Chapter 180

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.

180.1531(2)(b) (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation’s certificate of authority. The department shall enter a notation in its records to reflect each ground for revocation and the effective date of revocation and shall give the corporation notice of those facts. The department shall give the foreign corporation under s. 180.0141 notice of each ground for revocation and the effective date of the revocation. The notice shall be in writing and addressed to the registered office of the foreign corporation.

180.1531(2)(c) (c)

180.1531(2)(c)1. 1. The department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:

180.1531(2)(c)1.a. a. Corrects each ground for revocation.

180.1531(2)(c)1.b. b. Pays any fees or penalties due the department under s. 180.1502 (5) (a) or $5,000, whichever is less.

180.1531(2)(c)1m. 1m. Upon reinstatement of a corporation’s certificate of authority under subd. 1., the department shall enter a notation in its records revising the notation specified in par. (b) to reflect cancellation of the revocation and reinstatement of the corporation’s certificate of authority. The notation shall state the effective date of reinstatement. The department shall provide notice of the reinstatement to the corporation or its registered agent.

180.1531(2)(c)2. 2. When the reinstatement under this section is effective, all of the following shall apply:

180.1531(2)(c)2.a. a. Except as provided in subd. 2. b., the reinstatement relates back to and takes effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.

180.1531(2)(c)2.b. b. The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.

180.1531(2m) (2m) 

180.1531(2m)(a) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the foreign corporation.

180.1531(2m)(b) (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation’s principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department’s Internet site.

180.1531(3) (3) The authority of a foreign corporation to transact business in this state, other than as provided in s. 180.1501 (2), ends on the date shown on the certificate revoking its certificate of authority.

180.1531(4) (4) If the department or a court revokes a foreign corporation’s certificate of authority, the foreign corporation may be served under s. 180.1510 (3) and (4) or the foreign corporation’s registered agent may be served until the registered agent’s authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

180.1531(5) (5) Revocation of a foreign corporation’s certificate of authority does not terminate the authority of its registered agent.

180.1531 History History: 1989 a. 303; 1991 a. 269; 1993 a. 35; 1995 a. 27; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.

180.1532 180.1532 Appeal from revocation.

180.1532(1) (1) A foreign corporation may appeal the department’s revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation’s principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under s. 180.0141 (5) (a). To appeal, the foreign corporation shall petition the court to set aside the revocation and attach to the petition copies of its certificate of authority and the department’s notice of revocation.

180.1532(2) (2) The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.

180.1532(3) (3) The court’s final decision may be appealed as in other civil proceedings.

180.1532 History History: 1989 a. 303; 1995 a. 27; 2001 a. 44; 2021 a. 258.

subch. XVI of ch. 180 SUBCHAPTER XVI

RECORDS AND REPORTS

180.1601 180.1601 Corporate records.

180.1601(1) (1) A corporation shall keep as permanent records any of the following that has been prepared:

180.1601(1)(a) (a) Minutes of meetings of its shareholders and board of directors.

180.1601(1)(b) (b) Records of actions taken by the shareholders or board of directors without a meeting.