SB566: Bill Text

SB566,284,21 181.0401 (4) Corporate reorganizations. (intro.) A corporation may in this state use the name, including the fictitious name, that is used in this state by another domestic or foreign corporation or stock corporation authorized to transact business 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 corporation proposing to use the name has done any of the following:

SB566,284,23 (a) Merged with the other domestic or foreign corporation or stock corporation entity.

SB566,284,25 (b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation entity.

SB566,446 Section 446. 181.0402 (title) of the statutes is amended to read:

SB566,285,2 181.0402 (title) Reserved Reservation of name.

SB566,447 Section 447. 181.0402 (1) (title) of the statutes is repealed.

SB566,448 Section 448. 181.0402 (1) of the statutes is amended to read:

SB566,285,12 181.0402 (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.

SB566,449 Section 449. 181.0402 (2) (title) of the statutes is repealed.

SB566,450 Section 450. 181.0402 (2) of the statutes is amended to read:

SB566,285,19 181.0402 (2) A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the department a written and signed notice in a record of the transfer that states the name and address of the transferee person to which the reservation is being transferred.

SB566,451 Section 451. 181.0403 (title) of the statutes is amended to read:

SB566,285,21 181.0403 (title) Registered Registration of name.

SB566,452 Section 452. 181.0403 (1) (a) of the statutes is amended to read:

SB566,286,3 181.0403 (1) (a) A foreign corporation that has not filed a certificate of authority under s. 181.1503 may register its corporate name, or a fictitious name adopted pursuant to s. 181.1506 (1), if the name is distinguishable upon the records of the department from the names described in that are available under s. 181.1506 (2) and if the foreign corporation delivers to the department for filing an application complying with par. (b).

SB566,453 Section 453. 181.0403 (1) (b) of the statutes is repealed and recreated to read:

SB566,286,10 181.0403 (1) (b) To register its name or a fictitious name adopted pursuant to s. 181.1506 (1), a foreign corporation must deliver to the department for filing an application stating the foreign corporation's name, the jurisdiction and the date of its formation, and any fictitious name adopted pursuant to s. 181.1506 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.

SB566,454 Section 454. 181.0403 (1) (c) of the statutes is amended to read:

SB566,286,13 181.0403 (1) (c) The registration of a name under this section expires annually on December 31. The

SB566,286,19 (d) A foreign corporation whose name registration is effective may renew its the registration by delivering to the department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The, a renewal application that complies with this section. When filed, the renewal application when filed renews the registration for the next year.

SB566,455 Section 455. 181.0403 (1) (e) of the statutes is created to read:

SB566,286,24 181.0403 (1) (e) A foreign corporation whose name registration is effective may apply for and obtain a certificate of authority as a foreign corporation under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

SB566,456 Section 456 . 181.0501 (title) of the statutes is amended to read:

SB566,287,1 181.0501 (title) Registered office agent and registered agent office.

SB566,457 Section 457. 181.0501 (intro.) of the statutes is renumbered 181.0501 (1m) and amended to read:

SB566,287,7 181.0501 (1m) Each 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 corporation that the agent has consented to serve.

SB566,287,11 (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:

SB566,458 Section 458. 181.0501 (1) (title) of the statutes is repealed.

SB566,459 Section 459. 181.0501 (1) of the statutes is renumbered 181.0501 (2m) (a) and amended to read:

SB566,287,16 181.0501 (2m) (a) An individual A natural person who resides in this state and whose business office is identical with the registered office.

SB566,460 Section 460. 181.0501 (2) (title) of the statutes is repealed.

SB566,461 Section 461. 181.0501 (2) of the statutes is renumbered 181.0501 (2m) (b) and amended to read:

SB566,287,23 181.0501 (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.

SB566,462 Section 462. 181.0501 (3) (title) of the statutes is repealed.

SB566,463 Section 463. 181.0501 (3) of the statutes is renumbered 181.0501 (2m) (c) and amended to read:

SB566,288,6 181.0501 (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.

SB566,464 Section 464. 181.0501 (3m) and (4m) of the statutes are created to read:

SB566,288,9 181.0501 (3m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

SB566,288,11 (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

SB566,288,14 (a) To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.

SB566,288,17 (b) If the registered agent resigns, to provide the notice required by s. 181.0503 to the corporation at the address most recently supplied to the agent by the corporation.

