AB150-ASA1-AA26,225,1310 180.1422 (1) (intro.) A corporation that is administratively dissolved may
11apply to the secretary of state department for reinstatement within 2 years after the
12later of January 1, 1991, or the effective date of dissolution. The application shall
13include all of the following:
AB150-ASA1-AA26, s. 4611b 14Section 4611b. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,225,1715 180.1422 (2) (a) (intro.) The secretary of state department shall cancel the
16certificate of dissolution and prepare a certificate of reinstatement that complies
17with par. (b) if the secretary of state department determines all of the following:
AB150-ASA1-AA26, s. 4612b 18Section 4612b. 180.1422 (2) (a) 2. of the statutes is amended to read:
AB150-ASA1-AA26,225,2019 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the
20secretary of state department have been paid.
AB150-ASA1-AA26, s. 4613b 21Section 4613b. 180.1422 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,225,2522 180.1422 (2) (b) The certificate of reinstatement shall state the secretary of
23state's
department's determination under par. (a) and the effective date of
24reinstatement. The secretary of state department shall file the original of the
25certificate and return a copy to the corporation or its representative.
AB150-ASA1-AA26, s. 4614b
1Section 4614b. 180.1423 (1) of the statutes is amended to read:
AB150-ASA1-AA26,226,52 180.1423 (1) If the secretary of state department denies a corporation's
3application for reinstatement under s. 180.1422, the secretary of state department
4shall serve the corporation under s. 180.0504 with a written notice that explains each
5reason for denial.
AB150-ASA1-AA26, s. 4615b 6Section 4615b. 180.1423 (2) of the statutes is amended to read:
AB150-ASA1-AA26,226,137 180.1423 (2) The corporation may appeal the denial of reinstatement to the
8circuit court for the county where the corporation's principal office or, if none in this
9state, its registered office is located, within 30 days after service of the notice of denial
10is perfected. The corporation shall appeal by petitioning the court to set aside the
11dissolution and attaching to the petition copies of the secretary of state's
12department's certificate of dissolution, the corporation's application for
13reinstatement and the secretary of state's department's notice of denial.
AB150-ASA1-AA26, s. 4616b 14Section 4616b. 180.1423 (3) of the statutes is amended to read:
AB150-ASA1-AA26,226,1715 180.1423 (3) The court may order the secretary of state department to reinstate
16the dissolved corporation or may take other action that the court considers
17appropriate.
AB150-ASA1-AA26, s. 4617b 18Section 4617b. 180.1433 (1) of the statutes is amended to read:
AB150-ASA1-AA26,226,2319 180.1433 (1) If after a hearing the court determines that one or more grounds
20for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving
21the corporation and specifying the effective date of the dissolution. The clerk of the
22court shall deliver a certified copy of the decree to the secretary of state department
23for filing.
AB150-ASA1-AA26, s. 4618b 24Section 4618b. 180.1501 (1) of the statutes is amended to read:
AB150-ASA1-AA26,227,2
1180.1501 (1) A foreign corporation may not transact business in this state until
2it obtains a certificate of authority from the secretary of state department.
AB150-ASA1-AA26, s. 4619b 3Section 4619b. 180.1502 (5) (b) of the statutes is amended to read:
AB150-ASA1-AA26,227,84 180.1502 (5) (b) The foreign corporation shall pay the amount owed under par.
5(a) to the secretary of state department, and the secretary of state department may
6not issue a certificate of authority to the foreign corporation until the amount owed
7is paid. The attorney general may enforce a foreign corporation's obligation to pay
8to the secretary of state department any amount owed under this subsection.
AB150-ASA1-AA26, s. 4620b 9Section 4620b. 180.1503 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,227,1310 180.1503 (1) (intro.) A foreign corporation may apply for a certificate of
11authority to transact business in this state by delivering an application to the
12secretary of state department for filing. The application shall set forth all of the
13following:
AB150-ASA1-AA26, s. 4621b 14Section 4621b. 180.1503 (1) (j) of the statutes is amended to read:
AB150-ASA1-AA26,228,515 180.1503 (1) (j) The proportion of its capital which is represented in this state
16by its property to be located or to be acquired in this state and by its business to be
17transacted in this state. The proportion of capital employed in this state shall be
18computed by taking the estimate of the gross business of the foreign corporation to
19be transacted in this state in the following year and adding the same to the value of
20its property to be located or to be acquired in the state. The sum so obtained shall
21be the numerator of a fraction of which the denominator shall consist of the estimate
22of its total gross business for said year added to the value of its entire property. The
23fraction so obtained shall represent the proportion of the capital within the state.
