AB854,331 8Section 331. 180.1302 (1) (b) of the statutes is amended to read:
AB854,254,119 180.1302 (1) (b) Consummation of a plan of share interest exchange if the
10issuer corporation's shares will be acquired, and the shareholder or the shareholder
11holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.
AB854,332 12Section 332 . 180.1330 (2) of the statutes is amended to read:
AB854,254,1813 180.1330 (2) The corporation shall bring the special proceeding in the circuit
14court for the county where its principal office or, if none in this state, its registered
15office is located. If the corporation is a foreign corporation without a registered office
16in this state, it shall bring the special proceeding in the county in this state in which
17was located the registered office of the issuer corporation that merged with or whose
18shares interests were acquired by the foreign corporation.
AB854,333 19Section 333. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:
AB854,255,220 180.1407 (1) (intro.) A dissolved corporation may publish notice of its
21dissolution and request that persons with claims, whether known or unknown,
22against the corporation or its directors, officers or shareholders, in their capacities
23as such, present them in accordance with the notice. The notice shall be published
24as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county
25in this state where the dissolved corporation's principal office or, if none in this state,

1in the county where its registered office is or was last located. The notice shall
2include all of the following:
AB854,255,43 (b) A statement that the claim must be in writing and provide a mailing address
4where the claim may is to be sent.
AB854,334 5Section 334 . 180.1421 (1) of the statutes is amended to read:
AB854,255,106 180.1421 (1) If the department determines that one or more grounds exist
7under s. 180.1420 for dissolving a corporation, the department shall may give the
8corporation under s. 180.0141 notice of the determination. Notwithstanding s.
9180.0141 (2) (b), (3), and (4), the
The notice shall be in writing and addressed to the
10registered office agent of the corporation.
AB854,335 11Section 335. 180.1421 (2) of the statutes is amended to read:
AB854,255,1612 180.1421 (2) (a) Within 60 days after the notice takes effect under s. 180.0141
13(5) (a), the corporation shall, with respect to each ground for dissolution, either
14correct each such ground for dissolution or demonstrate to the reasonable
15satisfaction of the department that each such ground determined by the department
16does not exist.
AB854,255,2417 (b) If the corporation fails to satisfy par. (a), the department shall may
18administratively dissolve the corporation. The department shall enter by entering
19a notation in its the department's records to reflect each ground for dissolution and
20the effective date of the dissolution and. The department shall give the corporation
21under s. 180.0141 notice of those facts. Notwithstanding s. 180.0141 (2) (b), (3), and
22(4), the
each ground for dissolution and the effective date of the dissolution. The
23notice shall be in writing and addressed to the registered office agent of the
24corporation.
AB854,336 25Section 336 . 180.1421 (2m) (a) of the statutes is amended to read:
AB854,256,5
1180.1421 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the
2department as undeliverable, the department shall again give notice to the
3corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and
4except
Except as provided under par. (b), the notice under this paragraph shall be in
5writing and addressed to the principal office of the corporation.
AB854,337 6Section 337 . 180.1421 (5) of the statutes is created to read:
AB854,256,87 180.1421 (5) The administrative dissolution of a corporation does not
8terminate the authority of its registered agent.
AB854,338 9Section 338 . 180.1422 (3) of the statutes is amended to read:
AB854,256,1310 180.1422 (3) When the reinstatement becomes effective, it shall, except as
11provided in sub. (4) (b),
relate back to and take effect as of the effective date of the
12administrative dissolution, and the corporation may resume carrying on its business
13as if the administrative dissolution had never occurred.
AB854,339 14Section 339 . 180.1422 (4) of the statutes is created to read:
AB854,256,1615 180.1422 (4) When reinstatement under this section is effective, all of the
16following rules apply:
AB854,256,1817 (a) Except as provided in par. (b), the corporation's period of duration continues
18as if the dissolution had never occurred.
AB854,256,2119 (b) The rights of a person arising out of an act or omission in reliance on the
20dissolution before the person knew or had notice of the reinstatement are not
21affected.
AB854,340 22Section 340 . 180.1423 (2) of the statutes is amended to read:
AB854,257,423 180.1423 (2) The corporation may appeal the denial of reinstatement to the
24circuit court for the county where the corporation's principal office or, if none in this
25state, its registered office is located, within 30 days after service of the notice of denial

1is perfected effective under s. 180.0141 (5) (a). The corporation shall appeal by
2petitioning the court to set aside the dissolution and attaching to the petition copies
3of the department's certificate of dissolution, the corporation's application for
4reinstatement and the department's notice of denial.
AB854,341 5Section 341 . 180.1503 (1) (e) of the statutes is amended to read:
AB854,257,76 180.1503 (1) (e) The address of its registered office in this state and the name
7and e-mail address of its registered agent at that office.
AB854,342 8Section 342 . 180.1506 (2) (a) 1. of the statutes is repealed and recreated to
9read:
AB854,257,1210 180.1506 (2) (a) 1. Any name of an existing person whose formation required
11the filing of a record by the department and which is not at the time administratively
12dissolved.
