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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.
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1(2) Notice to corporation. After filing the statement, the department shall
2mail a copy to the foreign corporation at its principal office.
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3(3) Effective date. The resignation is effective and, if applicable, the
4registered 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
6filing.
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(b) The date on which the appointment of a successor registered agent is
8effective.
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9181.1510 Service on foreign corporation. (1) Registered agent. Except
10as provided in subs. (2) and (3), the registered agent of a foreign corporation
11authorized to transact business in this state is the foreign corporation's agent for
12service of process, notice or demand required or permitted by law to be served on the
13foreign corporation.
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14(2) Foreign corporation authorized to transact business. A foreign
15corporation authorized to transact business in this state may be served in the
16manner provided in sub. (4) if the foreign corporation has no registered agent or its
17registered agent cannot, with reasonable diligence, be served.
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18(3) Foreign corporation formerly authorized to transact business. A foreign
19corporation formerly authorized to transact business in this state may be served in
20the manner provided in sub. (4) in any civil, criminal, administrative or investigatory
21proceeding based on a cause of action arising while it was authorized to transact
22business in this state, if the foreign corporation has done any of the following:
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(a) Withdrawn from transacting business in this state under s. 181.1520.
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(b) Had its certificate of authority revoked under s. 181.1531.
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1(4) Manner of service on foreign corporation. (a) With respect to a foreign
2corporation described in sub. (2) or (3), the foreign corporation may be served by
3registered or certified mail, return receipt requested, addressed to the foreign
4corporation at its principal office as shown on the records of the department, except
5as provided in par. (b). Service is perfected under this paragraph at the earliest of
6the following:
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1. The date on which the foreign corporation receives the mail.
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2. The date shown on the return receipt, if signed on behalf of the foreign
9corporation.
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3. Five days after it is deposited in the U.S. mail, if mailed postpaid and
11correctly addressed.
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(b) 1. Except as provided in subd. 2., if the address of the foreign corporation's
13principal office cannot be determined from the records of the department, the foreign
14corporation may be served by publishing a class 3 notice, under ch. 985, in the
15community where the foreign corporation's principal office or registered office, as
16most recently designated in the records of the department, is located.
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2. If a process, notice or demand is served by the department on a foreign
18corporation under s. 181.1531 and the address of the foreign corporation's principal
19office cannot be determined from the records of the department, the foreign
20corporation may be served by publishing a class 2 notice, under ch. 985, in the official
21state newspaper.
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22(5) Other methods of service. This section does not limit or affect the right
23to serve any process, notice or demand required or permitted by law to be served upon
24a foreign corporation in any other manner permitted by law.
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1181.1520 Withdrawal of foreign corporation.
(1) Certificate required.
2A foreign corporation authorized to transact business in this state may not withdraw
3from this state until it obtains a certificate of withdrawal from the department.
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4(2) Application for certificate. A foreign corporation authorized to transact
5business in this state may apply for a certificate of withdrawal by delivering an
6application to the department for filing. The application shall include all of the
7following information:
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(a) The name of the foreign corporation and the name of the state or country
9under whose law it is incorporated.
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(b) A statement that it is not transacting business in this state and that it
11surrenders its authority to transact business in this state.
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(c) A statement that it revokes the authority of its registered agent to accept
13service on its behalf and that it consents to service of process under s. 181.1510 (3)
14and (4) in any civil, criminal, administrative or investigatory proceeding based on a
15cause of action arising during the time it was authorized to transact business in this
16state.
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(d) The mailing address of its principal office, if different from that shown on
18its most recent annual report.
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(e) A commitment to notify the department in the future of any change in the
20mailing address of its principal office.
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21181.1530 Grounds for revocation. (1) Permissive revocation by
22department. Except as provided in sub. (1m), the department may bring a proceeding
23under s. 181.1531 to revoke the certificate of authority of a foreign corporation
24authorized to transact business in this state if any of the following applies:
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1(a) The foreign corporation fails to file its annual report with the department
2within 4 months after it is due.
