SB423,53,5 3(4) Powers of courts and attorney general. This section does not impair the
4rights and powers of the courts or the attorney general of this state with respect to
5any corporation.
SB423,53,9 6181.0330 Offer and sale of securities. A corporation or a foreign corporation
7may not offer or sell any of its securities in this state, unless the securities are
8registered under ch. 551 or unless the securities or the offer or sale of the securities
9is exempt from registration under ch. 551.
SB423,53,1110 Subchapter IV
11 Name
SB423,53,13 12181.0401 Corporate name. (1) General requirements. (a) The corporate
13name of a corporation:
SB423,53,1614 1. Shall contain the word "corporation", "incorporated", "company" or "limited"
15or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like
16import in another language, except as provided in par. (b).
SB423,53,1917 2. May not contain language stating or implying that the corporation is
18organized for a purpose other than that permitted by s. 181.0301 and its articles of
19incorporation.
SB423,53,2120 (b) A corporation in existence on the effective date of this paragraph .... [revisor
21inserts date], need not change its name to comply with par. (a) 1.
SB423,53,24 22(2) Distinguishability. (a) Except as provided in subs. (3) and (4), the corporate
23name of a domestic corporation must be distinguishable upon the records of the
24department from all of the following names:
SB423,54,2
11. The corporate name of a domestic corporation or a foreign corporation
2authorized to transact business in this state.
SB423,54,43 2. The corporate name of a stock corporation or a foreign stock corporation
4authorized to transact business in this state.
SB423,54,65 3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183
6or 185.
SB423,54,97 4. The corporate name of a dissolved corporation or stock corporation that has
8retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3),
9respectively.
SB423,54,1110 5. The fictitious name adopted by a foreign corporation or a foreign stock
11corporation authorized to transact business in this state.
SB423,54,1312 6. The name of a limited partnership formed under the laws of, or registered
13in, this state.
SB423,54,1514 7. The name of a cooperative association incorporated or authorized to transact
15business in this state.
SB423,54,1716 8. The name of a limited liability company organized under the laws of, or
17registered in, this state.
SB423,54,1918 9. The name of a limited liability partnership formed under the laws of, or
19registered in, this state.
SB423,54,2420 (b) The corporate name of a corporation is not distinguishable from a name
21referred to in par. (a) 1. to 9. if the only difference between it and the other name is
22the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words
23"limited partnership", "limited liability partnership", "cooperative" or "limited
24liability company" or an abbreviation of these words.
SB423,55,4
1(3) Application to use nondistinguishable name. A corporation may apply to
2the department for authorization to use a name that is not distinguishable upon the
3records of the department from one or more of the names described in sub. (2). The
4department shall authorize use of the name applied for if any of the following occurs:
SB423,55,95 (a) The other corporation or the foreign corporation, limited liability company,
6stock corporation, limited partnership, limited liability partnership or cooperative
7association consents to the use in writing and submits an undertaking in a form
8satisfactory to the department to change its name to a name that is distinguishable
9upon the records of the department from the name of the applicant.
SB423,55,1210 (b) The applicant delivers to the department a certified copy of a final judgment
11of a court of competent jurisdiction establishing the applicant's right to use the name
12applied for in this state.
SB423,55,16 13(4) Corporate reorganizations. A corporation may use the name, including
14the fictitious name, that is used in this state by another domestic or foreign
15corporation or stock corporation authorized to transact business in this state if the
16corporation proposing to use the name has done any of the following:
SB423,55,1717 (a) Merged with the other domestic or foreign corporation or stock corporation.
SB423,55,1918 (b) Been formed by reorganization of the other domestic or foreign corporation
19or stock corporation.
SB423,55,2120 (c) Acquired all or substantially all of the assets, including the corporate name,
21of the other domestic or foreign corporation or stock corporation.
