Chapter 181

181.0403(4)(b) (b) The holder of a registration effective under sub. (2) may thereafter incorporate as a domestic corporation or obtain a certificate of authority under the registered name or consent in writing to use of that name by a domestic corporation thereafter incorporated under this chapter or by a foreign corporation thereafter authorized to transact business in this state. The registration terminates when any of the following occurs:

181.0403(4)(b)1. 1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.

181.0403(4)(b)2. 2. The domestic corporation that has consent to use the registered name is incorporated.

181.0403(4)(b)3. 3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.

181.0403 History History: 1997 a. 79; 2021 a. 258.

subch. V of ch. 181 SUBCHAPTER V

OFFICE AND AGENT

181.0501 181.0501 Registered agent and registered office.

181.0501(1m) (1m) Each corporation shall designate and continuously maintain a registered office and registered agent 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.

181.0501(2m) (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:

181.0501(2m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

181.0501(2m)(b) (b) A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company whose business office is identical with the registered office.

181.0501(2m)(c) (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 and the entity’s business office is identical with the registered office.

181.0501(3m) (3m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

181.0501(4m) (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

181.0501(4m)(a) (a) To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.

181.0501(4m)(b) (b) If the registered agent resigns, to provide the notice required by s. 181.0503 to the corporation at the address most recently supplied to the agent by the corporation.

181.0501(4m)(c) (c) To keep current the information with respect to the agent in the articles of incorporation.

181.0501 History History: 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.

181.0502 181.0502 Change of registered agent or registered office.

181.0502(1) (1) A corporation 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:

181.0502(1)(a) (a) The name of the corporation.

181.0502(1)(b) (b) The information that is to be in effect as a result of the filing of the statement of change.

181.0502(1m) (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.

181.0502(1r) (1r) As an alternative to using the procedure in this section, a corporation may amend its articles of incorporation.

181.0502(3) (3) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation has been notified of the change and states all of the following:

181.0502(3)(a) (a) The name of the corporation represented by the registered agent.

181.0502(3)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

181.0502(3)(c) (c) Any new name, new e-mail address, or new street address of the agent.

181.0502(5) (5) A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.

181.0502 History History: 1997 a. 79; 2005 a. 476; 2021 a. 258.

181.0503 181.0503 Resignation of registered agent.

181.0503(1) (1) A registered agent may resign as agent for a corporation by delivering to the department for filing a statement of resignation that states all of the following:

181.0503(1)(a) (a) The name of the corporation.

181.0503(1)(b) (b) The name of the agent.

181.0503(1)(bm) (bm) That the agent resigns from serving as registered agent for the corporation.

181.0503(1)(c) (c) The address of the corporation to which the agent will send the notice required by sub. (4).

181.0503(3) (3) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

181.0503(3)(a) (a) Sixty days after the department receives the statement of resignation for filing.

181.0503(3)(b) (b) The date on which the appointment of a successor registered agent is effective.

181.0503(4) (4) A registered agent promptly shall furnish to the corporation notice in a record of the date on which a statement of resignation was filed.

181.0503(5) (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 corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

181.0503(6) (6) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

181.0503 History History: 1997 a. 79; 2021 a. 258.

181.0504 181.0504 Service of process, notice, or demand.

181.0504(1) (1) A corporation may be served with any process, notice, or demand required or permitted by law 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).

181.0504(2) (2) Except as provided in sub. (3), if a corporation has no registered agent, or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

181.0504(2)(a) (a) The date the corporation receives the mail or delivery by commercial delivery service.

181.0504(2)(b) (b) The date shown on the return receipt, if signed on behalf of the corporation.

181.0504(2)(c) (c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

181.0504(3) (3) If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. If the address of the corporation’s principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation’s principal office or registered office, as most recently designated in the records of the department, is located.

181.0504(3m) (3m) Service of process, notice, or demand on a registered agent must be in a written record.

181.0504(4) (4) Service of process, notice, or demand may be made by other means under law other than this chapter.

181.0504 History History: 1997 a. 79; 2011 a. 234; 2021 a. 258.

181.0505 181.0505 Change of name or address by registered agent.

181.0505(1) (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation or foreign corporation for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the corporation or foreign corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation or foreign corporation has been notified of the change and states all of the following:

181.0505(1)(a) (a) The name of the corporation or foreign corporation represented by the registered agent.

181.0505(1)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation or foreign corporation.

181.0505(1)(c) (c) Any new name, new e-mail address, or new street address of the agent.

181.0505(2) (2) A registered agent promptly shall furnish notice to the represented corporation or foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

181.0505 History History: 2021 a. 258.

181.0506 181.0506 Delivery of record.

181.0506(1) (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

181.0506(2) (2) Delivery to the department is effective only when a record is received by the department.

181.0506 History History: 2021 a. 258.

181.0507 181.0507 Filing fees; certified copies.

181.0507(1) (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).

181.0507(2) (2) 

181.0507(2)(a) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:

181.0507(2)(a)1. 1. Articles of incorporation, $35.

181.0507(2)(a)2. 2. Application for use of an indistinguishable name, $10.

181.0507(2)(a)3. 3. Application for a reserved name, $10.

181.0507(2)(a)4. 4. Application for renewal of a reserved name, $10.

181.0507(2)(a)5. 5. Notice of transfer of reserved name, $20.

181.0507(2)(a)6. 6. Application for registered name, $50.

181.0507(2)(a)7. 7. Application for renewal of registered name, $50.

181.0507(2)(a)8. 8. Statement of change of registered agent or registered office or registered agent’s name, e-mail address, or street address under s. 181.0502, 181.0505, or 181.1508, $10.

181.0507(2)(a)9. 9. Statement of resignation of registered agent, $10.

181.0507(2)(a)10. 10. Amendment or restatement of articles of incorporation, $40.

181.0507(2)(a)11. 11. Articles of merger, interest exchange, conversion, or domestication, $150.

181.0507(2)(a)12. 12. Articles of dissolution, $20.

181.0507(2)(a)13. 13. Application for certificate of authority, $100.

181.0507(2)(a)14. 14. Application for amended certificate of authority, $40.

181.0507(2)(a)15. 15. Application for certificate of withdrawal of foreign corporation, $40.

181.0507(2)(a)16. 16. Statement of correction, $40.

181.0507(2)(a)17. 17. Annual report of a domestic corporation, $25.

181.0507(2)(a)18. 18. Annual report of a foreign corporation, $65.

181.0507(2)(b) (b) In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or certificate of registration under s. 181.0213.

181.0507(2)(c) (c) The department may, by rule, specify a larger fee for filing records in paper format.