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(b) The foreign corporation does not pay, within 4 months after they are due,
4any fees or penalties due the department under this chapter.
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(c) The foreign corporation is without a registered agent or registered office in
6this state for at least 6 months.
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(d) The foreign corporation does not inform the department under s. 181.1508
8or 181.1509 that its registered agent or registered office has changed, that its
9registered agent has resigned or that its registered office has been discontinued,
10within 6 months of the change, resignation or discontinuance.
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(e) The foreign corporation obtained its certificate of authority through fraud.
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(f) The department receives a duly authenticated certificate from the secretary
13of state or other official having custody of corporate records in the state or country
14under whose law the foreign corporation is incorporated stating that it has been
15dissolved or has disappeared as the result of a merger.
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16(1m) Mandatory revocation by department. If the department receives a
17certificate under sub. (1) (f) and a statement by the foreign corporation that the
18certificate is submitted by the foreign corporation to terminate its authority to
19transact business in this state, the department shall issue a certificate of revocation
20under s. 181.1531 (2) (b).
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21(2) Revocation by a court. A court may revoke, under s. 946.87, the certificate
22of authority of a foreign corporation authorized to transact business in this state.
23The court shall notify the department of the action, and the department shall issue
24a certificate of revocation under s. 181.1531 (2) (b).
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1181.1531 Procedure for and effect of revocation. (1) Notice of
2proceeding by department. If the department determines that one or more grounds
3exist under s. 181.1530 (1) for revocation of a certificate of authority, the department
4shall serve the foreign corporation under s. 181.1510 with written notice of the
5determination.
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6(2) Cure, revocation and reinstatement. (a) Within 60 days after service of
7the notice is perfected under s. 181.1510, the foreign corporation shall correct each
8ground for revocation or demonstrate to the reasonable satisfaction of the
9department that each ground determined by the department does not exist.
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(b) If the foreign corporation fails to satisfy par. (a), the department may revoke
11the foreign corporation's certificate of authority by issuing a certificate of revocation
12that recites each ground for revocation and the certificate's effective date. The
13department shall file the original certificate and serve a copy on the foreign
14corporation under s. 181.1510.
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(c) 1. If a foreign corporation's certificate of authority is revoked, the
16department shall reinstate the certificate of authority if the foreign corporation does
17all of the following within 6 months after the effective date of the certificate of
18revocation:
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a. Corrects each ground for revocation.
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b. Pays any fees or penalties due the department under s. 181.1502 (4) (a) or
21$500, whichever is less.
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2. A reinstatement under this paragraph shall relate back to and take effect
23as of the effective date of the revocation, and the foreign corporation may resume
24carrying on its business as if the revocation never occurred.
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1(3) Effect of revocation. The authority of a foreign corporation to transact
2business in this state, ends on the date shown on the certificate revoking its
3certificate of authority.
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4(4) Service on corporation after revocation. If the department or a court
5revokes a foreign corporation's certificate of authority, the foreign corporation may
6be served under s. 181.1510 (3) and (4) or the foreign corporation's registered agent
7may be served until the registered agent's authority is terminated, in any civil,
8criminal, administrative or investigatory proceeding based on a cause of action
9which arose while the foreign corporation was authorized to transact business in this
10state.
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11(5) Authority of registered agent. Revocation of a foreign corporation's
12certificate of authority does not terminate the authority of its registered agent.
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13181.1532 Appeal from revocation. (1) Right to appeal. A foreign
14corporation may appeal the department's revocation of its certificate of authority
15under s. 181.1530 (1) to the circuit court for the county where the foreign
16corporation's principal office or, if none exists in this state, its registered office is
17located, within 30 days after service of the certificate of revocation is perfected under
18s. 181.1510. The foreign corporation shall appeal by petitioning the court to set aside
19the revocation and attaching to the petition copies of its certificate of authority and
20the department's certificate of revocation.
