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11(19) Other. Do all things necessary or convenient, not inconsistent with law,
12to further the activities and affairs of the corporation.
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13181.0303 Emergency powers. (1) Definition. In this section, "emergency"
14has the meaning given in s. 181.0207 (1).
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15(2) Powers. In anticipation of or during an emergency, the board or members
16of a corporation may do all of the following:
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(a) Modify lines of succession to accommodate the incapacity of a director,
18officer, employe or agent.
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(b) Relocate the principal office, designate alternative principal offices or
20regional offices, or authorize the officers to do so.
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21(3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide
22otherwise, all of the following apply to a meeting of the board during an emergency:
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(a) The corporation need give notice of a meeting of the board only to those
24directors whom it is practicable to reach and the corporation may give notice in any
25practicable manner, including by publication and radio.
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1(b) One or more officers of the corporation present at a meeting of the board may
2be considered to be a director for the meeting, in order of rank and within the same
3rank in order of seniority, as necessary to achieve a quorum.
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4(4) Action taken during emergency. Corporate action taken in good faith
5during an emergency under this section to further the ordinary affairs of the
6corporation binds the corporation and may not be used to impose liability on a
7corporate director, officer, member, employe or agent.
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8181.0304 Effect of unauthorized corporate acts. No act of a corporation
9and no conveyance or transfer of real or personal property to or by a corporation shall
10be invalid by reason of the fact that the corporation was without capacity or power
11to do such act or to make or receive such conveyance or transfer, except that lack of
12capacity or power may be asserted in all of the following cases:
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13(1) Proceedings by members or directors. A proceeding by a member or
14director against the corporation to enjoin the doing of any act or the transfer of real
15or personal property by or to the corporation. If the unauthorized acts or transfer
16sought to be enjoined is being, or is to be, performed or made pursuant to any contract
17to which the corporation is a party, the court may, if all of the parties to the contract
18are parties to the proceeding, and if the court considers the same to be equitable, set
19aside and enjoin the performance of the contract. The court may allow to the
20corporation or to the other parties to the contract, as the case may be, compensation
21for the loss or damage sustained by either of them as a result of the action of the court
22in setting aside and enjoining the performance of the contract. Anticipated profits
23to be derived from the performance of the contract may not be awarded by the court
24as a loss or damage sustained.
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1(2) Proceedings by the corporation. A proceeding by the corporation, whether
2acting directly or through a receiver, trustee or other legal representative, or through
3members in a representative suit, against the incumbent or former officers or
4directors of the corporation.
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5(3) Proceedings by the attorney general. A proceeding by the attorney
6general, as provided in this chapter, to dissolve the corporation, or a proceeding by
7the attorney general to enjoin the corporation from performing unauthorized acts.
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8181.0320 Private foundations. (1)
Prohibited acts. A private foundation,
9as defined in section
509 (a) of the Internal Revenue Code, may not do any of the
10following:
AB765,52,1311(a) Engage in any act of self-dealing, as defined in section
4941 (d) of the
12Internal Revenue Code, which would give rise to any liability for the tax imposed by
13section
4941 (a) of the Internal Revenue Code.
AB765,52,1614(b) Retain any excess business holdings, as defined in section
4943 (c) of the
15Internal Revenue Code, which would give rise to any liability for the tax imposed by
16section
4943 (a) of the Internal Revenue Code.
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(c) Make any investment which would jeopardize the carrying out of any of its
18exempt purposes, within the meaning of section
4944 of the Internal Revenue Code,
19so as to give rise to any liability for the tax imposed by section
4944 (a) of the Internal
20Revenue Code.
AB765,52,2321(d) Make any taxable expenditures, as defined in section
4945 (d) of the
22Internal Revenue Code, which would give rise to any liability for the tax imposed by
23section
4945 (a) of the Internal Revenue Code.
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24(2) Required distributions. Each corporation that is a private foundation, as
25defined in section
509 of the Internal Revenue Code, shall distribute, for the purposes
1specified in its articles of organization, for each taxable year, amounts at least
2sufficient to avoid liability for the tax imposed by section
4942 (a) of the Internal
3Revenue Code.
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4(3) Exceptions. Subsections (1) and (2) do not apply to any corporation to the
5extent that a court of competent jurisdiction shall determine that such application
6would be contrary to the terms of the articles of organization or other instrument
7governing such corporation or governing the administration of charitable funds held
8by it and that the same may not properly be changed to conform to such subsections.
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9(4) Powers of courts and attorney general. This section does not impair the
10rights and powers of the courts or the attorney general of this state with respect to
11any corporation.
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12181.0330 Offer and sale of securities. A corporation or a foreign corporation
13may not offer or sell any of its securities in this state, unless the securities are
14registered under ch. 551 or unless the securities or the offer or sale of the securities
15is exempt from registration under ch. 551.
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Subchapter IV
17
Name
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18181.0401 Corporate name. (1) General requirements. (a) The corporate
19name of a corporation:
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1. Shall contain the word "corporation", "incorporated", "company" or "limited"
21or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like
22import in another language, except as provided in par. (b).
