Chapter 181

181.0303(2)(a) (a) Modify lines of succession to accommodate the incapacity of a director, officer, employee or agent.

181.0303(2)(b) (b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

181.0303(3) (3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:

181.0303(3)(a) (a) The corporation need give notice of a meeting of the board only to those directors whom it is practicable to reach and the corporation may give notice in any practicable manner, including by publication and radio.

181.0303(3)(b) (b) One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

181.0303(4) (4) Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.

181.0303 History History: 1997 a. 79.

181.0304 181.0304 Effect of unauthorized corporate acts. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, except that lack of capacity or power may be asserted in all of the following cases:

181.0304(1) (1) Proceedings by members or directors. A proceeding by a member or director against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding, and if the court considers the same to be equitable, set aside and enjoin the performance of the contract. The court may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them as a result of the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract may not be awarded by the court as a loss or damage sustained.

181.0304(2) (2) Proceedings by the corporation. A proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.

181.0304(3) (3) Proceedings by the attorney general. A proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.

181.0304 History History: 1997 a. 79.

181.0320 181.0320 Private foundations.

181.0320(1) (1) Prohibited acts. A private foundation, as defined in section 509 (a) of the Internal Revenue Code, may not do any of the following:

181.0320(1)(a) (a) Engage in any act of self-dealing, as defined in section 4941 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4941 (a) of the Internal Revenue Code.

181.0320(1)(b) (b) Retain any excess business holdings, as defined in section 4943 (c) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4943 (a) of the Internal Revenue Code.

181.0320(1)(c) (c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by section 4944 (a) of the Internal Revenue Code.

181.0320(1)(d) (d) Make any taxable expenditures, as defined in section 4945 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4945 (a) of the Internal Revenue Code.

181.0320(2) (2) Required distributions. Each corporation that is a private foundation, as defined in section 509 of the Internal Revenue Code, shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942 (a) of the Internal Revenue Code.

181.0320(3) (3) Exceptions. Subsections (1) and (2) do not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.

181.0320(4) (4) Powers of courts and attorney general. This section does not impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.

181.0320 History History: 1997 a. 79.

181.0330 181.0330 Offer and sale of securities. A corporation or a foreign corporation may not offer or sell any of its securities in this state, unless the securities are registered under ch. 551 or unless the securities or the offer or sale of the securities is exempt from registration under ch. 551.

181.0330 History History: 1997 a. 79.

subch. IV of ch. 181 SUBCHAPTER IV

NAME

181.0401 181.0401 Corporate name.

181.0401(1) (1) General requirements.

181.0401(1)(a) (a) The corporate name of a corporation:

181.0401(1)(a)1. 1. Must contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or a variation of these words or abbreviations, of like import in another language, except as provided in par. (b), or that differs only with respect to capitalization of letters or punctuation.

181.0401(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. 181.0301 and its articles of incorporation.

181.0401(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.

181.0401(1)(b) (b) A corporation in existence on January 1, 1999, need not change its name to comply with par. (a) 1.

181.0401(2) (2) Distinguishability.

181.0401(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:

181.0401(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.

181.0401(2)(a)2. 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

181.0401(2)(a)3. 3. Any name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

181.0401(2)(a)4. 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3), respectively.

181.0401(2)(a)5. 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

181.0401(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect.

181.0401(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.

181.0401(3) (3) Application to use nondistinguishable name. 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:

181.0401(3)(a) (a) The other corporation or the foreign corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, foreign limited liability 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.

181.0401(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.

181.0401(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.

181.0401(4) (4) Corporate reorganizations. 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:

181.0401(4)(a) (a) Merged with the other entity.

181.0401(4)(b) (b) Been formed by reorganization of the other entity.

181.0401(4)(c) (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic or foreign corporation or stock corporation.

181.0401 History History: 1997 a. 79; 2005 a. 441; 2021 a. 258.

181.0402 181.0402 Reservation of name.

181.0402(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.

181.0402(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.

181.0402 History History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.0403 181.0403 Registration of name.

181.0403(1) (1) By foreign corporation.

181.0403(1)(a) (a) A foreign corporation that has not filed a certificate of authority under s. 181.1503 may register its 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 that are available under s. 181.1506 (2).

181.0403(1)(b) (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.

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

181.0403(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.

181.0403(1)(e) (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.

181.0403(2) (2) Merger, name change or dissolution.

181.0403(2)(a) (a) A corporation 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 corporation, simultaneously with the delivery for filing of the articles of merger, the articles of dissolution, or the articles of amendment or the restated articles of incorporation that change the corporate name.

181.0403(2)(b) (b) A foreign corporation may, upon change of name, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the foreign corporation, simultaneously with the delivery for filing of an application for an amended certificate of authority that changes the corporate name.

181.0403(3) (3) Effective date. A corporate name is registered under sub. (1) or (2) for the applicant’s exclusive use on the effective date of the application.

181.0403(3m) (3m) Transfer of registered name. 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.

181.0403(4) (4) Termination of registered name.

181.0403(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.

181.0403(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:

181.0403(4)(b)1. 1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.

181.0403(4)(b)2. 2. The domestic corporation that has consent to use the registered name is incorporated.

181.0403(4)(b)3. 3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.

181.0403 History History: 1997 a. 79; 2021 a. 258.

subch. V of ch. 181 SUBCHAPTER V

OFFICE AND AGENT

181.0501 181.0501 Registered agent and registered office.

181.0501(1m) (1m) Each corporation shall designate and continuously 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.

181.0501(2m) (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:

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

181.0501(2m)(b) (b) A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company whose business office is identical with the registered office.

181.0501(2m)(c) (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 and the entity’s business office is identical with the registered office.

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

181.0501(4m) (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

181.0501(4m)(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.

181.0501(4m)(b) (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.

181.0501(4m)(c) (c) To keep current the information with respect to the agent in the articles of incorporation.

181.0501 History History: 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.

181.0502 181.0502 Change of registered agent or registered office.