SB423,56,8 22181.0402 Reserved name. (1) Reservation of names. A person may reserve
23the exclusive use of a corporate name, including a fictitious name for a foreign
24corporation whose corporate name is not available, by delivering an application to
25the department for filing or by making a telephone application. The application shall

1include the name and address of the applicant and the name proposed to be reserved.
2If the department finds that the corporate name applied for under this subsection is
3available, the department shall reserve the name for the applicant's exclusive use for
4a 120-day period, which may be renewed by the applicant or a transferee under sub.
5(2) from time to time. If an application to reserve a name or to renew a reserved name
6is made by telephone, the department shall cancel the reservation or renewal if the
7department does not receive the fee required under s. 181.0122 (1) (e) or (f) within
815 business days after the application is made.
SB423,56,12 9(2) Transfer of reserved name. A person who has the right to exclusive use
10of a reserved corporate name under sub. (1) may transfer the reservation to another
11person by delivering to the department a written and signed notice of the transfer
12that states the name and address of the transferee.
SB423,56,17 13181.0403 Registered name. (1) By foreign corporation. (a) A foreign
14corporation may register its corporate name if the name is distinguishable upon the
15records of the department from the names described in s. 181.1506 (2) and if the
16foreign corporation delivers to the department for filing an application complying
17with par. (b).
SB423,56,2018 (b) A foreign corporation's application to register a corporate name shall be
19accompanied by a certificate of status or similar document from the state or country
20of incorporation and shall include all of the following information:
SB423,56,2121 1. The foreign corporation's corporate name.
SB423,56,2222 2. The state or country and the date of its incorporation.
SB423,56,2323 3. The street address of its principal office.
SB423,57,324 (c) The registration expires December 31. The foreign corporation may renew
25its registration by delivering to the department for filing a renewal application,

1which complies with par. (b), between October 1 and December 31 of each year that
2the registration is in effect. The renewal application when filed renews the
3registration for the next year.
SB423,57,9 4(2) Merger, name change or dissolution. (a) A corporation may, upon merger,
5change of name or dissolution, register its corporate name for no more than 10 years
6by delivering to the department for filing an application, executed by the corporation,
7simultaneously with the delivery for filing of the articles of merger, the articles of
8dissolution, or the articles of amendment or the restated articles of incorporation
9that change the corporate name.
SB423,57,1310 (b) A foreign corporation may, upon change of name, register its corporate name
11for no more than 10 years by delivering to the department for filing an application,
12executed by the foreign corporation, simultaneously with the delivery for filing of an
13application for an amended certificate of authority that changes the corporate name.
SB423,57,15 14(3) Effective date. A corporate name is registered under sub. (1) or (2) for the
15applicant's exclusive use on the effective date of the application.
SB423,57,19 16(3m) Transfer of registered name. A person who has the right to exclusive
17use of a registered name under sub. (1) or (2) may transfer the registration to another
18person by delivering to the department a written and signed notice of the transfer
19that states the name and address of the transferee.
SB423,58,2 20(4) Termination of registered name. (a) A foreign corporation whose
21registration is effective under sub. (1) may thereafter apply for a certificate of
22authority under the registered name or consent in writing to the use of that name
23by a domestic corporation thereafter incorporated under this chapter or by another
24foreign corporation thereafter authorized to transact business in this state. The
25registration terminates when the domestic corporation is incorporated or the foreign

1corporation obtains a certificate of authority or consents to another foreign
2corporation obtaining a certificate of authority under the registered name.
SB423,58,83 (b) The holder of a registration effective under sub. (2) may thereafter
4incorporate as a domestic corporation or obtain a certificate of authority under the
5registered name or consent in writing to use of that name by a domestic corporation
6thereafter incorporated under this chapter or by a foreign corporation thereafter
7authorized to transact business in this state. The registration terminates when any
8of the following occurs:
SB423,58,109 1. The holder incorporates as a domestic corporation or obtains a certificate of
10authority under the registered name.
SB423,58,1211 2. The domestic corporation that has consent to use the registered name is
12incorporated.
