181.0503(3)(3) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following: 181.0503(3)(a)(a) Sixty days after the department receives the statement of resignation for filing. 181.0503(3)(b)(b) The date on which the appointment of a successor registered agent is effective. 181.0503(4)(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. 181.0503(5)(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. 181.0503(6)(6) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing. 181.0503 HistoryHistory: 1997 a. 79; 2021 a. 258. 181.0504181.0504 Service of process, notice, or demand. 181.0504(1)(1) A corporation may be served with any process, notice, or demand required or permitted by law 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). 181.0504(2)(2) Except as provided in sub. (3), if a corporation has no registered agent, or 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: 181.0504(2)(a)(a) The date the corporation receives the mail or delivery by commercial delivery service. 181.0504(2)(b)(b) The date shown on the return receipt, if signed on behalf of the corporation. 181.0504(2)(c)(c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment. 181.0504(3)(3) If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. If the address of the corporation’s principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation’s principal office or registered office, as most recently designated in the records of the department, is located. 181.0504(3m)(3m) Service of process, notice, or demand on a registered agent must be in a written record. 181.0504(4)(4) Service of process, notice, or demand may be made by other means under law other than this chapter. 181.0505181.0505 Change of name or address by registered agent. 181.0505(1)(1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s 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 or foreign corporation for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the corporation or foreign corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation or foreign corporation has been notified of the change and states all of the following: 181.0505(1)(a)(a) The name of the corporation or foreign corporation represented by the registered agent. 181.0505(1)(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 or foreign corporation. 181.0505(1)(c)(c) Any new name, new e-mail address, or new street address of the agent. 181.0505(2)(2) A registered agent promptly shall furnish notice to the represented corporation or foreign corporation of the filing by the department of the statement of change and the changes made by the statement. 181.0505 HistoryHistory: 2021 a. 258. 181.0506(1)(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. 181.0506(2)(2) Delivery to the department is effective only when a record is received by the department. 181.0506 HistoryHistory: 2021 a. 258. 181.0507181.0507 Filing fees; certified copies. 181.0507(1)(1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4). 181.0507(2)(a)(a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing: 181.0507(2)(a)11.11. Articles of merger, interest exchange, conversion, or domestication, $150. 181.0507(2)(a)15.15. Application for certificate of withdrawal of foreign corporation, $40. 181.0507(2)(b)(b) In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or certificate of registration under s. 181.0213. 181.0507(2)(c)(c) The department may, by rule, specify a larger fee for filing records in paper format. 181.0507(3)(3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department. 181.0507(4)(4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony. 181.0507 HistoryHistory: 2021 a. 258. MEMBERS AND MEMBERSHIPS
181.0601(1)(1) Criteria and procedures. The articles of incorporation or bylaws may establish criteria or procedures for admission of members. 181.0601(2)(2) Consent required. A person may not be admitted as a member without the person’s consent. 181.0601 HistoryHistory: 1997 a. 79. 181.0602181.0602 Consideration and certificates. Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the corporation. 181.0602 HistoryHistory: 1997 a. 79. 181.0603181.0603 No requirement of members. A corporation is not required to have members. 181.0603 HistoryHistory: 1997 a. 79. 181.0610181.0610 Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws. 181.0610 HistoryHistory: 1997 a. 79. 181.0611(1)(1) When authorized. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership. 181.0611(2)(2) Adoption of restrictions. If transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member. 181.0611 HistoryHistory: 1997 a. 79. 181.0612181.0612 Member’s liability to 3rd parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities or obligations of the corporation. 181.0612 HistoryHistory: 1997 a. 79. 181.0613181.0613 Member’s liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability. 181.0613 HistoryHistory: 1997 a. 79. 181.0614181.0614 Creditor’s action against member. 181.0614(1)(1) Final judgment required. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation. 181.0614(2)(2) Intervention and joinder. A creditor of the corporation, with or without reducing the creditor’s claim to judgment, may intervene in a creditor’s proceeding brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any member who owes an amount to the corporation may be joined in the proceeding. 181.0614 HistoryHistory: 1997 a. 79. 181.0620181.0620 Termination, expulsion and suspension. 181.0620(1)(1) Termination of membership. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation or in its property shall cease. 181.0620(2)(2) Expulsion and suspension. Members may be suspended or expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide. If no provision is made in the articles of incorporation, a member may be expelled, or suspended for a specific period of time, by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors if there are no members entitled to vote. 181.0620(3)(3) Liability. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees because of obligations incurred or commitments made before expulsion or suspension. 181.0620 HistoryHistory: 1997 a. 79. 181.0622181.0622 Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a payment under this section that violates s. 181.1302 (1). 181.0622 HistoryHistory: 1997 a. 79. 181.0640(1)(1) Role of delegates. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members. 181.0640(2)(2) Permissible provisions. The articles of incorporation or bylaws may include provisions relating to all of the following:
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Chs. 178-226, Partnerships and Corporations; Transportation; Utilities; Banks; Savings Associations
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