335,21 181.1508 Change of registered agent or registered office of foreign corporation. (1) A foreign corporation authorized to transact business in this state 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:

AB854,335,22 (a) The name of the foreign corporation.

AB854,335,24 (b) The information that is to be in effect as a result of the filing of the statement of change.

AB854,336,3 (2) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.

AB854,336,5 (3) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

AB854,582 Section 582 . 181.1509 (1) (title) of the statutes is repealed.

AB854,583 Section 583. 181.1509 (1) (intro.), (a) and (b) of the statutes are amended to read:

AB854,336,11 181.1509 (1) (intro.) The A registered agent of a foreign corporation may resign as agent for a foreign corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

AB854,336,12 (a) The name of the foreign corporation for which the registered agent is acting.

AB854,336,13 (b) The name of the registered agent.

AB854,584 Section 584 . 181.1509 (1) (bm) of the statutes is created to read:

AB854,336,16 181.1509 (1) (bm) That the agent resigns from serving as registered agent for the foreign corporation.

AB854,585 Section 585. 181.1509 (1) (c) of the statutes is amended to read:

AB854,336,20 181.1509 (1) (c) The street address of the foreign corporation's current registered office and its principal office foreign corporation to which the agent will send the notice required by sub. (4).

AB854,586 Section 586 . 181.1509 (1) (d) and (e) of the statutes are repealed.

AB854,587 Section 587 . 181.1509 (2) of the statutes is repealed.

AB854,588 Section 588 . 181.1509 (3) (title) of the statutes is repealed.

AB854,589 Section 589. 181.1509 (3) (intro.) of the statutes is amended to read:

AB854,337,2 181.1509 (3) (intro.) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

AB854,590 Section 590 . 181.1509 (4), (5) and (6) of the statutes are created to read:

AB854,337,6 181.1509 (4) A registered agent promptly shall furnish to the foreign corporation notice in a record of the date on which a statement of resignation was filed.

AB854,337,11 (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 foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.

AB854,337,13 (6) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.

AB854,591 Section 591. 181.1510 (title) of the statutes is amended to read:

AB854,337,16 181.1510 (title) Service of process, notice, or demand on foreign corporation.

AB854,592 Section 592 . 181.1510 (1) (title) of the statutes is repealed.

AB854,593 Section 593. 181.1510 (1) of the statutes is amended to read:

AB854,338,2 181.1510 (1) Except as provided in subs. (2) and (3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of A foreign corporation may be served with any process, notice, or demand required or permitted by law to be served on the foreign 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).

AB854,594 Section 594 . 181.1510 (2) (title) of the statutes is repealed.

AB854,595 Section 595 . 181.1510 (3) (title) of the statutes is repealed.

AB854,596 Section 596 . 181.1510 (4) (title) of the statutes is repealed.

AB854,597 Section 597. 181.1510 (4) (a) (intro.), 1. and 3. of the statutes are amended to read:

AB854,338,13 181.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the foreign corporation at its principal office, as shown on the records of the department on the date of sending, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

AB854,338,15 1. The date on which the foreign corporation receives the mail or delivery by commercial delivery service.

AB854,338,18 3. Five days after it is deposited its deposit 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.

AB854,598 Section 598. 181.1510 (4) (b) of the statutes is amended to read:

AB854,339,3 181.1510 (4) (b) Except as provided in s. 181.1531 (2g) (b), if If process, notice, or demand in an action cannot be served on a foreign corporation pursuant to subs. (1) to (3), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the foreign corporation if the individual served is not a plaintiff in the action. If the address of the foreign corporation's principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the department, is located.

AB854,599 Section 599 . 181.1510 (4m) of the statutes is created to read:

AB854,339,6 181.1510 (4m) Service of process, notice, or demand on a registered agent must be in a written record.

AB854,600 Section 600 . 181.1510 (5) of the statutes is repealed and recreated to read:

AB854,339,9 181.1510 (5) Service of process, notice, or demand may be made by other means under law other than this chapter.