AB854,343 13Section 343 . 180.1506 (2) (a) 2. of the statutes is amended to read:
AB854,257,1714 180.1506 (2) (a) 2. A corporate Any name reserved or registered under s.
15178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403 ,
16183.0113, or 183.0114 or other law of this state providing for the reservation or
17registration of a name by a filing of a record by the department
.
AB854,344 18Section 344 . 180.1506 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.
AB854,345 19Section 345 . 180.1506 (2) (a) 9. of the statutes is amended to read:
AB854,257,2220 180.1506 (2) (a) 9. The Any name of a limited liability partnership formed
21under the laws of, or registered in, this state
whose statement of qualification is in
22effect
.
AB854,346 23Section 346. 180.1506 (2) (b) of the statutes is amended to read:
AB854,258,424 180.1506 (2) (b) The corporate name of a foreign corporation is not
25distinguishable from a name referred to in par. (a) 1. to 9. if the only difference

1between it and the other name is the inclusion or absence of a word or words referred
2to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “registered limited
3liability partnership,"
“limited liability partnership", “cooperative" or “limited
4liability company" or an abbreviation of these words.
AB854,347 5Section 347 . 180.1506 (3) (a) of the statutes is amended to read:
AB854,258,136 180.1506 (3) (a) The other foreign corporation or the domestic corporation,
7limited liability company, nonprofit or nonstock corporation, limited partnership,
8limited liability partnership, registered foreign limited liability partnership, general
9cooperative association, or unincorporated limited cooperative association consents
10to the use in writing and submits an undertaking in a form satisfactory to the
11department to change its name to a name that is distinguishable upon the records
12of the department from the name of the applicant, or to cancel the registration or
13reservation
.
AB854,348 14Section 348 . 180.1506 (3m) of the statutes is created to read:
AB854,258,2315 180.1506 (3m) In determining whether a name is the same as or not
16distinguishable on the records of the department from the name of another person,
17words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
18“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
19partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
20partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
21“limited liability company," “LLC," “cooperative association," or “cooperative," or a
22variation of these abbreviations that differs only with respect to capitalization of
23letters or punctuation, may not be taken into account.
AB854,349 24Section 349 . 180.1506 (4) (intro.), (a) and (b) of the statutes are amended to
25read:
AB854,259,7
1180.1506 (4) (intro.) A foreign corporation may use in this state the name,
2including the fictitious name, that is used in this state by a domestic corporation or
3another foreign corporation authorized to transact business in this state, or by a
4limited liability company, nonprofit or nonstock corporation, limited partnership,
5limited liability partnership, foreign limited liability partnership, general
6cooperative association, or limited cooperative association,
if the foreign corporation
7proposing to use the name has done any of the following:
AB854,259,88 (a) Merged with the other domestic corporation or foreign corporation entity.
AB854,259,109 (b) Been formed by reorganization of the other domestic corporation or foreign
10corporation
entity.
AB854,350 11Section 350 . 180.1507 of the statutes is renumbered 180.1507 (1m), and
12180.1507 (1m) (intro.) and (c), as renumbered, are amended to read:
AB854,259,2013 180.1507 (1m) (intro.) Each foreign corporation authorized to transact
14business in this state shall continuously designate and maintain in this state a
15registered office agent and registered agent office in this state. The designation of
16a registered agent is an affirmation of the fact by the corporation that the agent has
17consented to serve
. The registered office may, but need not, be the same as any of its
18the corporation's places of business. The registered office must be an actual physical
19location with a street address and not solely a post office box, mailbox service, or
20telephone answering service.
The registered agent shall be any of the following:
AB854,259,2421 (c) A foreign corporation, nonprofit or nonstock corporation, limited
22partnership, registered limited liability partnership, or limited liability company if
23that entity is
authorized to transact business in this state, whose and the entity's
24business office is identical with the registered office.
AB854,351 25Section 351 . 180.1507 (2m) and (3m) of the statutes are created to read:
AB854,260,2
1180.1507 (2m) A registered agent for a foreign corporation must have an
2e-mail address and a place of business in this state.
AB854,260,4 3(3m) The only duties under this chapter of a registered agent that has complied
4with this chapter are the following:
AB854,260,75 (a) To forward to the foreign corporation at the address most recently supplied
6to the agent by the foreign corporation any process, notice, or demand pertaining to
7the foreign corporation which is served on or received by the agent.
AB854,260,108 (b) If the registered agent resigns, to provide the notice required by s. 180.1509
9to the foreign corporation at the address most recently supplied to the agent by the
10foreign corporation.
AB854,260,1211 (c) To keep current the information with respect to the agent in the foreign
12corporation's certificate of authority.
AB854,352 13Section 352 . 180.1508 (1) (intro.) of the statutes is amended to read:
AB854,260,1714 180.1508 (1) (intro.) A foreign corporation authorized to transact business in
15this state may change its registered office or registered agent, or both, by delivering
16to the department for filing a statement of change that, except as provided in sub.
17(2), includes
states all of the following:
AB854,353 18Section 353 . 180.1508 (1) (a) and (b) of the statutes are repealed.
