258,574
Section
574. 181.1506 (4) (intro.), (a) and (b) of the statutes are amended to read:
181.1506 (4) Corporate reorganizations. (intro.) 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, or a limited liability company, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the other corporation or stock corporation is incorporated entity is organized under or authorized to transact business in this state and the foreign corporation has done any of the following:
(a) Merged with the other domestic or foreign corporation or stock corporation entity.
(b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation entity.
258,575
Section
575. 181.1507 (intro.) of the statutes is renumbered 181.1507 (1m) and amended to read:
181.1507 (1m) Each foreign corporation shall
designate and continuously maintain in this state a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the foreign corporation that the agent has consented to serve.
(2m) The registered office may, but need not, be the same as any of its places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering services. The registered agent shall be any of the following:
258,576
Section 576
. 181.1507 (1) (title) of the statutes is repealed.
258,577
Section
577. 181.1507 (1) of the statutes is renumbered 181.1507 (2m) (a) and amended to read:
181.1507 (2m) (a) An individual
A natural person who resides in this state and whose business office is identical with the registered office.
258,578
Section 578
. 181.1507 (2) (title) of the statutes is repealed.
258,579
Section
579. 181.1507 (2) of the statutes is renumbered 181.1507 (2m) (b) and amended to read:
181.1507 (2m) (b) A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.
258,580
Section 580
. 181.1507 (3) (title) of the statutes is repealed.
258,581
Section
581. 181.1507 (3) of the statutes is renumbered 181.1507 (2m) (c) and amended to read:
181.1507 (2m) (c) A foreign corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, if that entity is authorized to transact business in this state, whose
and the entity's business office is identical with the registered office.
258,582
Section 582
. 181.1507 (3m) and (4m) of the statutes are created to read:
181.1507 (3m) A registered agent for a foreign corporation must have an e-mail address and a place of business or activity in this state.
(4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.
(b) If the registered agent resigns, to provide the notice required by s. 181.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.
(c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.
258,583
Section 583
. 181.1508 of the statutes is repealed and recreated to read:
181.1508 Change of registered agent or registered office of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following:
(a) The name of the foreign corporation.
(b) The information that is to be in effect as a result of the filing of the statement of change.
(2) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.
(3) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.
258,584
Section 584
. 181.1509 (1) (title) of the statutes is repealed.
258,585
Section
585. 181.1509 (1) (intro.), (a) and (b) of the statutes are amended to read:
181.1509 (1) (intro.) The
A registered agent of a foreign corporation may resign as agent for a foreign corporation by signing and delivering to the department for filing a statement of resignation that includes
states all of the following information:
(a) The name of the foreign corporation for which the registered agent is acting.
(b) The name of the registered agent.
258,586
Section 586
. 181.1509 (1) (bm) of the statutes is created to read:
181.1509 (1) (bm) That the agent resigns from serving as registered agent for the foreign corporation.
258,587
Section
587. 181.1509 (1) (c) of the statutes is amended to read:
181.1509 (1) (c) The street address of the foreign corporation's current registered office and its principal office foreign corporation to which the agent will send the notice required by sub. (4).
258,588
Section 588
. 181.1509 (1) (d) and (e) of the statutes are repealed.
258,589
Section 589
. 181.1509 (2) of the statutes is repealed.
258,590
Section 590
. 181.1509 (3) (title) of the statutes is repealed.
258,591
Section
591. 181.1509 (3) (intro.) of the statutes is amended to read:
181.1509 (3) (intro.) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:
258,592
Section 592
. 181.1509 (4), (5) and (6) of the statutes are created to read:
181.1509 (4) A registered agent promptly shall furnish to the foreign corporation notice in a record of the date on which a statement of resignation was filed.
(5) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.
(6) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.
258,593
Section
593. 181.1510 (title) of the statutes is amended to read:
181.1510 (title) Service of process, notice, or demand on foreign corporation.
258,594
Section 594
. 181.1510 (1) (title) of the statutes is repealed.
258,595
Section
595. 181.1510 (1) of the statutes is amended to read:
181.1510 (1) 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 A foreign corporation may be served with any process, notice, or demand required or permitted by law to be served on the foreign corporation by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4).
258,596
Section 596
. 181.1510 (2) (title) of the statutes is repealed.
