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180.0401
(3) (a) The other corporation or the foreign corporation, limited
22liability company,
nonprofit or nonstock corporation, limited partnership, limited
23liability partnership,
foreign limited partnership, general cooperative association, or
24unincorporated limited cooperative association consents to the use in writing and
25submits an undertaking in a form satisfactory to the department to change its name
1to a name that is distinguishable upon the records of the department from the name
2of the applicant
, or to cancel the registration or reservation.
SB810,198
3Section
198. 180.0401 (3m) of the statutes is created to read:
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180.0401
(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.
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13Section
199. 180.0401 (4) (intro.), (a) and (b) of the statutes are amended to
14read:
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180.0401
(4) (intro.) A corporation may use
in this state the name, including
16the fictitious name, that is used in this state by another domestic corporation or a
17foreign corporation authorized to transact business in this state
, or by a limited
18liability company, nonprofit or nonstock corporation, limited partnership, limited
19liability partnership, foreign limited liability partnership, general cooperative
20association, or limited cooperative association, if the corporation proposing to use the
21name has done any of the following:
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(a) Merged with the other
domestic corporation or foreign corporation entity.
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(b) Been formed by reorganization of the other
domestic corporation or foreign
24corporation entity.
SB810,200
25Section
200. 180.0402 of the statutes is amended to read:
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1180.0402 Reserved Reservation of name. (1) A person may reserve the
2exclusive use of a corporate name, including a fictitious name for a foreign
3corporation whose corporate name is not available, by delivering an application to
4the department for filing
or by making a telephone application. The application shall
5include the name and address of the applicant and the name proposed to be reserved.
6If the department finds that the corporate name applied for under this subsection is
7available, the department shall reserve the name for the applicant's exclusive use for
8a 120-day period, which may be renewed by the applicant or a transferee under sub.
9(2) from time to time.
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10(2) A person who has the right to exclusive use of a reserved corporate name
11under sub. (1) may transfer the reservation to another person by delivering to the
12department a
written and signed notice
in a record of the transfer that states the
13name and address of the
transferee person to which the reservation is being
14transferred.
SB810,201
15Section
201. 180.0403 (title) of the statutes is amended to read:
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16180.0403 (title)
Registered Registration of name.
SB810,202
17Section
202. 180.0403 (1) (a) of the statutes is amended to read:
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180.0403
(1) (a) A foreign corporation
that has not obtained a certificate of
19authority to transact business in this state under subch. XV may register its
20corporate name
, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name
21is distinguishable
upon on the records of the department from the names
described
22in that are not available under s. 180.1506 (2) (a) 1. to
7. and if the foreign corporation
23delivers to the department for filing an application complying with par. (b) 4.
SB810,203
24Section
203. 180.0403 (1) (b) of the statutes is repealed and recreated to read:
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1180.0403
(1) (b) To register its name or a fictitious name adopted pursuant to
2s. 180.1506 (1), a foreign corporation must deliver to the department for filing an
3application stating the foreign corporation's name, the jurisdiction and the date of
4its formation, and any fictitious name adopted pursuant to s. 180.1506 (1). If the
5department finds that the name applied for is available, the department shall
6register the name for the applicant's exclusive use.
SB810,204
7Section
204. 180.0403 (1) (c) of the statutes is amended to read:
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180.0403
(1) (c) The registration
of a name under this section expires
annually
9on December 31.
The
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10(d) A foreign corporation
whose name registration is effective may renew
its
the
11registration by delivering to the department for filing
a renewal application, which
12complies with par. (b), between October 1 and December 31 of each year that the
13registration is in effect
. The, a renewal application that complies with this section.
14When filed, the renewal application
when filed renews the registration for the next
15year.
SB810,205
16Section
205. 180.0501 of the statutes is renumbered 180.0501 (1m), and
17180.0501 (1m) (intro.), (b) and (c), as renumbered, are amended to read:
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180.0501
(1m) (intro.) Each corporation shall
continuously designate and 19maintain
in this state a registered office and registered agent
in this state. The
20designation of a registered agent is an affirmation of the fact by the corporation that
21the agent has consented to serve. The registered office may, but need not, be the same
22as any of
its the corporation's places of business.
The registered office must be an
23actual physical location with a street address and not solely a post office box, mailbox
24service, or telephone answering service. The registered agent shall be any of the
25following:
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1(b) A domestic corporation,
a nonprofit or nonstock corporation,
a limited
2liability company, limited partnership,
a
or limited liability partnership
, or a limited
3liability company, incorporated or organized in this state or that has in effect a
4statement of qualification under s. 178.0901, whose business office is identical with
5the registered office.
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(c) A foreign corporation,
nonprofit or nonstock corporation, limited
7partnership, registered limited liability partnership, or limited liability company
if
8that entity is authorized to transact business in this state
whose and the entity's 9business office is identical with the registered office.
SB810,206
10Section
206. 180.0501 (2m) and (3m) of the statutes are created to read:
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180.0501
(2m) A registered agent for a corporation must have an e-mail
12address and a place of business or activity in this state.
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13(3m) The only duties under this chapter of a registered agent that has complied
14with this chapter are the following:
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(a) To forward to the corporation at the address most recently supplied to the
16agent by the corporation any process, notice, or demand pertaining to the corporation
17which is served on or received by the agent.
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(b) If the registered agent resigns, to provide the notice required by s. 180.0503
19to the corporation at the address most recently supplied to the agent by the
20corporation.
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(c) To keep current the information with respect to the agent in the articles of
22incorporation.