This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB566,284,124 181.0401 (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.
AB566,445 13Section 445. 181.0401 (4) (intro.), (a) and (b) of the statutes are amended to
14read:
AB566,284,2115 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:
AB566,284,2322 (a) Merged with the other domestic or foreign corporation or stock corporation
23entity.
AB566,284,2524 (b) Been formed by reorganization of the other domestic or foreign corporation
25or stock corporation
entity.
AB566,446
1Section 446. 181.0402 (title) of the statutes is amended to read:
AB566,285,2 2181.0402 (title) Reserved Reservation of name.
AB566,447 3Section 447. 181.0402 (1) (title) of the statutes is repealed.
AB566,448 4Section 448. 181.0402 (1) of the statutes is amended to read:
AB566,285,125 181.0402 (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.
AB566,449 13Section 449. 181.0402 (2) (title) of the statutes is repealed.
AB566,450 14Section 450. 181.0402 (2) of the statutes is amended to read:
AB566,285,1915 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
.
AB566,451 20Section 451. 181.0403 (title) of the statutes is amended to read:
AB566,285,21 21181.0403 (title) Registered Registration of name.
AB566,452 22Section 452. 181.0403 (1) (a) of the statutes is amended to read:
AB566,286,323 181.0403 (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)
.
AB566,453 4Section 453. 181.0403 (1) (b) of the statutes is repealed and recreated to read:
AB566,286,105 181.0403 (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.
AB566,454 11Section 454. 181.0403 (1) (c) of the statutes is amended to read:
AB566,286,1312 181.0403 (1) (c) The registration of a name under this section expires annually
13on
December 31. The
AB566,286,19 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.
AB566,455 20Section 455. 181.0403 (1) (e) of the statutes is created to read:
AB566,286,2421 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.
AB566,456 25Section 456 . 181.0501 (title) of the statutes is amended to read:
AB566,287,1
1181.0501 (title) Registered office agent and registered agent office.
AB566,457 2Section 457. 181.0501 (intro.) of the statutes is renumbered 181.0501 (1m)
3and amended to read:
AB566,287,74 181.0501 (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
.
AB566,287,11 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:
AB566,458 12Section 458. 181.0501 (1) (title) of the statutes is repealed.
AB566,459 13Section 459. 181.0501 (1) of the statutes is renumbered 181.0501 (2m) (a) and
14amended to read:
AB566,287,1615 181.0501 (2m) (a) An individual A natural person who resides in this state and
16whose business office is identical with the registered office.
AB566,460 17Section 460. 181.0501 (2) (title) of the statutes is repealed.
AB566,461 18Section 461. 181.0501 (2) of the statutes is renumbered 181.0501 (2m) (b) and
19amended to read:
AB566,287,2320 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.
AB566,462 24Section 462. 181.0501 (3) (title) of the statutes is repealed.
AB566,463
1Section 463. 181.0501 (3) of the statutes is renumbered 181.0501 (2m) (c) and
2amended to read:
AB566,288,63 181.0501 (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.
AB566,464 7Section 464. 181.0501 (3m) and (4m) of the statutes are created to read:
AB566,288,98 181.0501 (3m) A registered agent for a corporation must have an e-mail
9address and a place of business or activity in this state.
AB566,288,11 10(4m) The only duties under this chapter of a registered agent that has complied
11with this chapter are the following:
AB566,288,1412 (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.
AB566,288,1715 (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.
AB566,288,1918 (c) To keep current the information with respect to the agent in the articles of
19incorporation.
AB566,465 20Section 465 . 181.0502 (title) of the statutes is amended to read:
AB566,288,22 21181.0502 (title) Change of registered office agent or registered agent
22office.
AB566,466 23Section 466 . 181.0502 (1) of the statutes is repealed and recreated to read:
AB566,289,3
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:
AB566,289,44 (a) The name of the corporation.
AB566,289,65 (b) The information that is to be in effect as a result of the filing of the statement
6of change.
AB566,467 7Section 467 . 181.0502 (1m) and (1r) of the statutes are created to read:
AB566,289,108 181.0502 (1m) A statement of change under this section designating a new
9registered agent is an affirmation of fact by the corporation that the agent has
10consented to serve.
AB566,289,12 11(1r) As an alternative to using the procedure in this section, a corporation may
12amend its articles of incorporation.
AB566,468 13Section 468 . 181.0502 (2) of the statutes is repealed.
AB566,469 14Section 469 . 181.0502 (3) (title) of the statutes is repealed.
AB566,470 15Section 470 . 181.0502 (3) of the statutes is renumbered 181.0502 (3) (intro.)