SB423,58,1413 3. The holder consents to another foreign corporation obtaining a certificate of
14authority under the registered name.
SB423,58,1615 Subchapter V
16 Office and agent
SB423,58,20 17181.0501 Registered office and registered agent. Each corporation shall
18continuously maintain in this state a registered office and registered agent. The
19registered office may, but need not, be the same as any of its places of business. The
20registered agent shall be any of the following:
SB423,58,22 21(1) Individuals. An individual who resides in this state and whose business
22office is identical with the registered office.
SB423,58,25 23(2) Domestic entities. A domestic corporation, stock corporation or limited
24liability company, incorporated or organized in this state, whose business office is
25identical with the registered office.
SB423,59,3
1(3) Foreign entities. A foreign corporation, stock corporation or limited
2liability company, authorized to transact business in this state, whose business office
3is identical with the registered office.
SB423,59,6 4181.0502 Change of registered office or registered agent. (1) Methods
5of changing office or agent.
A corporation may change its registered office or
6registered agent, or both, by doing any of the following:
SB423,59,77 (a) Delivering to the department for filing a statement of change.
SB423,59,108 (b) Including the name of its registered agent and the street address of its
9registered office, as changed, in articles of amendment to its articles of incorporation,
10in a restatement of its articles of incorporation or in articles of merger.
SB423,59,1411 (c) If a domestic corporation, including the name of its registered agent and the
12street address of its registered office, as changed, in its annual report under s.
13181.1622. A change under this paragraph is effective on the date on which the
14annual report is filed by the department.
SB423,59,16 15(2) Contents of statement of change. Except as provided in sub. (3), a
16statement of change shall include all of the following information:
SB423,59,1817 (a) The name of the corporation and, if applicable, a statement that the
18corporation is incorporated under this chapter.
SB423,59,1919 (b) The name of its registered agent, as changed.
SB423,59,2020 (c) The street address of its registered agent, as changed.
SB423,59,2221 (d) A statement that after the change or changes are made, the street addresses
22of its registered office and the business office of its registered agent will be identical.
SB423,60,3 23(3) Registered agent change of address. If a registered agent changes the
24street address of his or her business office, he or she may change the street address
25of the registered office of any corporation for which he or she is the registered agent

1by notifying the corporation in writing of the change and by signing, either manually
2or in facsimile, and delivering to the department for filing a statement that complies
3with sub. (2) and recites that the corporation has been notified of the change.
SB423,60,7 4181.0503 Resignation of registered agent. (1) Statement of resignation.
5The registered agent of a corporation may resign by signing and delivering to the
6department for filing a statement of resignation that includes all of the following
7information:
SB423,60,88 (a) The name of the corporation for which the registered agent is acting.
SB423,60,99 (b) The name of the registered agent.
SB423,60,1110 (c) The street address of the corporation's current registered office and its
11principal office.
SB423,60,1212 (d) A statement that the registered agent resigns.
SB423,60,1313 (e) If applicable, a statement that the registered office is also discontinued.
SB423,60,15 14(2) Notice to corporation. After filing the statement, the department shall
15mail a copy to the corporation at its principal office.
SB423,60,17 16(3) Effective date. The resignation is effective and, if applicable, the
17registered office is discontinued on the earlier of the following:
SB423,60,1918 (a) Sixty days after the department receives the statement of resignation for
19filing.
SB423,60,2120 (b) The date on which the appointment of a successor registered agent is
21effective.
SB423,60,24 22181.0504 Service on corporation. (1) Registered agent. A corporation's
23registered agent is the corporation's agent for service of process, notice or demand
24required or permitted by law to be served on the corporation.
SB423,61,5
1(2) By mail. Except as provided in sub. (3), if a corporation has no registered
2agent or the agent cannot with reasonable diligence be served, the corporation may
3be served by registered or certified mail, return receipt requested, addressed to the
4corporation at its principal office. Service is perfected under this subsection at the
5earliest of the following:
SB423,61,66 (a) The date on which the corporation receives the mail.