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2. May not contain language stating or implying that the corporation is
24organized for a purpose other than that permitted by s. 181.0301 and its articles of
25incorporation.
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1(b) A corporation in existence on the effective date of this paragraph .... [revisor
2inserts date], need not change its name to comply with par. (a) 1.
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3(2) Distinguishability. (a) Except as provided in subs. (3) and (4), the corporate
4name of a domestic corporation must be distinguishable upon the records of the
5department from all of the following names:
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1. The corporate name of a domestic corporation or a foreign corporation
7authorized to transact business in this state.
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2. The corporate name of a stock corporation or a foreign stock corporation
9authorized to transact business in this state.
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3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183
11or 185.
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4. The corporate name of a dissolved corporation or stock corporation that has
13retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3),
14respectively.
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5. The fictitious name adopted by a foreign corporation or a foreign stock
16corporation authorized to transact business in this state.
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6. The name of a limited partnership formed under the laws of, or registered
18in, this state.
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7. The name of a cooperative association incorporated or authorized to transact
20business in this state.
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8. The name of a limited liability company organized under the laws of, or
22registered in, this state.
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9. The name of a limited liability partnership formed under the laws of, or
24registered in, this state.
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1(b) The corporate name of a corporation is not distinguishable from a name
2referred to in par. (a) 1. to 9. if the only difference between it and the other name is
3the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words
4"limited partnership", "limited liability partnership", "cooperative" or "limited
5liability company" or an abbreviation of these words.
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6(3) Application to use nondistinguishable name. A corporation may apply to
7the department for authorization to use a name that is not distinguishable upon the
8records of the department from one or more of the names described in sub. (2). The
9department shall authorize use of the name applied for if any of the following occurs:
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(a) The other corporation or the foreign corporation, limited liability company,
11stock corporation, limited partnership, limited liability partnership or cooperative
12association consents to the use in writing and submits an undertaking in a form
13satisfactory to the department to change its name to a name that is distinguishable
14upon the records of the department from the name of the applicant.
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(b) The applicant delivers to the department a certified copy of a final judgment
16of a court of competent jurisdiction establishing the applicant's right to use the name
17applied for in this state.
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18(4) Corporate reorganizations. A corporation may use the name, including
19the fictitious name, that is used in this state by another domestic or foreign
20corporation or stock corporation authorized to transact business in this state if the
21corporation proposing to use the name has done any of the following:
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(a) Merged with the other domestic or foreign corporation or stock corporation.
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(b) Been formed by reorganization of the other domestic or foreign corporation
24or stock corporation.
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1(c) Acquired all or substantially all of the assets, including the corporate name,
2of the other domestic or foreign corporation or stock corporation.
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3181.0402 Reserved name. (1) Reservation of names. A person may reserve
4the exclusive use of a corporate name, including a fictitious name for a foreign
5corporation whose corporate name is not available, by delivering an application to
6the department for filing or by making a telephone application. The application shall
7include the name and address of the applicant and the name proposed to be reserved.
8If the department finds that the corporate name applied for under this subsection is
9available, the department shall reserve the name for the applicant's exclusive use for
10a 120-day period, which may be renewed by the applicant or a transferee under sub.
11(2) from time to time. If an application to reserve a name or to renew a reserved name
12is made by telephone, the department shall cancel the reservation or renewal if the
13department does not receive the fee required under s. 181.0122 (1) (e) or (f) within
1415 business days after the application is made.
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15(2) Transfer of reserved name. A person who has the right to exclusive use
16of a reserved corporate name under sub. (1) may transfer the reservation to another
17person by delivering to the department a written and signed notice of the transfer
18that states the name and address of the transferee.
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19181.0403 Registered name. (1) By foreign corporation. (a) A foreign
20corporation may register its corporate name if the name is distinguishable upon the
21records of the department from the names described in s. 181.1506 (2) and if the
22foreign corporation delivers to the department for filing an application complying
23with par. (b).
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1(b) A foreign corporation's application to register a corporate name shall be
2accompanied by a certificate of status or similar document from the state or country
3of incorporation and shall include all of the following information:
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1. The foreign corporation's corporate name.
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2. The state or country and the date of its incorporation.
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3. The street address of its principal office.
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(c) The registration expires December 31. The foreign corporation may renew
8its registration by delivering to the department for filing a renewal application,
9which complies with par. (b), between October 1 and December 31 of each year that
10the registration is in effect. The renewal application when filed renews the
11registration for the next year.
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12(2) Merger, name change or dissolution. (a) A corporation may, upon merger,
13change of name or dissolution, register its corporate name for no more than 10 years
14by delivering to the department for filing an application, executed by the corporation,
15simultaneously with the delivery for filing of the articles of merger, the articles of
16dissolution, or the articles of amendment or the restated articles of incorporation
17that change the corporate name.
