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4(2) Powers of court. A court in a proceeding brought to dissolve a corporation
5may issue injunctions, appoint a receiver or custodian pendente lite with all powers
6and duties the court directs, take other action required to preserve the corporate
7assets wherever located, and carry on the activities of the corporation until a full
8hearing can be held.
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9181.1432 Receivership or custodianship. (1) Powers of court. A court
10in a judicial proceeding brought to dissolve a corporation may appoint one or more
11receivers to wind up and liquidate, or one or more custodians to manage, the affairs
12of the corporation. The court shall hold a hearing, after notifying all parties to the
13proceeding and any interested persons designated by the court, before appointing a
14receiver or custodian. The court appointing a receiver or custodian has exclusive
15jurisdiction over the corporation and all of its property wherever located.
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16(2) Who may serve as receiver or custodian. The court may appoint an
17individual, or a domestic or foreign corporation or stock corporation authorized to
18transact business in this state, as a receiver or custodian. The court may require the
19receiver or custodian to post bond, with or without sureties, in an amount the court
20directs.
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21(3) Powers and duties of receiver or custodian. (a) The court shall describe
22the powers and duties of the receiver or custodian in its appointing order, which may
23be amended from time to time.
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(b) A receiver may exercise, but is not limited to, all of the following powers:
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11. To dispose of all or any part of the assets of the corporation wherever located,
2at a public or private sale, if authorized by the court; provided, however, that the
3receiver's power to dispose of the assets of the corporation is subject to any trust and
4other restrictions that would be applicable to the corporation.
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2. To sue and defend in the receiver's name as receiver of the corporation in all
6courts of this state.
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(c) A custodian may exercise all of the powers of the corporation, through or in
8place of its board or officers, to the extent necessary to manage the affairs of the
9corporation in the best interests of its members and creditors and may sue and
10defend in the custodian's name as custodian of the corporation in all courts in this
11state.
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12(4) Redesignation. The court during a receivership may redesignate the
13receiver a custodian, and during a custodianship may redesignate the custodian a
14receiver, if doing so is in the best interests of the corporation, its members, and
15creditors.
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16(5) Compensation and expenses. The court from time to time during the
17receivership or custodianship may order compensation paid and expense
18disbursements or reimbursements made to the receiver or custodian and the
19receiver's or custodian's counsel from the assets of the corporation or proceeds from
20the sale of the assets.
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21181.1433 Decree of dissolution. (1)
Entering decree. If after a hearing the
22court determines that one or more grounds for judicial dissolution under s. 181.1430
23exist, it may enter a decree dissolving the corporation and specifying the effective
24date of the dissolution, and the clerk of the court shall deliver a certified copy of the
25decree to the department, who shall file it.
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1(2) Effect of decree. After entering the decree of dissolution, the court shall
2direct the winding up and liquidation of the corporation's affairs in accordance with
3s. 181.1405 and the notification of its claimants in accordance with ss. 181.1406 and
4181.1407.
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5181.1440 Deposit with state treasurer. Assets of a dissolved corporation
6that should be transferred to a creditor, claimant, or member of the corporation who
7cannot be found or who is not competent to receive them, shall be reduced to cash
8subject to known trust restrictions and deposited with the state treasurer for
9safekeeping. However, in the state treasurer's discretion property may be received
10and held in kind. When the creditor, claimant, or member furnishes satisfactory
11proof of entitlement to the amount deposited or property held in kind, the state
12treasurer shall deliver to the creditor, member or other person or his or her
13representative that amount or property.
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Subchapter XV
15
Foreign corporations
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16181.1501 Authority to transact business required. (1) In general. A
17foreign corporation may not transact business in this state until it obtains a
18certificate of authority from the department.
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19(2) Permitted activities. The following activities, among others, do not
20constitute transacting business in this state within the meaning of this subchapter:
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(a) Maintaining, defending or settling any civil, criminal, administrative or
22investigatory proceeding.
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(b) Holding meetings of the board or members or carrying on other activities
24concerning internal corporate affairs.
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(c) Maintaining bank accounts.
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1(d) Maintaining offices or agencies for the transfer, exchange and registration
2of the foreign corporation's memberships or maintaining trustees or depositaries
3with respect to those memberships.
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(e) Selling through independent contractors.
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(f) Soliciting or obtaining orders, whether by mail or through employes or
6agents or otherwise, if the orders require acceptance outside this state before they
7become contracts.
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(g) Creating or acquiring indebtedness, mortgages and security interests in
9property.
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(h) Securing or collecting debts or enforcing mortgages and security interests
11in property securing the debts.
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(i) Owning, without more, property.