16and amended to read:
AB566,289,2417 181.0502 (3) (intro.) If the name or e-mail address of a registered agent
18changes or if the street address of a registered agent's business office changes, the
19registered agent may change the name or e-mail address of the registered agent or
20street address of the registered office of any corporation for which he, she, or it is the
21registered agent. To make a change under this subsection, the registered agent shall
22notify the corporation in writing of the change and deliver to the department for filing
23a signed statement of change that complies with sub. (2) and recites that the
24corporation has been notified of the change. and states all of the following:
AB566,471 25Section 471 . 181.0502 (3) (a), (b) and (c) of the statutes are created to read:
AB566,290,2
1181.0502 (3) (a) The name of the corporation represented by the registered
2agent.
AB566,290,43 (b) The name, e-mail address, and street address of the agent as currently
4shown in the records of the department for the corporation.
AB566,290,55 (c) Any new name, new e-mail address, or new street address of the agent.
AB566,472 6Section 472 . 181.0502 (5) of the statutes is created to read:
AB566,290,97 181.0502 (5) A registered agent promptly shall furnish notice to the
8represented corporation of the filing by the department of the statement of change
9and the changes made by the statement.
AB566,473 10Section 473. 181.0503 (1) (title) of the statutes is repealed.
AB566,474 11Section 474. 181.0503 (1) (intro.), (a) and (b) of the statutes are amended to
12read:
AB566,290,1513 181.0503 (1) (intro.) The A registered agent of a corporation may resign as
14agent for a corporation
by signing and delivering to the department for filing a
15statement of resignation that includes states all of the following information:
AB566,290,1616 (a) The name of the corporation for which the registered agent is acting.
AB566,290,1717 (b) The name of the registered agent.
AB566,475 18Section 475. 181.0503 (1) (bm) of the statutes is created to read:
AB566,290,2019 181.0503 (1) (bm) That the agent resigns from serving as registered agent for
20the corporation.
AB566,476 21Section 476. 181.0503 (1) (c) of the statutes is amended to read:
AB566,290,2422 181.0503 (1) (c) The street address of the corporation's current registered office
23and its principal office
corporation to which the agent will send the notice required
24by sub. (4)
.
AB566,477 25Section 477. 181.0503 (1) (d) and (e) of the statutes are repealed.
AB566,478
1Section 478. 181.0503 (2) of the statutes is repealed.
AB566,479 2Section 479. 181.0503 (3) (title) of the statutes is repealed.
AB566,480 3Section 480. 181.0503 (3) (intro.) of the statutes is amended to read:
AB566,291,54 181.0503 (3) (intro.) The resignation under sub. (1) is effective and, if
5applicable, the registered office is discontinued on the earlier of the following:
AB566,481 6Section 481. 181.0503 (4), (5) and (6) of the statutes are created to read:
AB566,291,87 181.0503 (4) A registered agent promptly shall furnish to the corporation
8notice in a record of the date on which a statement of resignation was filed.
AB566,291,12 9(5) When a statement of resignation takes effect, the registered agent ceases
10to have responsibility under this chapter for any matter thereafter tendered to it as
11agent for the corporation. The resignation does not affect any contractual rights the
12corporation has against the agent or that the agent has against the corporation.
AB566,291,14 13(6) A registered agent may resign with respect to a corporation whether or not
14the corporation is in good standing.
AB566,482 15Section 482. 181.0504 (title) of the statutes is amended to read:
AB566,291,16 16181.0504 (title) Service on corporation of process, notice, or demand .
AB566,483 17Section 483. 181.0504 (1) (title) of the statutes is repealed.
AB566,484 18Section 484. 181.0504 (1) of the statutes is amended to read:
AB566,291,2419 181.0504 (1) A corporation's registered agent is the corporation's agent for
20service of
corporation may be served with any process, notice, or demand required
21or permitted by law to be served on the corporation by serving its registered agent.
22The department may serve any written notice required or authorized under this
23chapter by e-mailing it to the registered agent's e-mail address on file with the
24department, and such notice shall be effective as provided in s. 181.0105 (4)
.
AB566,485 25Section 485. 181.0504 (2) (title) of the statutes is repealed.
AB566,486
1Section 486. 181.0504 (2) (intro.), (a) and (c) of the statutes are amended to
2read:
AB566,292,83 181.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no
4registered agent, or the its registered agent cannot with reasonable diligence be
5served, the corporation may be served by registered or certified mail, return receipt
6requested, or by similar commercial delivery service, addressed to the corporation at
7its principal office, as shown on the records of the department on the date of sending.
8Service is perfected under this subsection at the earliest of the following:
Loading...
Loading...