SB423: Bill Text

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:

SB423,150,23 (a) The foreign corporation fails to file its annual report with the department within 4 months after it is due.

SB423,150,25 (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.

SB423,151,2 (c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.

SB423,151,6 (d) The foreign corporation does not inform the department under s. 181.1508 or 181.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.

SB423,151,7 (e) The foreign corporation obtained its certificate of authority through fraud.

SB423,151,11 (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger.

SB423,151,16 (1m) Mandatory revocation by department. If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall issue a certificate of revocation under s. 181.1531 (2) (b).

SB423,151,20 (2) Revocation by a court. A court may revoke, under s. 946.87, the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department of the action, and the department shall issue a certificate of revocation under s. 181.1531 (2) (b).

SB423,151,25 181.1531 Procedure for and effect of revocation. (1) Notice of proceeding by department. If the department determines that one or more grounds exist under s. 181.1530 (1) for revocation of a certificate of authority, the department shall serve the foreign corporation under s. 181.1510 with written notice of the determination.

SB423,152,4 (2) Cure, revocation and reinstatement. (a) Within 60 days after service of the notice is perfected under s. 181.1510, the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

SB423,152,9 (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by issuing a certificate of revocation that recites each ground for revocation and the certificate's effective date. The department shall file the original certificate and serve a copy on the foreign corporation under s. 181.1510.

SB423,152,13 (c) 1. If a foreign corporation's certificate of authority is revoked, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:

SB423,152,14 a. Corrects each ground for revocation.

SB423,152,16 b. Pays any fees or penalties due the department under s. 181.1502 (4) (a) or $500, whichever is less.

SB423,152,19 2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.

SB423,152,22 (3) Effect of revocation. The authority of a foreign corporation to transact business in this state, ends on the date shown on the certificate revoking its certificate of authority.

SB423,153,4 (4) Service on corporation after revocation. If the department or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under s. 181.1510 (3) and (4) or the foreign corporation's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

SB423,153,6 (5) Authority of registered agent. Revocation of a foreign corporation's certificate of authority does not terminate the authority of its registered agent.

SB423,153,14 181.1532 Appeal from revocation. (1) Right to appeal. A foreign corporation may appeal the department's revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none exists in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 181.1510. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's certificate of revocation.

SB423,153,17 (2) Permissible remedies. The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.

SB423,153,19 (3) Appeal of judicial decision. The court's final decision may be appealed as in other civil proceedings.

SB423,153,23 181.1533 Domestication of a foreign corporation. (1) Articles of domestication and certificate of authentication. (a) In general. A foreign corporation may become a domestic corporation by filing articles of domestication under par. (b) and a certificate of authentication under par. (c).

SB423,153,25 (b) Articles of domestication. Articles of domestication shall contain all of the following information:

SB423,154,1 1. The name of the corporation, which shall comply with s. 181.0401.

SB423,154,3 2. The text of restated articles of incorporation of the corporation, which shall comply with s. 181.0202.

SB423,154,5 3. A statement that the corporation has adopted an election to domesticate in accordance with sub. (2).

SB423,154,9 4. A statement that the corporation will file, with the appropriate entity in the jurisdiction where the foreign corporation is organized, articles of dissolution or an equivalent document having the effect of terminating the corporation's existence as a corporation organized under the laws of that jurisdiction.

SB423,154,15 (c) Certificate of authentication. 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 the domesticating corporation is incorporated. The certificate or document shall include the corporation's name and date of incorporation, and shall be dated no earlier than 60 days before its delivery.

SB423,154,19 (2) Election to domesticate. An election by a foreign corporation to become a domestic corporation shall be adopted in the same manner as is required, under the law of the jurisdiction where the domesticating corporation is organized, for a merger of that corporation into a domestic corporation.

SB423,154,23 (3) Effect of domestication. When a domestication under this section takes effect, s. 181.1106 applies to the domesticating corporation as if the domesticating corporation had merged with a newly incorporated domestic corporation, with the domesticating corporation being the surviving corporation.

SB423,155,3 (4) Effective date of domestication. A domestication under this section takes effect on the effective date of the articles of domestication under sub. (1). The department shall establish the date of incorporation of a domesticating corporation on its records from the information supplied in the certificate of authentication filed under sub. (1) (c).

SB423,155,7 (5) Notice of effective date of filing in foreign jurisdiction. (a) Within 60 days of the effective date of the filing described under sub. (1) (b) 4., the corporation shall file with the department a notice indicating the effective date of that filing in the foreign jurisdiction.

SB423,155,12 (b) Failure of the domesticating corporation to file the notice under par. (a) does not affect the validity of a domestication under this section. A domesticating corporation that fails to file the notice within the time required under par. (a) may be required to forfeit not more than $100. Each day of continued violation constitutes a separate offense.

SB423,155,14 Subchapter XVI Records and reports

SB423,155,19 181.1601 Corporate records. (1) Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under s. 181.0825.

SB423,155,21 (2) Accounting records. A corporation shall maintain appropriate accounting records.

SB423,155,25 (3) Membership records. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

SB423,156,2 (4) Form. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

SB423,156,4 (5) Copies at principal office. A corporation shall keep a copy of all of the following records at its principal office:

SB423,156,5 (a) Its articles of incorporation and all amendments to them currently in effect.

SB423,156,7 (b) Its bylaws or restated bylaws and all amendments to them currently in effect.

SB423,156,10 (c) Resolutions adopted by its board relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.

SB423,156,12 (d) The minutes of all meetings of members and records of all actions approved by the members for the past 3 years.

SB423,156,13 (e) The financial statements furnished for the past 3 years under s. 181.1620.

SB423,156,15 (f) A list of the names and business or home addresses of its current directors and officers.

SB423,156,17 (g) Its most recent annual report delivered to the department under s. 181.1622.

SB423,156,23 181.1602 Inspection of records by members. (1) Records at principal office. Subject to s. 181.1603 (3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in s. 181.1601 (5) if the member gives the corporation written notice or a written demand at least 5 business days before the date on which the member wishes to inspect and copy.

SB423,157,3 (2) Other records that may be inspected. A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of sub. (3) and gives the corporation written notice at least 5 business days before the date on which the member wishes to inspect and copy:

SB423,157,5 (a) Excerpts from any records required to be maintained under s. 181.1601 (1), to the extent not subject to inspection under sub. (1).

SB423,157,6 (b) Accounting records of the corporation.

SB423,157,7 (c) Subject to s. 181.1605, the membership list.

SB423,157,9 (3) When other records may be inspected. A member may inspect and copy the records identified in sub. (2) only if all of the following apply: