Chapter 180

180.0304 180.0304 Lack of corporate power.

180.0304(1) (1) Except as provided in sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act.

180.0304(2) (2) A corporation’s power to act may be challenged in any of the following proceedings:

180.0304(2)(a) (a) In a proceeding by a shareholder against the corporation to enjoin the act.

180.0304(2)(b) (b) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.

180.0304(2)(c) (c) In a proceeding by the attorney general under s. 180.1430 (1).

180.0304(3) (3) In a shareholder’s proceeding under sub. (2) (a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

180.0304 History History: 1989 a. 303.

subch. IV of ch. 180 SUBCHAPTER IV

NAME

180.0401 180.0401 Corporate name.

180.0401(1) (1) 

180.0401(1)(a) (a) The corporate name of a corporation:

180.0401(1)(a)1. 1. Shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language, except as provided in par. (b) or s. 180.1907.

180.0401(1)(a)2. 2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by s. 180.0301 and its articles of incorporation.

180.0401(1)(a)3. 3. May not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

180.0401(1)(b) (b) A corporation in existence on January 1, 1991, need not change its name to comply with par. (a) 1.

180.0401(2) (2) 

180.0401(2)(a) (a) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:

180.0401(2)(a)1. 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

180.0401(2)(a)2. 2. Any name reserved or registered under s. 178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402, 181.0403 183.0113, or 183.0114 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

180.0401(2)(a)3. 3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.

180.0401(2)(a)4. 4. The fictitious name adopted by a foreign corporation or a foreign nonstock corporation authorized to transact business in this state.

180.0401(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect.

180.0401(2)(b) (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words “limited partnership”, “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words.

180.0401(3) (3) A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:

180.0401(3)(a) (a) The other corporation or the foreign corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

180.0401(3)(b) (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

180.0401(3m) (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation,” “Corp.,” “incorporated,” “Inc.,” “service corporation,” “SC,” “Limited,” “Ltd.,” “limited partnership,” “LP,” “limited liability partnership,” “LLP,” “limited liability limited partnership,” “LLLP,” “registered limited liability limited partnership,” “RLLLP,” “limited liability company,” “LLC,” “cooperative association,” or “cooperative,” or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

180.0401(4) (4) A corporation may use in this state the name, including the fictitious name, that is used in this state by another domestic corporation or a foreign corporation authorized to transact business in this state, or by a limited liability company, nonprofit or nonstock corporation, 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:

180.0401(4)(a) (a) Merged with the other entity.

180.0401(4)(b) (b) Been formed by reorganization of the other entity.

180.0401(4)(c) (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.

180.0401 History History: 1989 a. 303; 1991 a. 16; 1993 a. 112; 1995 a. 27, 97; 1997 a. 79; 2005 a. 441; 2021 a. 258.

180.0402 180.0402 Reservation of name.

180.0402(1) (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. 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.

180.0402(2) (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 signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.

180.0402 History History: 1989 a. 303; 1993 a. 214; 1995 a. 27; 2001 a. 44; 2021 a. 258.

180.0403 180.0403 Registration of name.

180.0403(1) (1) 

180.0403(1)(a) (a) A foreign corporation that has not obtained a certificate of authority to transact business in this state under subch. XV may register its name, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 180.1506 (2) (a) 1. to 4.

180.0403(1)(b) (b) To register its name or a fictitious name adopted pursuant to s. 180.1506 (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. 180.1506 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant’s exclusive use.

180.0403(1)(c) (c) The registration of a name under this section expires annually on December 31.

180.0403(1)(d) (d) A foreign corporation whose name registration is effective may renew the registration by delivering to the department for filing, between October 1 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application renews the registration for the next year.

180.0403(2) (2) A domestic corporation or a foreign corporation authorized to transact business in this state may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the domestic corporation or foreign corporation, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the corporate name or an application for an amended certificate of authority that changes the corporate name.

180.0403(3) (3) A corporate name is registered under sub. (1) or (2) for the applicant’s exclusive use on the effective date of the application.

180.0403(3m) (3m) A person who has the right to exclusive use of a registered name under sub. (1) or (2) may transfer the registration to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.

180.0403(4) (4) 

180.0403(4)(a) (a) A foreign corporation whose registration is effective under sub. (1) may thereafter apply for a certificate of authority under the registered name or consent in writing to the use of that name by a domestic corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority or consents to another foreign corporation obtaining a certificate of authority under the registered name.

180.0403(4)(b) (b) The holder of a registration effective under sub. (2) may thereafter incorporate as a domestic corporation or obtain a certificate of authority under the registered name or consent in writing to use of that name by a domestic corporation thereafter incorporated under this chapter or by a foreign corporation thereafter authorized to transact business in this state. The registration terminates when any of the following occurs:

180.0403(4)(b)1. 1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.

180.0403(4)(b)2. 2. The domestic corporation that has consent to use the registered name is incorporated.

180.0403(4)(b)3. 3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.

180.0403 History History: 1989 a. 303; 1993 a. 331; 1995 a. 27; 2021 a. 258.

subch. V of ch. 180 SUBCHAPTER V

OFFICE AND AGENT

180.0501 180.0501 Registered office and registered agent.

180.0501(1m) (1m) Each corporation shall designate and maintain 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. The registered office may, but need not, be the same as any of the corporation’s places of business. 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 service. The registered agent shall be any of the following:

180.0501(1m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

180.0501(1m)(b) (b) A domestic corporation, nonprofit or nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.

180.0501(1m)(c) (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office.

180.0501(2m) (2m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

180.0501(3m) (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

180.0501(3m)(a) (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.

180.0501(3m)(b) (b) If the registered agent resigns, to provide the notice required by s. 180.0503 to the corporation at the address most recently supplied to the agent by the corporation.

180.0501(3m)(c) (c) To keep current the information with respect to the agent in the articles of incorporation.

180.0501 History History: 1989 a. 303; 1993 a. 112; 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.

180.0502 180.0502 Change of registered office or registered agent.

180.0502(1) (1) A corporation may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that states all of the following:

180.0502(1)(a) (a) The name of the corporation or foreign corporation.

180.0502(1)(b) (b) The information that is to be in effect as a result of the filing of the statement of change.

180.0502(1m) (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.

180.0502(1r) (1r) As an alternative to using the procedure in this section, a corporation may amend or restate its articles of incorporation.

180.0502(3) (3) 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 statement of change that recites that the corporation has been notified of the change and states all of the following:

180.0502(3)(a) (a) The name of the corporation represented by the registered agent.

180.0502(3)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

180.0502(3)(c) (c) The new name, new e-mail address, or new street address of the agent.

180.0502(5) (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.

180.0502 History History: 1989 a. 303; 1991 a. 269; 1995 a. 27; 2005 a. 476; 2021 a. 258.

180.0503 180.0503 Resignation of registered agent.

180.0503(1) (1) A registered agent may resign as agent for a corporation by delivering to the department for filing a statement of resignation that states all of the following:

180.0503(1)(a) (a) The name of the corporation.

180.0503(1)(b) (b) The name of the agent.

180.0503(1)(c) (c) The address of the corporation’s current registered office and its principal office to which the department will send the notice required by sub. (2).

180.0503(1)(d) (d) That the agent resigns from serving as registered agent for the corporation.

180.0503(1)(e) (e) If applicable, a statement that the registered office is also discontinued.

180.0503(2) (2) After filing the statement, the department shall mail a copy to the corporation at its principal office.

180.0503(3) (3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

180.0503(3)(a) (a) Sixty days after the department receives the statement of resignation for filing.