AB854,354 19Section 354 . 180.1508 (1) (d) of the statutes is amended to read:
AB854,260,2120 180.1508 (1) (d) The name of its registered agent, as changed the e-mail
21address, and the street address of its registered office, as changed
.
AB854,355 22Section 355 . 180.1508 (1) (e) of the statutes is created to read:
AB854,260,2423 180.1508 (1) (e) The information that is to be in effect as a result of the filing
24of the statement of change.
AB854,356 25Section 356 . 180.1508 (1) (f) of the statutes is repealed.
AB854,357
1Section 357. 180.1508 (1g) of the statutes is created to read:
AB854,261,42 180.1508 (1g) A foreign corporation authorized to transact business in this
3state may also change its registered office or registered agent, or both, by doing any
4of the following:
AB854,261,75 (a) Including the name of its registered agent, the e-mail address, and the
6street address of its registered office, as changed, in an amended certificate of
7authority.
AB854,261,118 (b) Including the name of its registered agent, the e-mail address, and the
9street address of its registered office, as changed, in its annual report under s.
10180.1622 or 180.1921. A change under this paragraph is effective on the date the
11annual report is filed by the department.
AB854,358 12Section 358 . 180.1508 (1m) and (1r) of the statutes are created to read:
AB854,261,1513 180.1508 (1m) A statement of change under this section designating a new
14registered agent is an affirmation of fact by the foreign corporation that the agent
15has consented to serve.
AB854,261,17 16(1r) As an alternative to using the procedure in this section, a foreign
17corporation may amend its certificate of authority.
AB854,359 18Section 359 . 180.1508 (2) of the statutes is renumbered 180.1508 (2) (intro.)
19and amended to read:
AB854,262,220 180.1508 (2) (intro.) If a registered agent changes the street address of his or
21her business office, he or she may change the street address of the registered office
22of any foreign corporation for which he or she is the registered agent by notifying the
23foreign corporation in writing of the change and by signing, either manually or in
24facsimile, and
delivering to the department for filing a statement of change that

1complies with sub. (1) and recites that the foreign corporation has been notified of
2the change. and states all of the following:
AB854,360 3Section 360 . 180.1508 (2) (a), (b) and (c) of the statutes are created to read:
AB854,262,54 180.1508 (2) (a) The name of the foreign corporation represented by the
5registered agent.
AB854,262,76 (b) The name, e-mail address, and street address of the agent as currently
7shown in the records of the department for the foreign corporation.
AB854,262,88 (c) The new name, new e-mail address, or new street address of the agent.
AB854,361 9Section 361 . 180.1508 (4) of the statutes is created to read:
AB854,262,1210 180.1508 (4) A registered agent promptly shall furnish notice to the
11represented foreign corporation of the filing by the department of the statement of
12change and the changes made by the statement.
AB854,362 13Section 362 . 180.1509 (1) (intro.), (a), (b), (c) and (d) of the statutes are
14amended to read:
AB854,262,1715 180.1509 (1) (intro.) The A registered agent of a foreign corporation may resign
16as agent for a foreign corporation by signing and delivering to the department for
17filing a statement of resignation that includes states all of the following information:
AB854,262,1818 (a) The name of the foreign corporation for which the registered agent is acting.
AB854,262,1919 (b) The name of the registered agent.
AB854,262,2120 (c) The street address of the foreign corporation's current registered office and
21its principal office to which the department will send the notice required by sub. (2).
AB854,262,2322 (d) A statement that That the registered agent resigns from serving as
23registered agent for the foreign corporation
.
AB854,363 24Section 363 . 180.1509 (4) and (5) of the statutes are created to read:
AB854,263,5
1180.1509 (4) When a statement of resignation takes effect, the registered agent
2ceases to have responsibility under this chapter for any matter thereafter tendered
3to it as agent for the foreign corporation. The resignation does not affect any
4contractual rights the foreign corporation has against the agent or that the agent has
5against the foreign corporation.
AB854,263,7 6(5) A registered agent may resign with respect to a foreign corporation whether
7or not the foreign corporation is in good standing.
AB854,364 8Section 364 . 180.1510 (4) (a) (intro.) of the statutes is amended to read:
AB854,263,149 180.1510 (4) (a) (intro.) With respect to a foreign corporation described in sub.
10(2) or (3), except as provided in par. (b), the foreign corporation may be served by
11registered or certified mail, return receipt requested, addressed to the foreign
12corporation at its principal office, as shown on the records of the department, except
13as provided in par. (b). Service is perfected under this paragraph
at the earliest of
14the following:
AB854,365 15Section 365 . 180.1520 (2) (c) of the statutes is amended to read:
AB854,263,2016 180.1520 (2) (c) A statement that whether it revokes the authority of its
17registered agent to accept service on its behalf and, in any event, that it consents to
18service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative
19or investigatory proceeding based on a cause of action arising while it was authorized
20to transact business in this state.
AB854,366 21Section 366. 180.1530 (1) (a), (d), (e) and (f) of the statutes are amended to
22read:
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