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(j) Conducting an isolated transaction that is completed within 30 days and
14that is not one in the course of repeated transactions of a like nature.
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(k) Transacting business in interstate commerce.
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16181.1502 Consequences of transacting business without authority. (1) 17Court proceedings barred. A foreign corporation transacting business in this state
18without a certificate of authority, if a certificate of authority is required under s.
19181.1501, may not maintain a proceeding in any court in this state until it obtains
20a certificate of authority.
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21(2) Successors to foreign corporations. The successor to a foreign
22corporation that transacted business in this state without a certificate of authority
23and the assignee of a cause of action arising out of that business may not maintain
24a proceeding on that cause of action in any court in this state until the foreign
25corporation or its successor obtains a certificate of authority.
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1(3) Stay of proceedings. A court may stay a proceeding commenced by a foreign
2corporation, its successor or its assignee until the court determines whether the
3foreign corporation or its successor requires a certificate of authority. If it so
4determines, the court may further stay the proceeding until the foreign corporation
5or its successor obtains the certificate.
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6(4) Penalties. (a) Beginning on the first day of the 13th month beginning after
7the effective date of this paragraph .... [revisor inserts date], a foreign corporation
8that transacts business in this state without a certificate of authority is liable to the
9state, for each year or any part of a year during which it transacted business in this
10state without a certificate of authority, in an amount equal to the sum of all of the
11following:
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1. All fees that would have been imposed under this chapter upon the foreign
13corporation had it applied for and received a certificate of authority when it began
14transacting business in this state.
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2. A fee of $50 for each year or portion of a year during which it transacted
16business without a certificate of authority or $500, whichever is less.
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(b) The foreign corporation shall pay the amount owed under par. (a) to the
18department. The department may not issue a certificate of authority to the foreign
19corporation until the amount owed under par. (a) is paid. The attorney general may
20enforce a foreign corporation's obligation to pay the department any amount owed
21under par. (a).
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22(5) Validity of corporate actions. Notwithstanding subs. (1) and (2), the
23failure of a foreign corporation to obtain a certificate of authority does not impair the
24validity of its corporate acts or its title to property in this state or prevent it from
1defending any civil, criminal, administrative or investigatory proceeding in this
2state.
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3181.1503 Application for certificate of authority.
(1) Filing
4requirements. A foreign corporation may apply for a certificate of authority to
5transact business in this state by delivering an application to the department for
6filing. The application shall be made on a form prescribed by the department and
7shall include all of the following information:
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(a) The name of the foreign corporation or, if its name is unavailable for use in
9this state, a fictitious name that satisfies s. 181.1506.
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(b) The name of the state or country under whose law it is incorporated.
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(c) Its date of incorporation and period of duration.
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(d) The street address of its principal office.
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(e) The street address of its registered office in this state and the name of its
14registered agent at that office.
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(f) The name and usual business or home address of each of its current directors
16and principal officers.
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(g) Whether the foreign corporation has members.
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(h) A statement that the corporation is organized without capital stock.
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19(2) Authentication. The foreign corporation shall deliver with the completed
20application a certificate of status or a document of similar import authenticated by
21the secretary of state or other official having custody of corporate records in the state
22or country under whose law it is incorporated. The certificate shall be dated no
23earlier than 60 days before its delivery.
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24181.1504 Amended certificate of authority. (1) When required. A foreign
25corporation authorized to transact business in this state shall obtain an amended
1certificate of authority from the department if the foreign corporation changes any
2of the following:
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(a) Its corporate name or the fictitious name under which it has been issued a
4certificate of authority.
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(b) The period of its duration.
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(c) The state or country of its incorporation.
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7(2) Filing and authentication requirements. The requirements of s. 181.1503
8for obtaining an original certificate of authority apply to obtaining an amended
9certificate under this section, except that a foreign corporation is not required to
10deliver a certificate of status with an application solely to change a fictitious name.
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11181.1505 Effect of certificate of authority. (1) Transaction of business.
12A certificate of authority issued to a foreign corporation authorizes the foreign
13corporation to transact business in this state subject to the right of the state to revoke
14the certificate as provided in this chapter.
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15(2) Rights and privileges. A foreign corporation with a valid certificate of
16authority has the same rights and enjoys the same privileges as and, except as
17otherwise provided by this chapter, is subject to the same duties, restrictions,
18penalties and liabilities now or later imposed on, a domestic corporation of like
19character.
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20(3) Internal affairs. This chapter does not authorize this state to regulate the
21organization or internal affairs of a foreign corporation authorized to transact
22business in this state.
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23181.1506 Corporate name of foreign corporation. (1) Fictitious name.
