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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.
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(e) A commitment to notify the department in the future of any change in the
17mailing address of its principal office.
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18181.1530 Grounds for revocation. (1) Permissive revocation by
19department. Except as provided in sub. (1m), the department may bring a proceeding
20under s. 181.1531 to revoke the certificate of authority of a foreign corporation
21authorized to transact business in this state if any of the following applies:
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(a) The foreign corporation fails to file its annual report with the department
23within 4 months after it is due.
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(b) The foreign corporation does not pay, within 4 months after they are due,
25any fees or penalties due the department under this chapter.
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1(c) The foreign corporation is without a registered agent or registered office in
2this state for at least 6 months.
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(d) The foreign corporation does not inform the department under s. 181.1508
4or 181.1509 that its registered agent or registered office has changed, that its
5registered agent has resigned or that its registered office has been discontinued,
6within 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
9of state or other official having custody of corporate records in the state or country
10under whose law the foreign corporation is incorporated stating that it has been
11dissolved or has disappeared as the result of a merger.
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12(1m) Mandatory revocation by department. If the department receives a
13certificate under sub. (1) (f) and a statement by the foreign corporation that the
14certificate is submitted by the foreign corporation to terminate its authority to
15transact business in this state, the department shall issue a certificate of revocation
16under s. 181.1531 (2) (b).
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17(2) Revocation by a court. A court may revoke, under s. 946.87, the certificate
18of authority of a foreign corporation authorized to transact business in this state.
19The court shall notify the department of the action, and the department shall issue
20a certificate of revocation under s. 181.1531 (2) (b).
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21181.1531 Procedure for and effect of revocation. (1) Notice of
22proceeding by department. If the department determines that one or more grounds
23exist under s. 181.1530 (1) for revocation of a certificate of authority, the department
24shall serve the foreign corporation under s. 181.1510 with written notice of the
25determination.
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1(2) Cure, revocation and reinstatement. (a) Within 60 days after service of
2the notice is perfected under s. 181.1510, the foreign corporation shall correct each
3ground for revocation or demonstrate to the reasonable satisfaction of the
4department 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
6the foreign corporation's certificate of authority by issuing a certificate of revocation
7that recites each ground for revocation and the certificate's effective date. The
8department shall file the original certificate and serve a copy on the foreign
9corporation under s. 181.1510.
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(c) 1. If a foreign corporation's certificate of authority is revoked, the
11department shall reinstate the certificate of authority if the foreign corporation does
12all of the following within 6 months after the effective date of the certificate of
13revocation:
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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
16$500, whichever is less.
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2. A reinstatement under this paragraph shall relate back to and take effect
18as of the effective date of the revocation, and the foreign corporation may resume
19carrying on its business as if the revocation never occurred.
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20(3) Effect of revocation. The authority of a foreign corporation to transact
21business in this state, ends on the date shown on the certificate revoking its
22certificate of authority.
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23(4) Service on corporation after revocation. If the department or a court
24revokes a foreign corporation's certificate of authority, the foreign corporation may
25be served under s. 181.1510 (3) and (4) or the foreign corporation's registered agent
1may be served until the registered agent's authority is terminated, in any civil,
2criminal, administrative or investigatory proceeding based on a cause of action
3which arose while the foreign corporation was authorized to transact business in this
4state.
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5(5) Authority of registered agent. Revocation of a foreign corporation's
6certificate of authority does not terminate the authority of its registered agent.
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7181.1532 Appeal from revocation. (1) Right to appeal. A foreign
8corporation may appeal the department's revocation of its certificate of authority
9under s. 181.1530 (1) to the circuit court for the county where the foreign
10corporation's principal office or, if none exists in this state, its registered office is
11located, within 30 days after service of the certificate of revocation is perfected under
12s. 181.1510. The foreign corporation shall appeal by petitioning the court to set aside
13the revocation and attaching to the petition copies of its certificate of authority and
14the department's certificate of revocation.
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15(2) Permissible remedies. The court may order the department to reinstate the
16certificate of authority or may take any other action that the court considers
17appropriate.
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18(3) Appeal of judicial decision. The court's final decision may be appealed as
19in other civil proceedings.
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20181.1533 Domestication of a foreign corporation. (1) Articles of
21domestication and certificate of authentication. (a)
In general. A foreign
22corporation may become a domestic corporation by filing articles of domestication
23under 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
25following information:
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11.
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
3comply with s. 181.0202.
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3.
A statement that the corporation has adopted an election to domesticate in
5accordance with sub. (2).
