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(g) Creating or acquiring indebtedness, mortgages and security interests in
5property.
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(h) Securing or collecting debts or enforcing mortgages and security interests
7in 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
10that 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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12181.1502 Consequences of transacting business without authority. (1) 13Court proceedings barred. A foreign corporation transacting business in this state
14without a certificate of authority, if a certificate of authority is required under s.
15181.1501, may not maintain a proceeding in any court in this state until it obtains
16a certificate of authority.
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17(2) Successors to foreign corporations. The successor to a foreign
18corporation that transacted business in this state without a certificate of authority
19and the assignee of a cause of action arising out of that business may not maintain
20a proceeding on that cause of action in any court in this state until the foreign
21corporation or its successor obtains a certificate of authority.
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22(3) Stay of proceedings. A court may stay a proceeding commenced by a foreign
23corporation, its successor or its assignee until the court determines whether the
24foreign corporation or its successor requires a certificate of authority. If it so
1determines, the court may further stay the proceeding until the foreign corporation
2or its successor obtains the certificate.
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3(4) Penalties. (a) Beginning on the first day of the 13th month beginning after
4the effective date of this paragraph .... [revisor inserts date], a foreign corporation
5that transacts business in this state without a certificate of authority is liable to the
6state, for each year or any part of a year during which it transacted business in this
7state without a certificate of authority, in an amount equal to the sum of all of the
8following:
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1. All fees that would have been imposed under this chapter upon the foreign
10corporation had it applied for and received a certificate of authority when it began
11transacting 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
13business 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
15department. The department may not issue a certificate of authority to the foreign
16corporation until the amount owed under par. (a) is paid. The attorney general may
17enforce a foreign corporation's obligation to pay the department any amount owed
18under par. (a).
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19(5) Validity of corporate actions. Notwithstanding subs. (1) and (2), the
20failure of a foreign corporation to obtain a certificate of authority does not impair the
21validity of its corporate acts or its title to property in this state or prevent it from
22defending any civil, criminal, administrative or investigatory proceeding in this
23state.
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24181.1503 Application for certificate of authority.
(1) Filing
25requirements. A foreign corporation may apply for a certificate of authority to
1transact business in this state by delivering an application to the department for
2filing. The application shall be made on a form prescribed by the department and
3shall 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
5this 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
10registered agent at that office.
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(f) The name and usual business or home address of each of its current directors
12and 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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15(2) Authentication. The foreign corporation shall deliver with the completed
16application a certificate of status or a document of similar import authenticated by
17the secretary of state or other official having custody of corporate records in the state
18or country under whose law it is incorporated. The certificate shall be dated no
19earlier than 60 days before its delivery.
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20181.1504 Amended certificate of authority. (1) When required. A foreign
21corporation authorized to transact business in this state shall obtain an amended
22certificate of authority from the department if the foreign corporation changes any
23of the following:
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(a) Its corporate name or the fictitious name under which it has been issued a
25certificate of authority.
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1(b) The period of its duration.
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(c) The state or country of its incorporation.
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3(2) Filing and authentication requirements. The requirements of s. 181.1503
4for obtaining an original certificate of authority apply to obtaining an amended
5certificate under this section, except that a foreign corporation is not required to
6deliver a certificate of status with an application solely to change a fictitious name.
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7181.1505 Effect of certificate of authority. (1) Transaction of business.
8A certificate of authority issued to a foreign corporation authorizes the foreign
9corporation to transact business in this state subject to the right of the state to revoke
10the certificate as provided in this chapter.
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11(2) Rights and privileges. A foreign corporation with a valid certificate of
12authority has the same rights and enjoys the same privileges as and, except as
13otherwise provided by this chapter, is subject to the same duties, restrictions,
14penalties and liabilities now or later imposed on, a domestic corporation of like
15character.
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16(3) Internal affairs. This chapter does not authorize this state to regulate the
17organization or internal affairs of a foreign corporation authorized to transact
18business in this state.
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19181.1506 Corporate name of foreign corporation. (1) Fictitious name.
20If the corporate name of a foreign corporation is not available under sub. (2), the
21foreign corporation, to obtain or maintain a certificate of authority to transact
22business in this state, may use a fictitious name to transact business in this state if
23it delivers to the department for filing a copy of the resolution of its board of directors,
24certified by any of its officers, adopting the fictitious name.
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1(2) Distinguishability generally required. (a)
Except as authorized under
2subs. (3) and (4), the corporate name, including a fictitious name, of a foreign
3corporation must be distinguishable upon the records of the department from all of
4the following names:
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1. The corporate name of a domestic corporation or a foreign corporation
6authorized to transact business in this state.
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2. The corporate name of a stock corporation or a foreign stock corporation
8authorized 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
10or 185.
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4. The corporate name of a dissolved corporation or stock corporation that has
12retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3),
13respectively.
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5. The fictitious name adopted by a foreign corporation or a foreign stock
15corporation 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
17in, this state.
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7. The name of a cooperative association incorporated or authorized to transact
19business in this state.
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8. The name of a limited liability company organized under the laws of, or
21registered in, this state.
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9. The name of a limited liability partnership formed under the laws of, or
23registered in, this state.
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(b) The corporate name of a corporation is not distinguishable from a name
25referred to in par. (a) 1. to 9. if the only difference between it and the other name is
1the inclusion or absence of a word or words referred to in s. 181.0401 (1) (a) 1. or of
2the words "limited partnership", "limited liability partnership", "cooperative" or
3"limited liability company" or an abbreviation of these words.
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4(3) Application to use nondistinguishable name. A foreign corporation may
5apply to the department for authorization to use in this state a name that is not
6distinguishable upon the records of the department from one or more of the names
7described under sub. (2). The department shall authorize use of the name applied
8for if any of the following conditions exists:
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(a) The other foreign
corporation or the domestic corporation, limited liability
10company, nonstock corporation, limited partnership, limited liability partnership or
11cooperative association consents to the use in writing and submits an undertaking
12in a form satisfactory to the department to change its name to a name that is
13distinguishable 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
15of a court of competent jurisdiction establishing the applicant's right to use the name
16applied for in this state.
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17(4) Corporate reorganizations. A foreign corporation may use in this state the
18name, including the fictitious name, of another domestic or foreign corporation or
19stock corporation that is used in this state if the other corporation or stock
20corporation is incorporated or authorized to transact business in this state and the
21foreign corporation 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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3(5) Failure to comply. If a foreign corporation authorized to transact business
4in this state changes its corporate name to one that does not satisfy the requirements
5of sub. (2), it shall not transact business in this state under the changed name until
6it adopts a name satisfying the requirements of sub. (2) and obtains an amended
7certificate of authority under s. 181.1504.
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8181.1507 Registered office and registered agent. Each foreign
9corporation shall continuously maintain in this state a registered office and
10registered agent. The registered office may, but need not, be the same as any of its
11places of business. The registered agent shall be any of the following:
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12(1) Individuals. An individual who resides in this state and whose business
13office is identical with the registered office.
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14(2) Domestic entities. A domestic corporation, stock corporation or limited
15liability company, incorporated or organized in this state, whose business office is
16identical with the registered office.
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17(3) Foreign entities. A foreign corporation, stock corporation or limited
18liability company, authorized to transact business in this state, whose business office
19is identical with the registered office.
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20181.1508 Change of registered office or registered agent of foreign
21corporation. (1) Filing requirements. A foreign corporation authorized to
22transact business in this state may change its registered office or registered agent,
23or both, by delivering to the department for filing a statement of change that, except
24as provided in sub. (2), includes all of the following information.
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1(a) The name of the foreign corporation and the name of the state or country
2under 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
6addresses of its registered office and the office of its registered agent will be identical.
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7(2) Agent change of address. If a registered agent changes the street address
8of its business office, the agent may change the street address of the registered office
9of any foreign corporation for which the agent is the registered agent by notifying the
10foreign corporation in writing of the change and signing, either manually or in
11facsimile, and delivering to the department for filing a statement of change that
12complies with sub. (1) and recites that the foreign corporation has been notified of
13the change.
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14181.1509 Resignation of registered agent of foreign corporation. (1) 15How agent may resign. The registered agent of a foreign corporation may resign by
16signing and delivering to the department for filing a statement of resignation that
17includes 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
21its 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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24(2) Notice to corporation. After filing the statement, the department shall
25mail a copy to the foreign 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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7181.1510 Service on foreign corporation. (1) Registered agent. Except
8as provided in subs. (2) and (3), the registered agent of a foreign corporation
9authorized to transact business in this state is the foreign corporation's agent for
10service of process, notice or demand required or permitted by law to be served on the
11foreign corporation.
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12(2) Foreign corporation authorized to transact business. A foreign
13corporation authorized to transact business in this state may be served in the
14manner provided in sub. (4) if the foreign corporation has no registered agent or its
15registered agent cannot, with reasonable diligence, be served.
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16(3) Foreign corporation formerly authorized to transact business. A foreign
17corporation formerly authorized to transact business in this state may be served in
18the manner provided in sub. (4) in any civil, criminal, administrative or investigatory
19proceeding based on a cause of action arising while it was authorized to transact
20business 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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23(4) Manner of service on foreign corporation. (a) With respect to a foreign
24corporation described in sub. (2) or (3), the foreign corporation may be served by
25registered or certified mail, return receipt requested, addressed to the foreign
1corporation at its principal office as shown on the records of the department, except
2as provided in par. (b). Service is perfected under this paragraph at the earliest of
3the 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
6corporation.
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3. Five days after it is deposited in the U.S. mail, if mailed postpaid and
8correctly addressed.
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(b) 1. Except as provided in subd. 2., if the address of the foreign corporation's
10principal office cannot be determined from the records of the department, the foreign
11corporation may be served by publishing a class 3 notice, under ch. 985, in the
12community where the foreign corporation's principal office or registered office, as
13most 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
15corporation under s. 181.1531 and the address of the foreign corporation's principal
16office cannot be determined from the records of the department, the foreign
17corporation may be served by publishing a class 2 notice, under ch. 985, in the official
18state newspaper.
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19(5) Other methods of service. This section does not limit or affect the right
20to serve any process, notice or demand required or permitted by law to be served upon
21a foreign corporation in any other manner permitted by law.
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22181.1520 Withdrawal of foreign corporation. (1) Certificate required.
23A foreign corporation authorized to transact business in this state may not withdraw
24from this state until it obtains a certificate of withdrawal from the department.
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1(2) Application for certificate. A foreign corporation authorized to transact
2business in this state may apply for a certificate of withdrawal by delivering an
3application to the department for filing. The application shall include all of the
4following information:
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(a) The name of the foreign corporation and the name of the state or country
6under whose law it is incorporated.
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(b) A statement that it is not transacting business in this state and that it
8surrenders 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
10service on its behalf and that it consents to service of process under s. 181.1510 (3)
11and (4) in any civil, criminal, administrative or investigatory proceeding based on a
12cause of action arising during the time it was authorized to transact business in this
13state.
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(d) The mailing address of its principal office, if different from that shown on
15its most recent annual report.