SB566,288,19 (c) To keep current the information with respect to the agent in the articles of incorporation.

SB566,465 Section 465 . 181.0502 (title) of the statutes is amended to read:

SB566,288,22 181.0502 (title) Change of registered office agent or registered agent office.

SB566,466 Section 466 . 181.0502 (1) of the statutes is repealed and recreated to read:

SB566,289,3 181.0502 (1) A corporation 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:

SB566,289,4 (a) The name of the corporation.

SB566,289,6 (b) The information that is to be in effect as a result of the filing of the statement of change.

SB566,467 Section 467 . 181.0502 (1m) and (1r) of the statutes are created to read:

SB566,289,10 181.0502 (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.

SB566,289,12 (1r) As an alternative to using the procedure in this section, a corporation may amend its articles of incorporation.

SB566,468 Section 468 . 181.0502 (2) of the statutes is repealed.

SB566,469 Section 469 . 181.0502 (3) (title) of the statutes is repealed.

SB566,470 Section 470 . 181.0502 (3) of the statutes is renumbered 181.0502 (3) (intro.) and amended to read:

SB566,289,24 181.0502 (3) (intro.) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement of change that complies with sub. (2) and recites that the corporation has been notified of the change. and states all of the following:

SB566,471 Section 471 . 181.0502 (3) (a), (b) and (c) of the statutes are created to read:

SB566,290,2 181.0502 (3) (a) The name of the corporation represented by the registered agent.

SB566,290,4 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

SB566,290,5 (c) Any new name, new e-mail address, or new street address of the agent.

SB566,472 Section 472 . 181.0502 (5) of the statutes is created to read:

SB566,290,9 181.0502 (5) A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.

SB566,473 Section 473. 181.0503 (1) (title) of the statutes is repealed.

SB566,474 Section 474. 181.0503 (1) (intro.), (a) and (b) of the statutes are amended to read:

SB566,290,15 181.0503 (1) (intro.) The A registered agent of a corporation may resign as agent for a corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

SB566,290,16 (a) The name of the corporation for which the registered agent is acting.

SB566,290,17 (b) The name of the registered agent.

SB566,475 Section 475. 181.0503 (1) (bm) of the statutes is created to read:

SB566,290,20 181.0503 (1) (bm) That the agent resigns from serving as registered agent for the corporation.

SB566,476 Section 476. 181.0503 (1) (c) of the statutes is amended to read:

SB566,290,24 181.0503 (1) (c) The street address of the corporation's current registered office and its principal office corporation to which the agent will send the notice required by sub. (4).

SB566,477 Section 477. 181.0503 (1) (d) and (e) of the statutes are repealed.

SB566,478 Section 478. 181.0503 (2) of the statutes is repealed.

SB566,479 Section 479. 181.0503 (3) (title) of the statutes is repealed.

SB566,480 Section 480. 181.0503 (3) (intro.) of the statutes is amended to read:

SB566,291,5 181.0503 (3) (intro.) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:

SB566,481 Section 481. 181.0503 (4), (5) and (6) of the statutes are created to read:

SB566,291,8 181.0503 (4) A registered agent promptly shall furnish to the corporation notice in a record of the date on which a statement of resignation was filed.

SB566,291,12 (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 corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

SB566,291,14 (6) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

SB566,482 Section 482. 181.0504 (title) of the statutes is amended to read:

SB566,291,16 181.0504 (title) Service on corporation of process, notice, or demand .

SB566,483 Section 483. 181.0504 (1) (title) of the statutes is repealed.

SB566,484 Section 484. 181.0504 (1) of the statutes is amended to read:

SB566,291,24 181.0504 (1) A corporation's registered agent is the corporation's agent for service of corporation may be served with any process, notice, or demand required or permitted by law to be served on the 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).

SB566,485 Section 485. 181.0504 (2) (title) of the statutes is repealed.

SB566,486 Section 486. 181.0504 (2) (intro.), (a) and (c) of the statutes are amended to read:

SB566,292,8 181.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no registered agent, or the its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

SB566,292,10 (a) The date on which the corporation receives the mail or delivery by commercial delivery service.

SB566,292,13 (c) Five days after its deposit it is deposited 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.