Chapter 180

180.1502(5)(b) (b) The foreign corporation shall pay the amount owed under par. (a) to the department, and the department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation’s obligation to pay to the department any amount owed under this subsection.

180.1502 History History: 1989 a. 303; 1995 a. 27.

180.1503 180.1503 Application for certificate of authority.

180.1503(1) (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall set forth all of the following:

180.1503(1)(a) (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies s. 180.1506.

180.1503(1)(b) (b) The name of the state or country under whose law it is incorporated.

180.1503(1)(c) (c) Its date of incorporation and period of duration.

180.1503(1)(d) (d) The street address of its principal office.

180.1503(1)(e) (e) The address of its registered office in this state and the name and e-mail address of its registered agent at that office.

180.1503(1)(f) (f) The name and usual business address of each of its current directors and officers.

180.1503(1)(g) (g) A statement of the aggregate number of shares which it has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.

180.1503(1)(h) (h) A statement of the aggregate number of its issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class.

180.1503(1)(i) (i) The amount of paid-in capital and the number and value of shares of capital stock issued without par value. The value of capital stock without par value, for the purpose of such statement and for the purpose of computing filing fees if the foreign corporation is not a qualified new business venture, shall be taken as the amount by which the entire property of the foreign corporation exceeds its liabilities other than such capital stock without par value, but each share of the capital stock without par value shall be deemed to be of the value of not less than $10.

180.1503(1)(j) (j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The department may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as the department considers proper in order to determine the accuracy of the application submitted under this section.

180.1503(2) (2) The foreign corporation shall deliver with the completed application a certificate of status, or similar document, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.

180.1503 History History: 1989 a. 303; 1993 a. 214; 1995 a. 27; 2017 a. 156; 2021 a. 258.

180.1504 180.1504 Amended certificate of authority.

180.1504(1) (1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if the foreign corporation changes any of the following:

180.1504(1)(a) (a) Its corporate name or the fictitious name under which it has been issued a certificate of authority.

180.1504(1)(b) (b) Its date of incorporation or the period of its duration.

180.1504(1)(c) (c) The state or country of its incorporation.

180.1504(2) (2) The requirements of s. 180.1503 (1) (a) to (h) and (2) for obtaining an original certificate of authority apply to obtaining an amended certificate under this section except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name.

180.1504 History History: 1989 a. 303; 1991 a. 16; 1993 a. 214; 1995 a. 27; 2001 a. 44.

180.1505 180.1505 Effect of certificate of authority.

180.1505(1) (1) A certificate of authority issued to a foreign corporation authorizes the foreign corporation to transact business in this state, subject to the right of the state to revoke the certificate under ss. 180.1530 to 180.1532.

180.1505(2) (2) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.

180.1505(3) (3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.

180.1505 History History: 1989 a. 303.

180.1506 180.1506 Corporate name of foreign corporation.

180.1506(1) (1) If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.

180.1506(2) (2) 

180.1506(2)(a) (a) Except as authorized by sub. (3) or (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department from all of the following names:

180.1506(2)(a)1. 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.

180.1506(2)(a)2. 2. Any name reserved or registered under s. 178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402, 181.0403, 183.0113, or 183.0114 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

180.1506(2)(a)3. 3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.

180.1506(2)(a)4. 4. The fictitious name of another foreign corporation or nonstock corporation authorized to transact business in this state.

180.1506(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect.

180.1506(2)(b) (b) The corporate name of a foreign corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 180.0401 (1) (a) 1. or of the words “limited partnership”, “registered limited liability partnership,” “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words.

180.1506(3) (3) A foreign corporation may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:

180.1506(3)(a) (a) The other foreign corporation or the domestic corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, registered foreign limited liability partnership, general cooperative association, or 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.

180.1506(3)(b) (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

180.1506(3m) (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.

180.1506(4) (4) A foreign corporation may use in this state the name, including the fictitious name, that is used in this state by a domestic corporation or another foreign corporation authorized to transact business in this state, or by a limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the foreign corporation proposing to use the name has done any of the following:

180.1506(4)(a) (a) Merged with the other entity.

180.1506(4)(b) (b) Been formed by reorganization of the other entity.

180.1506(4)(c) (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.

180.1506(5) (5) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy sub. (2), it may not transact business in this state under the changed name until it adopts a name satisfying sub. (2) and obtains an amended certificate of authority under s. 180.1504.

180.1506 History History: 1989 a. 303; 1993 a. 112; 1995 a. 27, 97; 1997 a. 79; 2005 a. 441; 2021 a. 258.

180.1507 180.1507 Registered office and registered agent of foreign corporation.

180.1507(1m) (1m) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of the corporation’s places of business. 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 service. The registered agent shall be any of the following:

180.1507(1m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

180.1507(1m)(b) (b) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a 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.

180.1507(1m)(c) (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state, and the entity’s business office is identical with the registered office.

180.1507(2m) (2m) A registered agent for a foreign corporation must have an e-mail address and a place of business in this state.

180.1507(3m) (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

180.1507(3m)(a) (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.

180.1507(3m)(b) (b) If the registered agent resigns, to provide the notice required by s. 180.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.

180.1507(3m)(c) (c) To keep current the information with respect to the agent in the foreign corporation’s certificate of authority.

180.1507 History History: 1989 a. 303; 1993 a. 112; 2001 a. 44; 2015 a. 295; 2021 a. 258.

180.1507 Annotation Appointing a registered agent does not signify consent to general personal jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.

180.1508 180.1508 Change of registered office or registered agent of foreign corporation.

180.1508(1) (1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that states all of the following:

180.1508(1)(d) (d) The name of its registered agent, the e-mail address, and the street address of its registered office, as changed.

180.1508(1)(e) (e) The information that is to be in effect as a result of the filing of the statement of change.

180.1508(1g) (1g) A foreign corporation authorized to transact business in this state may also change its registered office or registered agent, or both, by doing any of the following:

180.1508(1g)(a) (a) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in an amended certificate of authority.

180.1508(1g)(b) (b) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.

180.1508(1m) (1m) 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.

180.1508(1r) (1r) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

180.1508(2) (2) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation in writing of the change and by delivering to the department for filing a statement of change that recites that the foreign corporation has been notified of the change and states all of the following:

180.1508(2)(a) (a) The name of the foreign corporation represented by the registered agent.

180.1508(2)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the foreign corporation.

180.1508(2)(c) (c) The new name, new e-mail address, or new street address of the agent.

180.1508(4) (4) A registered agent promptly shall furnish notice to the represented foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

180.1508 History History: 1989 a. 303; 1991 a. 269; 1995 a. 27; 2021 a. 258.

180.1509 180.1509 Resignation of registered agent of foreign corporation.

180.1509(1) (1) A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a statement of resignation that states all of the following:

180.1509(1)(a) (a) The name of the foreign corporation.

180.1509(1)(b) (b) The name of the agent.

180.1509(1)(c) (c) The address of the foreign corporation’s current registered office and its principal office to which the department will send the notice required by sub. (2).

180.1509(1)(d) (d) That the registered agent resigns from serving as registered agent for the foreign corporation.

180.1509(1)(e) (e) If applicable, a statement that the registered office is also discontinued.

180.1509(2) (2) After filing the statement, the department shall mail a copy to the foreign corporation at its principal office.

180.1509(3) (3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

180.1509(3)(a) (a) Sixty days after the department receives the statement of resignation for filing.

180.1509(3)(b) (b) The date on which the appointment of a successor registered agent is effective.

180.1509(4) (4) 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.

180.1509(5) (5) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.

180.1509 History History: 1989 a. 303; 1995 a. 27; 2021 a. 258.