SB423,61,77 (b) The date shown on the return receipt, if signed on behalf of the corporation.
SB423,61,98 (c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
9addressed.
SB423,61,14 10(3) By publication. (a) Except as provided in par. (b), if the address of the
11corporation's principal office cannot be determined from the records held by the
12department, the corporation may be served by publishing a class 3 notice, under ch.
13985, in the community where the corporation's principal office or registered office,
14as most recently designated in the records of the department, is located.
SB423,61,1815 (b) If a process, notice or demand is served by the department on a corporation
16under s. 181.1421 and the address of the corporation's principal office cannot be
17determined from the records of the department, the corporation may be served by
18publishing a class 2 notice, under ch. 985, in the official state newspaper.
SB423,61,21 19(4) 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 on
21a corporation in any other manner permitted by law.
SB423,61,2322 Subchapter VI
23 Members and memberships
SB423,62,3
1181.0601 Admission. (1) Criteria and procedures. The articles of
2incorporation or bylaws may establish criteria or procedures for admission of
3members.
SB423,62,5 4(2) Consent required. A person may not be admitted as a member without the
5person's consent.
SB423,62,9 6181.0602 Consideration and certificates. Except as provided in its articles
7of incorporation or bylaws, a corporation may admit members for no consideration
8or for such consideration as is determined by the board. A corporation may issue
9certificates evidencing membership in the corporation.
SB423,62,11 10181.0603 No requirement of members. A corporation is not required to
11have members.
SB423,62,17 12181.0610 Differences in rights and obligations of members. All members
13shall have the same rights and obligations with respect to voting, dissolution,
14redemption and transfer, unless the articles of incorporation or bylaws establish
15classes of membership with different rights or obligations. All members shall have
16the same rights and obligations with respect to any other matters, except as set forth
17in or authorized by the articles of incorporation or bylaws.
SB423,62,20 18181.0611 Transfers. (1) When authorized. Except as set forth in or
19authorized by the articles of incorporation or bylaws, a member of a corporation may
20not transfer a membership or any right arising from a membership.
SB423,62,24 21(2) Adoption of restrictions. If transfer rights have been provided, no
22restriction on them shall be binding with respect to a member holding a membership
23issued before the adoption of the restriction unless the restriction is approved by the
24members and the affected member.
SB423,63,3
1181.0612 Member's liability to 3rd parties. A member of a corporation is
2not, as a member, personally liable for the acts, debts, liabilities or obligations of the
3corporation.
SB423,63,7 4181.0613 Member's liability for dues, assessments and fees. A member
5may become liable to the corporation for dues, assessments or fees. An article of
6incorporation or bylaw provision or a resolution adopted by the board authorizing or
7imposing dues, assessments or fees does not, of itself, create liability.
SB423,63,11 8181.0614 Creditor's action against member. (1) Final judgment required.
9A proceeding may not be brought by a creditor to reach the liability, if any, of a
10member under s. 181.0613 to the corporation unless final judgment has been
11rendered in favor of the creditor against the corporation.
SB423,63,15 12(2) Intervention and joinder. A creditor of the corporation, with or without
13reducing the creditor's claim to judgment, may intervene in a creditor's proceeding
14brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any
15member who owes an amount to the corporation may be joined in the proceeding.
SB423,63,19 16181.0620 Termination, expulsion and suspension. (1) Termination of
17membership.
Unless otherwise provided in the articles of incorporation, membership
18shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all
19of the rights of the member in the corporation or in its property shall cease.
SB423,63,25 20(2) Expulsion and suspension. Members may be suspended or expelled in the
21manner provided in the articles of incorporation, or in the bylaws, if the articles so
22provide. If no provision is made in the articles of incorporation, a member may be
23expelled, or suspended for a specific period of time, by an affirmative vote of
24two-thirds of the members entitled to vote, or of two-thirds of the directors if there
25are no members entitled to vote.
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