Chapter 180

180.1506(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.

180.1506(4) (4) A foreign corporation may use in this state the name, including the fictitious name, that is used in this state by a domestic corporation or another 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 foreign corporation proposing to use the name has done any of the following:

180.1506(4)(a) (a) Merged with the other entity.

180.1506(4)(b) (b) Been formed by reorganization of the other entity.

180.1506(4)(c) (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.

180.1506(5) (5) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy sub. (2), it may not transact business in this state under the changed name until it adopts a name satisfying sub. (2) and obtains an amended certificate of authority under s. 180.1504.

180.1506 History History: 1989 a. 303; 1993 a. 112; 1995 a. 27, 97; 1997 a. 79; 2005 a. 441; 2021 a. 258.

180.1507 180.1507 Registered office and registered agent of foreign corporation.

180.1507(1m) (1m) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain a registered agent and registered office 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:

180.1507(1m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

180.1507(1m)(b) (b) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a 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.

180.1507(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.

180.1507(2m) (2m) A registered agent for a foreign corporation must have an e-mail address and a place of business in this state.

180.1507(3m) (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

180.1507(3m)(a) (a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.

180.1507(3m)(b) (b) If the registered agent resigns, to provide the notice required by s. 180.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.

180.1507(3m)(c) (c) To keep current the information with respect to the agent in the foreign corporation’s certificate of authority.

180.1507 History History: 1989 a. 303; 1993 a. 112; 2001 a. 44; 2015 a. 295; 2021 a. 258.

180.1507 Annotation Appointing a registered agent does not signify consent to general personal jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.

180.1508 180.1508 Change of registered office or registered agent of foreign corporation.

180.1508(1) (1) 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 states all of the following:

180.1508(1)(d) (d) The name of its registered agent, the e-mail address, and the street address of its registered office, as changed.

180.1508(1)(e) (e) The information that is to be in effect as a result of the filing of the statement of change.

180.1508(1g) (1g) A foreign corporation authorized to transact business in this state may also change its registered office or registered agent, or both, by doing any of the following:

180.1508(1g)(a) (a) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in an amended certificate of authority.

180.1508(1g)(b) (b) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.

180.1508(1m) (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.

180.1508(1r) (1r) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

180.1508(2) (2) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation in writing of the change and by delivering to the department for filing a statement of change that recites that the foreign corporation has been notified of the change and states all of the following:

180.1508(2)(a) (a) The name of the foreign corporation represented by the registered agent.

180.1508(2)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the foreign corporation.

180.1508(2)(c) (c) The new name, new e-mail address, or new street address of the agent.

180.1508(4) (4) A registered agent promptly shall furnish notice to the represented foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

180.1508 History History: 1989 a. 303; 1991 a. 269; 1995 a. 27; 2021 a. 258.

180.1509 180.1509 Resignation of registered agent of foreign corporation.

180.1509(1) (1) A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a statement of resignation that states all of the following:

180.1509(1)(a) (a) The name of the foreign corporation.

180.1509(1)(b) (b) The name of the agent.

180.1509(1)(c) (c) The address of the foreign corporation’s current registered office and its principal office to which the department will send the notice required by sub. (2).

180.1509(1)(d) (d) That the registered agent resigns from serving as registered agent for the foreign corporation.

180.1509(1)(e) (e) If applicable, a statement that the registered office is also discontinued.

180.1509(2) (2) After filing the statement, the department shall mail a copy to the foreign corporation at its principal office.

180.1509(3) (3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

180.1509(3)(a) (a) Sixty days after the department receives the statement of resignation for filing.

180.1509(3)(b) (b) The date on which the appointment of a successor registered agent is effective.

180.1509(4) (4) 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 foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.

180.1509(5) (5) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.

180.1509 History History: 1989 a. 303; 1995 a. 27; 2021 a. 258.

180.1510 180.1510 Service on foreign corporation.

180.1510(1) (1) 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.

180.1510(2) (2) 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.

180.1510(3) (3) 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:

180.1510(3)(a) (a) Withdrawn from transacting business in this state under s. 180.1520.

180.1510(3)(b) (b) Had its certificate of authority revoked under s. 180.1531.

180.1510(4) (4) 

180.1510(4)(a) (a) With respect to a foreign corporation described in sub. (2) or (3), except as provided in par. (b), 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, at the earliest of the following:

180.1510(4)(a)1. 1. The date on which the foreign corporation receives the mail.

180.1510(4)(a)2. 2. The date shown on the return receipt, if signed on behalf of the foreign corporation.

180.1510(4)(a)3. 3. Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.

180.1510(4)(b) (b) Except as provided in s. 180.1531 (2m) (b), 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.

180.1510(5) (5) 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 now or hereafter permitted by law.

180.1510 History History: 1989 a. 303; 1995 a. 27; 2011 a. 234; 2021 a. 258.

180.1510 Annotation Appointing a registered agent does not signify consent to general personal jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.

180.1520 180.1520 Withdrawal of foreign corporation.

180.1520(1) (1) 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.

180.1520(2) (2) 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:

180.1520(2)(a) (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.

180.1520(2)(b) (b) A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.

180.1520(2)(c) (c) A statement whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it consents to service of process under s. 180.1510 (3) and (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.

180.1520(2)(d) (d) The mailing address of its principal office, if different from that shown on its most recent annual report.

180.1520(2)(e) (e) A commitment to notify the department in the future of any change in the mailing address of its principal office.

180.1520(2)(f) (f) The highest proportion of its capital which is or was represented in this state by its property located and business transacted in this state at any time since its last fee payment on its capital representation. The proportion of capital employed in this state shall be computed as provided under s. 180.1622 (1) (i) except that reference shall be to the current year rather than the preceding one. This paragraph does not apply to a qualified new business venture.

180.1520 History History: 1989 a. 303; 1995 a. 27; 2017 a. 156; 2021 a. 258.

180.1530 180.1530 Grounds for revocation.

180.1530(1) (1) Except as provided in sub. (1m), the department may bring a proceeding under s. 180.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:

180.1530(1)(a) (a) The foreign corporation does not have on file its annual report with the department within 4 months after it is due.

180.1530(1)(b) (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.

180.1530(1)(c) (c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.

180.1530(1)(d) (d) The foreign corporation does not notify the department under s. 180.1508 or 180.1509 within 6 months that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued.

180.1530(1)(e) (e) The foreign corporation obtained its certificate of authority through fraud or its application for certificate of authority contains fraudulent or materially false information.

180.1530(1)(f) (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 disappeared as the result of a merger or other event.

180.1530(1)(g) (g) The foreign corporation violates s. 940.302 (2) or 948.051 (2).

180.1530(1m) (1m) 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 revoke the foreign corporation’s certificate of authority under s. 180.1531 (2) (b).

180.1530(2) (2) 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 revoke the foreign corporation’s certificate of authority under s. 180.1531 (2) (b).

180.1530 History History: 1989 a. 303, 359; 1993 a. 35, 214; 1995 a. 27; 2001 a. 44; 2007 a. 116; 2021 a. 258.

180.1531 180.1531 Procedure for and effect of revocation.

180.1531(1) (1) If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 180.0141 notice of the determination. The notice shall be in writing and addressed to the registered office of the foreign corporation.

180.1531(2) (2) 

180.1531(2)(a) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the foreign corporation shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.