24For the purposes of this section, the estimate of the business to be transacted and the
25property to be located or to be acquired in the state shall cover the period when it is

1estimated the foreign corporation will commence business in this state to and
2including December 31 of that year. The secretary of state department may demand,
3as a condition precedent to issuing a certificate of authority, such further information
4and statements as he or she may deem the department considers proper in order to
5determine the accuracy of the application submitted under this section.
AB150-ASA1-AA26, s. 4622b 6Section 4622b. 180.1504 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,228,97 180.1504 (1) (intro.) A foreign corporation authorized to transact business in
8this state shall obtain an amended certificate of authority from the secretary of state
9department if it changes any of the following:
AB150-ASA1-AA26, s. 4623b 10Section 4623b. 180.1506 (1) of the statutes is amended to read:
AB150-ASA1-AA26,228,1611 180.1506 (1) If the corporate name of a foreign corporation is not available
12under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority
13to transact business in this state, may use a fictitious name to transact business in
14this state if it delivers to the secretary of state department for filing a copy of the
15resolution of its board of directors, certified by any of its officers, adopting the
16fictitious name.
AB150-ASA1-AA26, s. 4624b 17Section 4624b. 180.1506 (2) (a) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,228,2018 180.1506 (2) (a) (intro.) Except as authorized by sub. (3) or (4), the corporate
19name, including a fictitious name, of a foreign corporation must be distinguishable
20upon the records of the secretary of state department from all of the following names:
AB150-ASA1-AA26, s. 4625b 21Section 4625b. 180.1506 (3) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,229,222 180.1506 (3) (intro.) A foreign corporation may apply to the secretary of state
23department for authorization to use in this state a name that is not distinguishable
24upon the records of the secretary of state department from one or more of the names

1described in sub. (2). The secretary of state department shall authorize use of the
2name applied for if any of the following occurs:
AB150-ASA1-AA26, s. 4626b 3Section 4626b. 180.1506 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,229,94 180.1506 (3) (a) The other foreign corporation or the domestic corporation,
5limited liability company, nonstock corporation, limited partnership or cooperative
6association consents to the use in writing and submits an undertaking in a form
7satisfactory to the secretary of state department to change its name to a name that
8is distinguishable upon the records of the secretary of state department from the
9name of the applicant.
AB150-ASA1-AA26, s. 4627b 10Section 4627b. 180.1506 (3) (b) of the statutes is amended to read:
AB150-ASA1-AA26,229,1311 180.1506 (3) (b) The applicant delivers to the secretary of state department a
12certified copy of a final judgment of a court of competent jurisdiction establishing the
13applicant's right to use the name applied for in this state.
AB150-ASA1-AA26, s. 4628b 14Section 4628b. 180.1508 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,229,1815 180.1508 (1) (intro.) A foreign corporation authorized to transact business in
16this state may change its registered office or registered agent, or both, by delivering
17to the secretary of state department for filing a statement of change that, except as
18provided in sub. (2), includes all of the following:
AB150-ASA1-AA26, s. 4629b 19Section 4629b. 180.1508 (2) of the statutes is amended to read:
AB150-ASA1-AA26,230,220 180.1508 (2) If a registered agent changes the street address of his or her
21business office, he or she may change the street address of the registered office of any
22foreign corporation for which he or she is the registered agent by notifying the foreign
23corporation in writing of the change and by signing, either manually or in facsimile,
24and delivering to the secretary of state department for filing a statement of change

1that complies with sub. (1) and recites that the foreign corporation has been notified
2of the change.
AB150-ASA1-AA26,230,3 3Section 4630b 180.1509 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,230,64 180.1509 (1) (intro.) The registered agent of a foreign corporation may resign
5by signing and delivering to the secretary of state department for filing a statement
6of resignation that includes all of the following information:
AB150-ASA1-AA26, s. 4631b 7Section 4631b. 180.1509 (2) of the statutes is amended to read:
AB150-ASA1-AA26,230,98 180.1509 (2) After filing the statement, the secretary of state department shall
9mail a copy to the foreign corporation at its principal office.
AB150-ASA1-AA26, s. 4632b 10Section 4632b. 180.1509 (3) (a) of the statutes is amended to read:
AB150-ASA1-AA26,230,1211 180.1509 (3) (a) Sixty days after the secretary of state department receives the
12statement of resignation for filing.