258,597
Section 597
. 181.1510 (3) (title) of the statutes is repealed.
258,598
Section 598
. 181.1510 (4) (title) of the statutes is repealed.
258,599
Section
599. 181.1510 (4) (a) (intro.), 1. and 3. of the statutes are amended to read:
181.1510 (4) (a) (intro.) 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, or by similar commercial delivery service, addressed to the foreign corporation at its principal office, as shown on the records of the department
on the date of sending, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:
1. The date on which the foreign corporation receives the mail or delivery by commercial delivery service.
3. Five days after it is deposited its deposit in the U.S. mail, if mailed postpaid and correctly addressed
or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
258,600
Section
600. 181.1510 (4) (b) of the statutes is amended to read:
181.1510 (4) (b) Except as provided in s. 181.1531 (2g) (b), if If process, notice, or demand in an action cannot be served on a foreign corporation pursuant to subs. (1) to (3), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the foreign corporation if the individual served is not a plaintiff in the action. 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.
258,601
Section 601
. 181.1510 (4m) of the statutes is created to read:
181.1510 (4m) Service of process, notice, or demand on a registered agent must be in a written record.
258,602
Section 602
. 181.1510 (5) of the statutes is repealed and recreated to read:
181.1510 (5) Service of process, notice, or demand may be made by other means under law other than this chapter.
258,603
Section
603. 181.1520 (2) (c) of the statutes is amended to read:
181.1520 (2) (c) A statement that
whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also 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.
258,604
Section 604
. 181.1533 of the statutes is repealed.
258,605
Section
605. 181.1601 (5) (g) of the statutes is amended to read:
181.1601 (5) (g) Its most recent annual report delivered to the department under s. 181.1622 181.0214.
258,606
Section
606. 181.1622 (title) of the statutes is renumbered 181.0214.
258,607
Section
607. 181.1622 (1) of the statutes is repealed.
258,608
Section
608. 181.1622 (2) (title) of the statutes is repealed.
258,609
Section
609. 181.1622 (2) of the statutes is renumbered 181.0214 (2) and amended to read:
181.0214 (2) Information in the annual report
shall must be current as of the date on which the annual the report is executed on behalf of a domestic signed by the corporation or foreign corporation.
258,610
Section
610. 181.1622 (3) (title) of the statutes is repealed.
258,611
Section
611. 181.1622 (3) of the statutes is renumbered 181.0214 (3), and 181.0214 (3) (a), as renumbered, is amended to read:
181.0214 (3) (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated or domesticated under s. 181.1533 corporation's articles of incorporation became effective, during the calendar year quarter in which the anniversary date of incorporation the articles' effective date occurs.
258,612
Section
612. 181.1622 (4) (title) of the statutes is repealed.
258,613
Section
613. 181.1622 (4) of the statutes is renumbered 181.0214 (4) and amended to read:
181.0214 (4) If an annual report does not contain the information required by this section, the department promptly shall promptly notify the reporting domestic corporation or foreign corporation in writing
a record and return the report to it for correction. The notice shall comply with s. 181.0141. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the such notice
under s. 181.0141 (5), the annual report is timely filed.
258,614
Section
614. 181.1622 (5) of the statutes is repealed.
258,615
Section 615
. 182.01 (3) (intro.) of the statutes is amended to read:
182.01 (3) Name of drafter on documents. (intro.) No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share, interest exchange, conversion, or domestication, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185, 187, or 193;
no articles of organization, amended or restated articles of organization, statement of dissolution, statement of rescission of dissolution or statement of withdrawal of a statement of dissolution, articles of merger, conversion, interest exchange, or domestication, or statement of abandonment, provided for pursuant to ch. 183; no statement of qualification or amendment or cancellation of a statement of qualification under s. 178.0901 or articles of merger, interest exchange, conversion, or domestication under ch. 178; and no certificate of limited partnership, certificate of amendment, restated or amended certificate of limited partnership or certificate of cancellation
, statement of dissolution, statement of termination, or articles of merger, interest exchange, conversion, or domestication, provided for pursuant to ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: “This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:
258,616
Section 616
. Chapter 183 of the statutes is repealed and recreated to read:
CHAPTER 183
UNIFORM LIMITED LIABILITY
COMPANY law
subchapter I
general provisions