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(b) A foreign corporation may, upon change of name, register its corporate name
19for no more than 10 years by delivering to the department for filing an application,
20executed by the foreign corporation, simultaneously with the delivery for filing of an
21application for an amended certificate of authority that changes the corporate name.
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22(3) Effective date. A corporate name is registered under sub. (1) or (2) for the
23applicant's exclusive use on the effective date of the application.
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24(3m) Transfer of registered name. A person who has the right to exclusive
25use of a registered name under sub. (1) or (2) may transfer the registration to another
1person by delivering to the department a written and signed notice of the transfer
2that states the name and address of the transferee.
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3(4) Termination of registered name. (a) A foreign corporation whose
4registration is effective under sub. (1) may thereafter apply for a certificate of
5authority under the registered name or consent in writing to the use of that name
6by a domestic corporation thereafter incorporated under this chapter or by another
7foreign corporation thereafter authorized to transact business in this state. The
8registration terminates when the domestic corporation is incorporated or the foreign
9corporation obtains a certificate of authority or consents to another foreign
10corporation obtaining a certificate of authority under the registered name.
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(b) The holder of a registration effective under sub. (2) may thereafter
12incorporate as a domestic corporation or obtain a certificate of authority under the
13registered name or consent in writing to use of that name by a domestic corporation
14thereafter incorporated under this chapter or by a foreign corporation thereafter
15authorized to transact business in this state. The registration terminates when any
16of the following occurs:
AB765,58,1817
1. The holder incorporates as a domestic corporation or obtains a certificate of
18authority under the registered name.
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2. The domestic corporation that has consent to use the registered name is
20incorporated.
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3. The holder consents to another foreign corporation obtaining a certificate of
22authority under the registered name.
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Subchapter V
24
Office and agent
AB765,59,4
1181.0501 Registered office and registered agent. Each corporation shall
2continuously maintain in this state a registered office and registered agent. The
3registered office may, but need not, be the same as any of its places of business. The
4registered agent shall be any of the following:
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5(1) Individuals. An individual who resides in this state and whose business
6office is identical with the registered office.
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7(2) Domestic entities. A domestic corporation, stock corporation or limited
8liability company, incorporated or organized in this state, whose business office is
9identical with the registered office.
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10(3) Foreign entities. A foreign corporation, stock corporation or limited
11liability company, authorized to transact business in this state, whose business office
12is identical with the registered office.
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13181.0502 Change of registered office or registered agent. (1) Methods
14of changing office or agent. A corporation may change its registered office or
15registered agent, or both, by doing any of the following:
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(a) Delivering to the department for filing a statement of change.
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(b) Including the name of its registered agent and the street address of its
18registered office, as changed, in articles of amendment to its articles of incorporation,
19in a restatement of its articles of incorporation or in articles of merger.
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(c) If a domestic corporation, including the name of its registered agent and the
21street address of its registered office, as changed, in its annual report under s.
22181.1622. A change under this paragraph is effective on the date on which the
23annual report is filed by the department.
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24(2) Contents of statement of change. Except as provided in sub. (3), a
25statement of change shall include all of the following information:
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1(a) The name of the corporation and, if applicable, a statement that the
2corporation is incorporated under this chapter.
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(b) The name of its registered agent, as changed.
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(c) The street address of its registered agent, as changed.
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(d) A statement that after the change or changes are made, the street addresses
6of its registered office and the business office of its registered agent will be identical.
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7(3) Registered agent change of address. If a registered agent changes the
8street address of his or her business office, he or she may change the street address
9of the registered office of any corporation for which he or she is the registered agent
10by notifying the corporation in writing of the change and by signing, either manually
11or in facsimile, and delivering to the department for filing a statement that complies
12with sub. (2) and recites that the corporation has been notified of the change.
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13181.0503 Resignation of registered agent. (1) Statement of resignation.
14The registered agent of a corporation may resign by signing and delivering to the
15department for filing a statement of resignation that includes all of the following
16information:
AB765,60,1717
(a) The name of the corporation for which the registered agent is acting.
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(b) The name of the registered agent.
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(c) The street address of the corporation's current registered office and its
20principal office.
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(d) A statement that the registered agent resigns.
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(e) If applicable, a statement that the registered office is also discontinued.
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23(2) Notice to corporation. After filing the statement, the department shall
24mail a copy to the corporation at its principal office.
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1(3) Effective date. The resignation is effective and, if applicable, the
2registered office is discontinued on the earlier of the following:
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(a) Sixty days after the department receives the statement of resignation for
4filing.
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(b) The date on which the appointment of a successor registered agent is
6effective.
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7181.0504 Service on corporation. (1) Registered agent. A corporation's
8registered agent is the corporation's agent for service of process, notice or demand
9required or permitted by law to be served on the corporation.
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10(2) By mail. Except as provided in sub. (3), if a corporation has no registered
11agent or the agent cannot with reasonable diligence be served, the corporation may
12be served by registered or certified mail, return receipt requested, addressed to the
13corporation at its principal office. Service is perfected under this subsection at the
14earliest of the following: