SB423: Bill Text

SB423,140,8 (i) Owning, without more, property.

SB423,140,10 (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

SB423,140,11 (k) Transacting business in interstate commerce.

SB423,140,16 181.1502 Consequences of transacting business without authority. (1) Court proceedings barred. A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 181.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

SB423,140,21 (2) Successors to foreign corporations. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

SB423,141,2 (3) Stay of proceedings. A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

SB423,141,8 (4) Penalties. (a) Beginning on the first day of the 13th month beginning after the effective date of this paragraph .... [revisor inserts date], a foreign corporation that transacts business in this state without a certificate of authority is liable to the state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to the sum of all of the following:

SB423,141,11 1. All fees that would have been imposed under this chapter upon the foreign corporation had it applied for and received a certificate of authority when it began transacting business in this state.

SB423,141,13 2. A fee of $50 for each year or portion of a year during which it transacted business without a certificate of authority or $500, whichever is less.

SB423,141,18 (b) The foreign corporation shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of authority to the foreign corporation until the amount owed under par. (a) is paid. The attorney general may enforce a foreign corporation's obligation to pay the department any amount owed under par. (a).

SB423,141,23 (5) Validity of corporate actions. Notwithstanding subs. (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.

SB423,142,3 181.1503 Application for certificate of authority. (1) Filing requirements. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall be made on a form prescribed by the department and shall include all of the following information:

SB423,142,5 (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a fictitious name that satisfies s. 181.1506.

SB423,142,6 (b) The name of the state or country under whose law it is incorporated.

SB423,142,7 (c) Its date of incorporation and period of duration.

SB423,142,8 (d) The street address of its principal office.

SB423,142,10 (e) The street address of its registered office in this state and the name of its registered agent at that office.

SB423,142,12 (f) The name and usual business or home address of each of its current directors and principal officers.

SB423,142,13 (g) Whether the foreign corporation has members.

SB423,142,14 (h) A statement that the corporation is organized without capital stock.

SB423,142,19 (2) Authentication. The foreign corporation shall deliver with the completed application a certificate of status or a document of similar import authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.

SB423,142,23 181.1504 Amended certificate of authority. (1) When required. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if the foreign corporation changes any of the following:

SB423,142,25 (a) Its corporate name or the fictitious name under which it has been issued a certificate of authority.

SB423,143,1 (b) The period of its duration.

SB423,143,2 (c) The state or country of its incorporation.

SB423,143,6 (2) Filing and authentication requirements. The requirements of s. 181.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section, except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name.

SB423,143,10 181.1505 Effect of certificate of authority. (1) Transaction of business. A certificate of authority issued to a foreign corporation authorizes the foreign corporation to transact business in this state subject to the right of the state to revoke the certificate as provided in this chapter.

SB423,143,15 (2) Rights and privileges. A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.

SB423,143,18 (3) Internal affairs. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.

SB423,143,24 181.1506 Corporate name of foreign corporation. (1) Fictitious name. If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.

SB423,144,4 (2) Distinguishability generally required. (a) Except as authorized under subs. (3) and (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department from all of the following names:

SB423,144,6 1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.

SB423,144,8 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

SB423,144,10 3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183 or 185.

SB423,144,13 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3), respectively.

SB423,144,15 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

SB423,144,17 6. The name of a limited partnership formed under the laws of, or registered in, this state.

SB423,144,19 7. The name of a cooperative association incorporated or authorized to transact business in this state.

SB423,144,21 8. The name of a limited liability company organized under the laws of, or registered in, this state.

SB423,144,23 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

SB423,145,3 (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 181.0401 (1) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.

SB423,145,8 (3) Application to use nondistinguishable name. A foreign corporation may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described under sub. (2). The department shall authorize use of the name applied for if any of the following conditions exists:

SB423,145,13 (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

SB423,145,16 (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

SB423,145,21 (4) Corporate reorganizations. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation or stock corporation that is used in this state if the other corporation or stock corporation is incorporated or authorized to transact business in this state and the foreign corporation has done any of the following:

SB423,145,22 (a) Merged with the other domestic or foreign corporation or stock corporation.

SB423,145,24 (b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation.

SB423,146,2 (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic or foreign corporation or stock corporation.