AB150-ASA1-AA26, s. 4633b 13Section 4633b. 180.1510 (4) (a) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,230,1814 180.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub.
15(2) or (3), the foreign corporation may be served by registered or certified mail, return
16receipt requested, addressed to the foreign corporation at its principal office as
17shown on the records of the secretary of state department, except as provided in par.
18(b). Service is perfected under this paragraph at the earliest of the following:".
AB150-ASA1-AA26,230,19 19595. Page 1511, line 8: after that line insert:
AB150-ASA1-AA26,230,21 20" Section 4635b. 180.1510 (4) (b) 1. of the statutes, as affected by 1995
21Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,231,322 180.1510 (4) (b) 1. Except as provided in subd. 2., if the address of the foreign
23corporation's principal office cannot be determined from the records of the secretary
24of state
department, the foreign corporation may be served by publishing a class 3

1notice, under ch. 985, in the community where the foreign corporation's principal
2office or registered office, as most recently designated in the records of the secretary
3of state
department, is located.".
AB150-ASA1-AA26,231,4 4596. Page 1511, line 14: after that line insert:
AB150-ASA1-AA26,231,6 5" Section 4637b. 180.1510 (4) (b) 2. of the statutes, as created by 1995
6Wisconsin Act .... (this act), is amended to read:
AB150-ASA1-AA26,231,117 180.1510 (4) (b) 2. If a process, notice or demand is served by the secretary of
8state
department on a foreign corporation under s. 180.1531 and the address of the
9foreign corporation's principal office cannot be determined from the records of the
10secretary of state department, the foreign corporation may be served by publishing
11a class 2 notice, under ch. 985, in the official state newspaper.
AB150-ASA1-AA26, s. 4638b 12Section 4638b. 180.1520 (1) of the statutes is amended to read:
AB150-ASA1-AA26,231,1513 180.1520 (1) A foreign corporation authorized to transact business in this state
14may not withdraw from this state until it obtains a certificate of withdrawal from the
15secretary of state department.
AB150-ASA1-AA26, s. 4639b 16Section 4639b. 180.1520 (2) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,231,2017 180.1520 (2) (intro.) A foreign corporation authorized to transact business in
18this state may apply for a certificate of withdrawal by delivering an application to
19the secretary of state department for filing. The application shall include all of the
20following:
AB150-ASA1-AA26, s. 4640b 21Section 4640b. 180.1520 (2) (e) of the statutes is amended to read:
AB150-ASA1-AA26,231,2322 180.1520 (2) (e) A commitment to notify the secretary of state department in
23the future of any change in the mailing address of its principal office.
AB150-ASA1-AA26, s. 4641b 24Section 4641b. 180.1530 (1) (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,232,4
1180.1530 (1) (intro.) Except as provided in sub. (1m), the secretary of state
2department may bring a proceeding under s. 180.1531 to revoke the certificate of
3authority of a foreign corporation authorized to transact business in this state if any
4of the following applies:
AB150-ASA1-AA26, s. 4642b 5Section 4642b. 180.1530 (1) (a) of the statutes is amended to read:
AB150-ASA1-AA26,232,76 180.1530 (1) (a) The foreign corporation fails to file its annual report with the
7secretary of state department within 4 months after it is due.
AB150-ASA1-AA26, s. 4643b 8Section 4643b. 180.1530 (1) (b) of the statutes is amended to read:
AB150-ASA1-AA26,232,119 180.1530 (1) (b) The foreign corporation does not pay, within 4 months after
10they are due, any fees or penalties due the secretary of state department under this
11chapter.
AB150-ASA1-AA26, s. 4644b 12Section 4644b. 180.1530 (1) (d) of the statutes is amended to read:
AB150-ASA1-AA26,232,1713 180.1530 (1) (d) The foreign corporation does not inform the secretary of state
14department under s. 180.1508 or 180.1509 that its registered agent or registered
15office has changed, that its registered agent has resigned or that its registered office
16has been discontinued, within 6 months of the change, resignation or
17discontinuance.
AB150-ASA1-AA26, s. 4645b 18Section 4645b. 180.1530 (1) (f) of the statutes is amended to read:
AB150-ASA1-AA26,232,2319 180.1530 (1) (f) The secretary of state department receives a duly
20authenticated certificate from the secretary of state or other official having custody
21of corporate records in the state or country under whose law the foreign corporation
22is incorporated stating that it has been dissolved or disappeared as the result of a
23merger.