24If the corporate name of a foreign corporation is not available under sub. (2), the
25foreign corporation, to obtain or maintain a certificate of authority to transact
1business in this state, may use a fictitious name to transact business in this state if
2it delivers to the department for filing a copy of the resolution of its board of directors,
3certified by any of its officers, adopting the fictitious name.
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4(2) Distinguishability generally required. (a)
Except as authorized under
5subs. (3) and (4), the corporate name, including a fictitious name, of a foreign
6corporation must be distinguishable upon the records of the department from all of
7the following names:
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1. The corporate name of a domestic corporation or a foreign corporation
9authorized to transact business in this state.
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2. The corporate name of a stock corporation or a foreign stock corporation
11authorized 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
13or 185.
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4. The corporate name of a dissolved corporation or stock corporation that has
15retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3),
16respectively.
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5. The fictitious name adopted by a foreign corporation or a foreign stock
18corporation 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
20in, this state.
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7. The name of a cooperative association incorporated or authorized to transact
22business in this state.
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8. The name of a limited liability company organized under the laws of, or
24registered in, this state.
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19. The name of a limited liability partnership formed under the laws of, or
2registered in, this state.
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(b) The corporate name of a corporation is not distinguishable from a name
4referred to in par. (a) 1. to 9. if the only difference between it and the other name is
5the inclusion or absence of a word or words referred to in s. 181.0401 (1) (a) 1. or of
6the words "limited partnership", "limited liability partnership", "cooperative" or
7"limited liability company" or an abbreviation of these words.
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8(3) Application to use nondistinguishable name. A foreign corporation may
9apply to the department for authorization to use in this state a name that is not
10distinguishable upon the records of the department from one or more of the names
11described under sub. (2). The department shall authorize use of the name applied
12for if any of the following conditions exists:
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(a) The other foreign
corporation or the domestic corporation, limited liability
14company, nonstock corporation, limited partnership, limited liability partnership or
15cooperative association consents to the use in writing and submits an undertaking
16in a form satisfactory to the department to change its name to a name that is
17distinguishable upon 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
19of a court of competent jurisdiction establishing the applicant's right to use the name
20applied for in this state.
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21(4) Corporate reorganizations. A foreign corporation may use in this state the
22name, including the fictitious name, of another domestic or foreign corporation or
23stock corporation that is used in this state if the other corporation or stock
24corporation is incorporated or authorized to transact business in this state and the
25foreign corporation has done any of the following:
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1(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
3or stock corporation.
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(c) Acquired all or substantially all of the assets, including the corporate name,
5of the other domestic or foreign corporation or stock corporation.
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6(5) Failure to comply. If a foreign corporation authorized to transact business
7in this state changes its corporate name to one that does not satisfy the requirements
8of sub. (2), it shall not transact business in this state under the changed name until
9it adopts a name satisfying the requirements of sub. (2) and obtains an amended
10certificate of authority under s. 181.1504.
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11181.1507 Registered office and registered agent. Each foreign
12corporation shall continuously maintain in this state a registered office and
13registered agent. The registered office may, but need not, be the same as any of its
14places of business. The registered agent shall be any of the following:
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15(1) Individuals. An individual who resides in this state and whose business
16office is identical with the registered office.
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17(2) Domestic entities. A domestic corporation, stock corporation or limited
18liability company, incorporated or organized in this state, whose business office is
19identical with the registered office.
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20(3) Foreign entities. A foreign corporation, stock corporation or limited
21liability company, authorized to transact business in this state, whose business office
22is identical with the registered office.
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23181.1508 Change of registered office or registered agent of foreign
24corporation. (1) Filing requirements. A foreign corporation authorized to
25transact business in this state may change its registered office or registered agent,
1or both, by delivering to the department for filing a statement of change that, except
2as provided in sub. (2), includes all of the following information.
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(a) The name of the foreign corporation and the name of the state or country
4under whose law it is incorporated.
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(b) The street address of its registered office, as changed.
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(c) The name of its registered agent, as changed.
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(d) A statement that, after the change or changes are made, the street
8addresses of its registered office and the office of its registered agent will be identical.
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9(2) Agent change of address. If a registered agent changes the street address
10of its business office, the agent may change the street address of the registered office
11of any foreign corporation for which the agent is the registered agent by notifying the
12foreign corporation in writing of the change and signing, either manually or in
13facsimile, and delivering to the department for filing a statement of change that
14complies with sub. (1) and recites that the foreign corporation has been notified of
15the change.
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16181.1509 Resignation of registered agent of foreign corporation. (1) 17How agent may resign. The registered agent of a foreign corporation may resign by
18signing and delivering to the department for filing a statement of resignation that
19includes all of the following information:
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(a) The name of the foreign 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 foreign corporation's current registered office and
23its principal 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.