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21(2) Permissible remedies. The court may order the department to reinstate the
22certificate of authority or may take any other action that the court considers
23appropriate.
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24(3) Appeal of judicial decision. The court's final decision may be appealed as
25in other civil proceedings.
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1181.1533 Domestication of a foreign corporation. (1) Articles of
2domestication and certificate of authentication. (a)
In general. A foreign
3corporation may become a domestic corporation by filing articles of domestication
4under par. (b) and a certificate of authentication under par. (c).
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(b)
Articles of domestication. Articles of domestication shall contain all of the
6following information:
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1.
The name of the corporation, which shall comply with s. 181.0401.
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2.
The text of restated articles of incorporation of the corporation, which shall
9comply with s. 181.0202.
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3.
A statement that the corporation has adopted an election to domesticate in
11accordance with sub. (2).
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4.
A statement that the corporation will file, with the appropriate entity in the
13jurisdiction where the foreign corporation is organized, articles of dissolution or an
14equivalent document having the effect of terminating the corporation's existence as
15a corporation organized under the laws of that jurisdiction.
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(c)
Certificate of authentication. A certificate of status or a document of similar
17import authenticated by the secretary of state or other official having custody of
18corporate records in the state or country under whose law the domesticating
19corporation is incorporated. The certificate or document shall include the
20corporation's name and date of incorporation, and shall be dated no earlier than 60
21days before its delivery.
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22(2) Election to domesticate. An election by a foreign corporation to become
23a domestic corporation shall be adopted in the same manner as is required, under the
24law of the jurisdiction where the domesticating corporation is organized, for a merger
25of that corporation into a domestic corporation.
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1(3) Effect of domestication. When a domestication under this section takes
2effect, s. 181.1106 applies to the domesticating corporation as if the domesticating
3corporation had merged with a newly incorporated domestic corporation, with the
4domesticating corporation being the surviving corporation.
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5(4) Effective date of domestication. A domestication under this section takes
6effect on the effective date of the articles of domestication under sub. (1). The
7department shall establish the date of incorporation of a domesticating corporation
8on its records from the information supplied in the certificate of authentication filed
9under sub. (1) (c).
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10(5) Notice of effective date of filing in foreign jurisdiction. (a) Within 60
11days of the effective date of the filing described under sub. (1) (b) 4., the corporation
12shall file with the department a notice indicating the effective date of that filing in
13the foreign jurisdiction.
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(b) Failure of the domesticating corporation to file the notice under par. (a) does
15not affect the validity of a domestication under this section. A domesticating
16corporation that fails to file the notice within the time required under par. (a) may
17be required to forfeit not more than $100. Each day of continued violation constitutes
18a separate offense.
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Subchapter XVI
20
Records and reports
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21181.1601 Corporate records. (1) Minutes and records of action. A
22corporation shall keep as permanent records minutes of all meetings of its members
23and board, a record of all actions taken by the members or directors without a
24meeting, and a record of all actions taken by committees of the board as authorized
25under s. 181.0825.
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1(2) Accounting records. A corporation shall maintain appropriate accounting
2records.
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3(3) Membership records. A corporation or its agent shall maintain a record of
4its members in a form that permits preparation of a list of the name and address of
5all members, in alphabetical order by class, showing the number of votes each
6member is entitled to cast.
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7(4) Form. A corporation shall maintain its records in written form or in another
8form capable of conversion into written form within a reasonable time.
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9(5) Copies at principal office. A corporation shall keep a copy of all of the
10following records at its principal office:
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(a) Its articles of incorporation and all amendments to them currently in effect.
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(b) Its bylaws or restated bylaws and all amendments to them currently in
13effect.
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(c) Resolutions adopted by its board relating to the characteristics,
15qualifications, rights, limitations and obligations of members or any class or category
16of members.