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, except as provided in
sub. (2), includes all of the following:
180.1508(1)(a)
(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
180.1508(1)(b)
(b) The street address of its registered office, as changed.
180.1508(1)(f)
(f) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
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 signing, either manually or in facsimile, and delivering to the department for filing a statement of change that complies with
sub. (1) and recites that the foreign corporation has been notified of the change.
180.1509
180.1509
Resignation of registered agent of foreign corporation. 180.1509(1)(1) The registered agent of a foreign corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:
180.1509(1)(a)
(a) The name of the foreign corporation for which the registered agent is acting.
180.1509(1)(c)
(c) The street address of the foreign corporation's current registered office and its principal office.
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 History
History: 1989 a. 303;
1995 a. 27.
180.1510
180.1510
Service on foreign corporation. 180.1510(1)
(1) Except as provided in
subs. (2) and
(3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation.
180.1510(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.
180.1510(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:
180.1510(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, addressed to the foreign corporation at its principal office as shown on the records of the department, except as provided in
par. (b). Service is perfected under this paragraph at the earliest of the following:
180.1510(4)(a)1.
1. The date on which the foreign corporation receives the mail.
180.1510(4)(a)2.
2. The date shown on the return receipt, if signed on behalf of the foreign corporation.
180.1510(4)(a)3.
3. Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
180.1510(4)(b)1.1. Except as provided in
subd. 2., 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.
180.1510(4)(b)2.
2. If a process, notice or demand is served by the department on a foreign corporation under
s. 180.1531 and 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 2 notice, under
ch. 985, in the official state newspaper.
180.1510(5)
(5) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.
180.1510 History
History: 1989 a. 303;
1995 a. 27.
180.1520
180.1520
Withdrawal of foreign corporation. 180.1520(1)
(1) 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.
180.1520(2)
(2) 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:
180.1520(2)(a)
(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
180.1520(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.
180.1520(2)(c)
(c) A statement that it revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under
s. 180.1510 (3) and
(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.
180.1520(2)(d)
(d) The mailing address of its principal office, if different from that shown on its most recent annual report.
180.1520(2)(e)
(e) A commitment to notify the department in the future of any change in the mailing address of its principal office.
180.1520(2)(f)
(f) The highest proportion of its capital which is or was represented in this state by its property located and business transacted in this state at any time since its last fee payment on its capital representation. The proportion of capital employed in this state shall be computed as provided under
s. 180.1622 (1) (i) except that reference shall be to the current year rather than the preceding one.
180.1520 History
History: 1989 a. 303;
1995 a. 27.
180.1530
180.1530
Grounds for revocation. 180.1530(1)
(1) Except as provided in
sub. (1m), the department may bring a proceeding under
s. 180.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:
180.1530(1)(a)
(a) The foreign corporation fails to file its annual report with the department within 4 months after it is due.
180.1530(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.
180.1530(1)(c)
(c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.
180.1530(1)(d)
(d) The foreign corporation does not inform the department under
s. 180.1508 or
180.1509 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.
180.1530(1)(e)
(e) The foreign corporation obtained its certificate of authority through fraud.
180.1530(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 disappeared as the result of a merger.
180.1530(1m)
(1m) 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 revoke the foreign corporation's certificate of authority under
s. 180.1531 (2) (b).
180.1530(2)
(2) A court may revoke under
s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign corporation's certificate of authority under
s. 180.1531 (2) (b).
180.1531
180.1531
Procedure for and effect of revocation. 180.1531(1)
(1) If the department determines that one or more grounds exist under
s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under
s. 180.0141 notice of the determination. Notwithstanding
s. 180.0141 (2) (b),
(3), and
(4), the notice shall be in writing and addressed to the registered office of the foreign corporation.
180.1531(2)(a)(a) Within 60 days after the notice takes effect under
s. 180.0141 (5) (a), the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.
180.1531(2)(b)
(b) If the foreign corporation fails to satisfy
par. (a), the department may revoke the foreign corporation's certificate of authority by entering a notation in the department's records to reflect each ground for revocation and the effective date of the revocation. The department shall give the foreign corporation under
s. 180.0141 notice of each ground for revocation and the effective date of the revocation. Notwithstanding
s. 180.0141 (2) (b),
(3), and
(4), the notice shall be in writing and addressed to the registered office of the foreign corporation.
180.1531(2)(c)1.1. If a foreign corporation's certificate of authority is revoked after December 31, 1991, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:
180.1531(2)(c)2.
2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.
180.1531(2m)(a)(a) If a notice under
sub. (1) or
(2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under
s. 180.0141. Notwithstanding
s. 180.0141 (2) (b),
(3), and
(4) and except as provided under
par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the foreign corporation.
180.1531(2m)(b)
(b) If the notice under
par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under
ch. 985 in the official state newspaper.
180.1531(3)
(3) The authority of a foreign corporation to transact business in this state, other than as provided in
s. 180.1501 (2), ends on the date shown on the certificate revoking its certificate of authority.
180.1531(4)
(4) If the department or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under
s. 180.1510 (3) and
(4) or the foreign corporation's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.
180.1531(5)
(5) Revocation of a foreign corporation's certificate of authority does not terminate the authority of its registered agent.
180.1532
180.1532
Appeal from revocation. 180.1532(1)
(1) A foreign corporation may appeal the department's revocation of its certificate of authority under
s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under
s. 180.0141 (5) (a). The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's notice of revocation.
180.1532(2)
(2) The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.
180.1532(3)
(3) The court's final decision may be appealed as in other civil proceedings.
180.1532 History
History: 1989 a. 303;
1995 a. 27;
2001 a. 44.
RECORDS AND REPORTS
180.1601(1)(1) A corporation shall keep as permanent records any of the following that has been prepared:
180.1601(1)(a)
(a) Minutes of meetings of its shareholders and board of directors.
180.1601(1)(b)
(b) Records of actions taken by the shareholders or board of directors without a meeting.
180.1601(1)(c)
(c) Records of actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation.
180.1601(2)
(2) A corporation shall maintain appropriate accounting records.
180.1601(3)
(3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder.
180.1601(4)
(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
