Chapter 181

subch. XV of ch. 181 SUBCHAPTER XV

FOREIGN CORPORATIONS

181.1501 181.1501 Authority to transact business required.

181.1501(1) (1) In general. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.

181.1501(2) (2) Permitted activities. The following activities, among others, do not constitute transacting business in this state within the meaning of this subchapter:

181.1501(2)(a) (a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.

181.1501(2)(b) (b) Holding meetings of the board or members or carrying on other activities concerning internal corporate affairs.

181.1501(2)(c) (c) Maintaining bank accounts.

181.1501(2)(d) (d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s memberships or maintaining trustees or depositaries with respect to those memberships.

181.1501(2)(e) (e) Selling through independent contractors.

181.1501(2)(f) (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

181.1501(2)(g) (g) Creating or acquiring indebtedness, mortgages and security interests in property.

181.1501(2)(h) (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

181.1501(2)(i) (i) Owning, without more, property.

181.1501(2)(j) (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

181.1501(2)(k) (k) Transacting business in interstate commerce.

181.1501 History History: 1997 a. 79.

181.1502 181.1502 Consequences of transacting business without authority.

181.1502(1) (1) Court proceedings barred. A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 181.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

181.1502(2) (2) Successors to foreign corporations. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

181.1502(3) (3) Stay of proceedings. A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

181.1502(4) (4) Penalties.

181.1502(4)(a) (a) Beginning on February 1, 2000, a foreign corporation that transacts business in this state without a certificate of authority is liable to the state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to the sum of all of the following:

181.1502(4)(a)1. 1. All fees that would have been imposed under this chapter upon the foreign corporation had it applied for and received a certificate of authority when it began transacting business in this state.

181.1502(4)(a)2. 2. A fee of $50 for each year or portion of a year during which it transacted business without a certificate of authority or $500, whichever is less.

181.1502(4)(b) (b) The foreign corporation shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of authority to the foreign corporation until the amount owed under par. (a) is paid. The attorney general may enforce a foreign corporation’s obligation to pay the department any amount owed under par. (a).

181.1502(5) (5) Validity of corporate actions. Notwithstanding subs. (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.

181.1502 History History: 1997 a. 79.

181.1503 181.1503 Application for certificate of authority.

181.1503(1) (1) Filing requirements. 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 be made on a form prescribed by the department and shall include all of the following information:

181.1503(1)(a) (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a fictitious name that satisfies s. 181.1506.

181.1503(1)(b) (b) The name of the state or country under whose law it is incorporated.

181.1503(1)(c) (c) Its date of incorporation and period of duration.

181.1503(1)(d) (d) The street address of its principal office.

181.1503(1)(e) (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.

181.1503(1)(f) (f) The name and usual business or home address of each of its current directors and principal officers.

181.1503(1)(g) (g) Whether the foreign corporation has members.

181.1503(1)(h) (h) A statement that the corporation is organized without capital stock.

181.1503(2) (2) Authentication. The foreign corporation shall deliver with the completed application a certificate of status or a document of similar import 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.

181.1503 History History: 1997 a. 79; 2021 a. 258.

181.1504 181.1504 Amended certificate of authority.

181.1504(1) (1) When required. 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:

181.1504(1)(a) (a) Its corporate name or the fictitious name under which it has been issued a certificate of authority.

181.1504(1)(b) (b) Its date of incorporation or the period of its duration.

181.1504(1)(c) (c) The state or country of its incorporation.

181.1504(2) (2) Filing and authentication requirements. The requirements of s. 181.1503 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.

181.1504 History History: 1997 a. 79; 2001 a. 44.

181.1505 181.1505 Effect of certificate of authority.

181.1505(1) (1) Transaction of business. 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 as provided in this chapter.

181.1505(2) (2) Rights and privileges. A foreign corporation with a valid certificate of authority has the same rights and enjoys the same 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.

181.1505(3) (3) Internal affairs. 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.

181.1505 History History: 1997 a. 79.

181.1506 181.1506 Corporate name of foreign corporation.

181.1506(1) (1) Fictitious name. 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.

181.1506(2) (2) Distinguishability generally required.

181.1506(2)(a) (a) Except as authorized under subs. (3) and (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:

181.1506(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.

181.1506(2)(a)2. 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

181.1506(2)(a)3. 3. 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.

181.1506(2)(a)4. 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3), respectively.

181.1506(2)(a)5. 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

181.1506(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect or that has filed with the department a foreign registration statement.

181.1506(2)(b) (b) The corporate name of a 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. 181.0401 (1) (a) 1. or of the words “limited partnership”, “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words.

181.1506(3) (3) Application to use nondistinguishable name. 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 under sub. (2). The department shall authorize use of the name applied for if any of the following conditions exists:

181.1506(3)(a) (a) The other foreign corporation or the domestic corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, 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.

181.1506(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.

181.1506(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.

181.1506(4) (4) Corporate reorganizations. 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 entity is organized under or authorized to transact business in this state and the foreign corporation has done any of the following:

181.1506(4)(a) (a) Merged with the other entity.

181.1506(4)(b) (b) Been formed by reorganization of the other entity.

181.1506(4)(c) (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic or foreign corporation or stock corporation.

181.1506(5) (5) Failure to comply. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of sub. (2), it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of sub. (2) and obtains an amended certificate of authority under s. 181.1504.

181.1506 History History: 1997 a. 79; 2005 a. 441; 2021 a. 258.

181.1507 181.1507 Registered office and registered agent.

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

181.1507(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:

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

181.1507(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.

181.1507(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.

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

181.1507(4m) (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

181.1507(4m)(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.

181.1507(4m)(b) (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.

181.1507(4m)(c) (c) To keep current the information with respect to the agent in the foreign corporation’s certificate of authority.

181.1507 History History: 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.

181.1508 181.1508 Change of registered agent or registered office of foreign corporation.

181.1508(1) (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:

181.1508(1)(a) (a) The name of the foreign corporation.

181.1508(1)(b) (b) The information that is to be in effect as a result of the filing of the statement of change.