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4.
A statement that the corporation will file, with the appropriate entity in the
7jurisdiction where the foreign corporation is organized, articles of dissolution or an
8equivalent document having the effect of terminating the corporation's existence as
9a 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
11import authenticated by the secretary of state or other official having custody of
12corporate records in the state or country under whose law the domesticating
13corporation is incorporated. The certificate or document shall include the
14corporation's name and date of incorporation, and shall be dated no earlier than 60
15days before its delivery.
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16(2) Election to domesticate. An election by a foreign corporation to become
17a domestic corporation shall be adopted in the same manner as is required, under the
18law of the jurisdiction where the domesticating corporation is organized, for a merger
19of that corporation into a domestic corporation.
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20(3) Effect of domestication. When a domestication under this section takes
21effect, s. 181.1106 applies to the domesticating corporation as if the domesticating
22corporation had merged with a newly incorporated domestic corporation, with the
23domesticating corporation being the surviving corporation.
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24(4) Effective date of domestication. A domestication under this section takes
25effect on the effective date of the articles of domestication under sub. (1). The
1department shall establish the date of incorporation of a domesticating corporation
2on its records from the information supplied in the certificate of authentication filed
3under sub. (1) (c).
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4(5) Notice of effective date of filing in foreign jurisdiction. (a) Within 60
5days of the effective date of the filing described under sub. (1) (b) 4., the corporation
6shall file with the department a notice indicating the effective date of that filing in
7the foreign jurisdiction.
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(b) Failure of the domesticating corporation to file the notice under par. (a) does
9not affect the validity of a domestication under this section. A domesticating
10corporation that fails to file the notice within the time required under par. (a) may
11be required to forfeit not more than $100. Each day of continued violation constitutes
12a separate offense.
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Subchapter XVI
14
Records and reports
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15181.1601 Corporate records. (1) Minutes and records of action. A
16corporation shall keep as permanent records minutes of all meetings of its members
17and board, a record of all actions taken by the members or directors without a
18meeting, and a record of all actions taken by committees of the board as authorized
19under s. 181.0825.
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20(2) Accounting records. A corporation shall maintain appropriate accounting
21records.
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22(3) Membership records. A corporation or its agent shall maintain a record of
23its members in a form that permits preparation of a list of the name and address of
24all members, in alphabetical order by class, showing the number of votes each
25member is entitled to cast.
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1(4) Form. A corporation shall maintain its records in written form or in another
2form capable of conversion into written form within a reasonable time.
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3(5) Copies at principal office. A corporation shall keep a copy of all of the
4following 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
7effect.
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(c) Resolutions adopted by its board relating to the characteristics,
9qualifications, rights, limitations and obligations of members or any class or category
10of members.
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(d) The minutes of all meetings of members and records of all actions approved
12by the members for the past 3 years.
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(e) The financial statements furnished for the past 3 years under s. 181.1620.
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(f) A list of the names and business or home addresses of its current directors
15and officers.
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(g) Its most recent annual report delivered to the department under s.
17181.1622.
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18181.1602 Inspection of records by members. (1) Records at principal
19office. Subject to s. 181.1603 (3), a member is entitled to inspect and copy, at a
20reasonable time and location specified by the corporation, any of the records of the
21corporation described in s. 181.1601 (5) if the member gives the corporation written
22notice or a written demand at least 5 business days before the date on which the
23member wishes to inspect and copy.
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24(2) Other records that may be inspected. A member is entitled to inspect and
25copy, at a reasonable time and reasonable location specified by the corporation, any
1of the following records of the corporation if the member meets the requirements of
2sub. (3) and gives the corporation written notice at least 5 business days before the
3date on which the member wishes to inspect and copy:
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(a) Excerpts from any records required to be maintained under s. 181.1601 (1),
5to the extent not subject to inspection under sub. (1).
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(b) Accounting records of the corporation.
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(c) Subject to s. 181.1605, the membership list.
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8(3) When other records may be inspected. A member may inspect and copy
9the records identified in sub. (2) only if all of the following apply:
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(a) The member's demand is made in good faith and for a proper purpose.
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(b) The member describes with reasonable particularity the purpose and the
12records the member desires to inspect.
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(c) The records are directly connected with this purpose.
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14(4) Applicability. This section does not affect any of the following:
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(a) The right of a member to inspect records under s. 181.0720 or, if the member
16is in litigation with the corporation, to the same extent as any other litigant.
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(b) The power of a court, independently of this chapter, to compel the production
18of corporate records for examination.