Chapter 181

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.

181.1508(2) (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.

181.1508(3) (3) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

181.1508 History History: 1997 a. 79; 2021 a. 258.

181.1509 181.1509 Resignation of registered agent of foreign corporation.

181.1509(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:

181.1509(1)(a) (a) The name of the foreign corporation.

181.1509(1)(b) (b) The name of the agent.

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

181.1509(1)(c) (c) The address of the foreign corporation to which the agent will send the notice required by sub. (4).

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

181.1509(3)(a) (a) Sixty days after the department receives the statement of resignation for filing.

181.1509(3)(b) (b) The date on which the appointment of a successor registered agent is effective.

181.1509(4) (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.

181.1509(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 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.

181.1509(6) (6) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.

181.1509 History History: 1997 a. 79; 2021 a. 258.

181.1510 181.1510 Service of process, notice, or demand on foreign corporation.

181.1510(1) (1) A foreign 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).

181.1510(2) (2) A foreign corporation authorized to transact business in this state may be served in the manner provided in sub. (4) if the foreign corporation has no registered agent or its registered agent cannot, with reasonable diligence, be served.

181.1510(3) (3) A foreign corporation formerly authorized to transact business in this state may be served in the manner provided in sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign corporation has done any of the following:

181.1510(3)(a) (a) Withdrawn from transacting business in this state under s. 181.1520.

181.1510(3)(b) (b) Had its certificate of authority revoked under s. 181.1531.

181.1510(4) (4) 

181.1510(4)(a) (a) 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:

181.1510(4)(a)1. 1. The date the foreign corporation receives the mail or delivery by commercial delivery service.

181.1510(4)(a)2. 2. The date shown on the return receipt, if signed on behalf of the foreign corporation.

181.1510(4)(a)3. 3. Five days after its deposit in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

181.1510(4)(b) (b) 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.

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

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

181.1510 History History: 1997 a. 79; 2011 a. 234; 2021 a. 258.

181.1520 181.1520 Withdrawal of foreign corporation.

181.1520(1) (1) Certificate required. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department.

181.1520(2) (2) Application for certificate. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following information:

181.1520(2)(a) (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.

181.1520(2)(b) (b) A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.

181.1520(2)(c) (c) A statement whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under s. 181.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising during the time it was authorized to transact business in this state.

181.1520(2)(d) (d) The mailing address of its principal office, if different from that shown on its most recent annual report.

181.1520(2)(e) (e) A commitment to notify the department in the future of any change in the mailing address of its principal office.

181.1520 History History: 1997 a. 79; 2021 a. 258.

181.1530 181.1530 Grounds for revocation.

181.1530(1) (1) Permissive revocation by department. Except as provided in sub. (1m), the department may bring a proceeding under s. 181.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:

181.1530(1)(a) (a) The foreign corporation fails to file its annual report with the department within 4 months after it is due.

181.1530(1)(b) (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.

181.1530(1)(c) (c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.

181.1530(1)(d) (d) The foreign corporation does not inform the department under s. 181.1508 or 181.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

181.1530(1)(e) (e) The foreign corporation obtained its certificate of authority through fraud.

181.1530(1)(f) (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger.

181.1530(1)(g) (g) The foreign corporation violates s. 940.302 (2) or 948.051 (2).

181.1530(1m) (1m) Mandatory revocation by department. If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall issue a certificate of revocation under s. 181.1531 (2) (b).