AB150-ASA1-AA26, s. 4646n 24Section 4646n. 180.1530 (1m) of the statutes is amended to read:
AB150-ASA1-AA26,233,5
1180.1530 (1m) If the secretary of state department receives a certificate under
2sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted
3by the foreign corporation to terminate its authority to transact business in this
4state, the secretary of state department shall issue a certificate of revocation under
5s. 180.1531 (2) (b).
AB150-ASA1-AA26, s. 4647b 6Section 4647b. 180.1530 (2) of the statutes is amended to read:
AB150-ASA1-AA26,233,107 180.1530 (2) A court may revoke under s. 946.87 the certificate of authority of
8a foreign corporation authorized to transact business in this state. The court shall
9notify the secretary of state department of the action, and the secretary of state
10department shall issue a certificate of revocation under s. 180.1531 (2) (b).
AB150-ASA1-AA26, s. 4648b 11Section 4648b. 180.1531 (1) of the statutes is amended to read:
AB150-ASA1-AA26,233,1512 180.1531 (1) If the secretary of state department determines that one or more
13grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the
14secretary of state department shall serve the foreign corporation under s. 180.1510
15with written notice of his or her the determination.
AB150-ASA1-AA26, s. 4649b 16Section 4649b. 180.1531 (2) (a) of the statutes is amended to read:
AB150-ASA1-AA26,233,2017 180.1531 (2) (a) Within 60 days after service of the notice is perfected under
18s. 180.1510, the foreign corporation shall correct each ground for revocation or
19demonstrate to the reasonable satisfaction of the secretary of state department that
20each ground determined by the secretary of state department does not exist.
AB150-ASA1-AA26, s. 4650b 21Section 4650b. 180.1531 (2) (b) of the statutes is amended to read:
AB150-ASA1-AA26,234,222 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the secretary
23of state
department may revoke the foreign corporation's certificate of authority by
24signing issuing a certificate of revocation that recites each ground for revocation and

1its effective date. The secretary of state department shall file the original of the
2certificate and serve a copy on the foreign corporation under s. 180.1510.
AB150-ASA1-AA26, s. 4651b 3Section 4651b. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:
AB150-ASA1-AA26,234,84 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is
5revoked after December 31, 1991, the secretary of state department shall reinstate
6the certificate of authority if the foreign corporation does all of the following within
7the later of October 4, 1993 or 6 months after the effective date of the certificate of
8revocation:
AB150-ASA1-AA26, s. 4652b 9Section 4652b. 180.1531 (2) (c) 1. b. of the statutes is amended to read:
AB150-ASA1-AA26,234,1110 180.1531 (2) (c) 1. b. Pays any fees or penalties due the secretary of state
11department under s. 180.1502 (5) (a) or $5,000, whichever is less.
AB150-ASA1-AA26, s. 4653b 12Section 4653b. 180.1531 (4) of the statutes is amended to read:
AB150-ASA1-AA26,234,1813 180.1531 (4) If the secretary of state department or a court revokes a foreign
14corporation's certificate of authority, the foreign corporation may be served under s.
15180.1510 (3) and (4) or the foreign corporation's registered agent may be served until
16the registered agent's authority is terminated, in any civil, criminal, administrative
17or investigatory proceeding based on a cause of action which arose while the foreign
18corporation was authorized to transact business in this state.
AB150-ASA1-AA26, s. 4654b 19Section 4654b. 180.1532 (1) of the statutes is amended to read:
AB150-ASA1-AA26,235,220 180.1532 (1) A foreign corporation may appeal the secretary of state's
21department's revocation of its certificate of authority under s. 180.1530 (1) to the
22circuit court for the county where the foreign corporation's principal office or, if none
23in this state, its registered office is located, within 30 days after service of the
24certificate of revocation is perfected under s. 180.1510. The foreign corporation shall
25appeal by petitioning the court to set aside the revocation and attaching to the

1petition copies of its certificate of authority and the secretary of state's department's
2certificate of revocation.
AB150-ASA1-AA26, s. 4655b 3Section 4655b. 180.1532 (2) of the statutes is amended to read:
AB150-ASA1-AA26,235,64 180.1532 (2) The court may order the secretary of state department to reinstate
5the certificate of authority or may take any other action that the court considers
6appropriate.
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