SB423,146,7 (5) Failure to comply. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of sub. (2), it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of sub. (2) and obtains an amended certificate of authority under s. 181.1504.

SB423,146,11 181.1507 Registered office and registered agent. Each foreign corporation shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following:

SB423,146,13 (1) Individuals. An individual who resides in this state and whose business office is identical with the registered office.

SB423,146,16 (2) Domestic entities. A domestic corporation, stock corporation or limited liability company, incorporated or organized in this state, whose business office is identical with the registered office.

SB423,146,19 (3) Foreign entities. A foreign corporation, stock corporation or limited liability company, authorized to transact business in this state, whose business office is identical with the registered office.

SB423,146,24 181.1508 Change of registered office or registered agent of foreign corporation. (1) Filing requirements. A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that, except as provided in sub. (2), includes all of the following information.

SB423,147,2 (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.

SB423,147,3 (b) The street address of its registered office, as changed.

SB423,147,4 (c) The name of its registered agent, as changed.

SB423,147,6 (d) A statement that, after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

SB423,147,13 (2) Agent change of address. If a registered agent changes the street address of its business office, the agent may change the street address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the foreign corporation in writing of the change and signing, either manually or in facsimile, and delivering to the department for filing a statement of change that complies with sub. (1) and recites that the foreign corporation has been notified of the change.

SB423,147,17 181.1509 Resignation of registered agent of foreign corporation. (1) How agent may resign. The registered agent of a foreign corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:

SB423,147,18 (a) The name of the foreign corporation for which the registered agent is acting.

SB423,147,19 (b) The name of the registered agent.

SB423,147,21 (c) The street address of the foreign corporation's current registered office and its principal office.

SB423,147,22 (d) A statement that the registered agent resigns.

SB423,147,23 (e) If applicable, a statement that the registered office is also discontinued.

SB423,147,25 (2) Notice to corporation. After filing the statement, the department shall mail a copy to the foreign corporation at its principal office.

SB423,148,2 (3) Effective date. The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

SB423,148,4 (a) Sixty days after the department receives the statement of resignation for filing.

SB423,148,6 (b) The date on which the appointment of a successor registered agent is effective.

SB423,148,11 181.1510 Service on foreign corporation. (1) Registered agent. Except as provided in subs. (2) and (3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation.

SB423,148,15 (2) Foreign corporation authorized to transact business. A foreign corporation authorized to transact business in this state may be served in the manner provided in sub. (4) if the foreign corporation has no registered agent or its registered agent cannot, with reasonable diligence, be served.

SB423,148,20 (3) Foreign corporation formerly authorized to transact business. A foreign corporation formerly authorized to transact business in this state may be served in the manner provided in sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign corporation has done any of the following:

SB423,148,21 (a) Withdrawn from transacting business in this state under s. 181.1520.

SB423,148,22 (b) Had its certificate of authority revoked under s. 181.1531.

SB423,149,3 (4) Manner of service on foreign corporation. (a) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign corporation at its principal office as shown on the records of the department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:

SB423,149,4 1. The date on which the foreign corporation receives the mail.

SB423,149,6 2. The date shown on the return receipt, if signed on behalf of the foreign corporation.

SB423,149,8 3. Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.

SB423,149,13 (b) 1. Except as provided in subd. 2., if the address of the foreign corporation's principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the department, is located.

SB423,149,18 2. If a process, notice or demand is served by the department on a foreign corporation under s. 181.1531 and the address of the foreign corporation's principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

SB423,149,21 (5) Other methods of service. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner permitted by law.

SB423,149,24 181.1520 Withdrawal of foreign corporation. (1) Certificate required. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department.

SB423,150,4 (2) Application for certificate. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following information:

SB423,150,6 (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.

SB423,150,8 (b) A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.

SB423,150,13 (c) A statement that it revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under s. 181.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising during the time it was authorized to transact business in this state.

SB423,150,15 (d) The mailing address of its principal office, if different from that shown on its most recent annual report.

SB423,150,17 (e) A commitment to notify the department in the future of any change in the mailing address of its principal office.

SB423,150,21 181.1530 Grounds for revocation. (1) Permissive revocation by department. Except as provided in sub. (1m), the department may bring a proceeding under s. 181.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies: