180.1440 History
History: 1989 a. 303.
FOREIGN CORPORATIONS
180.1501
180.1501
Authority to transact business required. 180.1501(1)(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
180.1501(2)
(2) Activities that for purposes of
sub. (1) do not constitute transacting business in this state include but are not limited to:
180.1501(2)(a)
(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
180.1501(2)(b)
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
180.1501(2)(d)
(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation's securities or maintaining trustees or depositaries with respect to those securities.
180.1501(2)(f)
(f) Soliciting or obtaining orders, whether by mail or through employes or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
180.1501(2)(g)
(g) Lending money or creating or acquiring indebtedness, mortgages and security interests in property.
180.1501(2)(h)
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
180.1501(2)(j)
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
180.1501 History
History: 1989 a. 303;
1995 a. 27.
180.1502
180.1502
Consequences of transacting business without authority. 180.1502(1)(1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under
s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
180.1502(2)
(2) Neither the successor to a foreign corporation that transacted business in this state without a certificate of authority, if a certificate of authority was required under
s. 180.1501, nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
180.1502(3)
(3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
180.1502(4)
(4) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.
180.1502(5)(a)(a) A foreign corporation that transacts business in this state without a certificate of authority, if a certificate of authority is required under
s. 180.1501, is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to all of the following:
180.1502(5)(a)1.
1. All fees and other charges that would have been imposed by this chapter on the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required by
s. 180.1501 and thereafter filed all reports required by this chapter.
180.1502(5)(a)2.
2. Fifty percent of the amount owed under
subd. 1. or $5,000, whichever is less.
180.1502(5)(b)
(b) The foreign corporation shall pay the amount owed under
par. (a) to the department, and the department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation's obligation to pay to the department any amount owed under this subsection.
180.1502 History
History: 1989 a. 303;
1995 a. 27.
180.1503
180.1503
Application for certificate of authority. 180.1503(1)
(1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall set forth all of the following:
180.1503(1)(a)
(a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies
s. 180.1506.
180.1503(1)(b)
(b) The name of the state or country under whose law it is incorporated.
180.1503(1)(e)
(e) The address of its registered office in this state and the name of its registered agent at that office.
180.1503(1)(f)
(f) The name and usual business address of each of its current directors and officers.
180.1503(1)(g)
(g) A statement of the aggregate number of shares which it has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
180.1503(1)(h)
(h) A statement of the aggregate number of its issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
180.1503(1)(i)
(i) The amount of paid-in capital and the number and value of shares of capital stock issued without par value. The value of capital stock without par value, for the purpose of such statement and for the purpose of computing filing fees, shall be taken as the amount by which the entire property of the foreign corporation exceeds its liabilities other than such capital stock without par value, but each share of the capital stock without par value shall be deemed to be of the value of not less than $10.
180.1503(1)(j)
(j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The department may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as the department considers proper in order to determine the accuracy of the application submitted under this section.
180.1503(2)
(2) The foreign corporation shall deliver with the completed application a certificate of status, or similar document, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.
180.1504
180.1504
Amended certificate of authority. 180.1504(1)
(1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if it changes any of the following:
180.1504(1)(a)
(a) Its corporate name or the fictitious name under which it has been issued a certificate of authority.
180.1504(2)
(2) The requirements of
s. 180.1503 (1) (a) to
(h) and
(2) for obtaining an original certificate of authority apply to obtaining an amended certificate under this section except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name.
180.1505
180.1505
Effect of certificate of authority. 180.1505(1)
(1) A certificate of authority issued to a foreign corporation authorizes the foreign corporation to transact business in this state, subject to the right of the state to revoke the certificate under
ss. 180.1530 to
180.1532.
180.1505(2)
(2) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.
180.1505(3)
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
180.1505 History
History: 1989 a. 303.
180.1506
180.1506
Corporate name of foreign corporation. 180.1506(1)(1) If the corporate name of a foreign corporation is not available under
sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.
180.1506(2)(a)(a) Except as authorized by
sub. (3) or
(4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department from all of the following names:
180.1506(2)(a)1.
1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.
180.1506(2)(a)4.
4. The fictitious name of another foreign corporation authorized to transact business in this state.
180.1506(2)(a)5.
5. The corporate name of a nonstock corporation incorporated in this state.
180.1506(2)(a)6.
6. The name of a limited partnership formed under the laws of, or registered in, this state.
180.1506(2)(a)7.
7. The name of a cooperative association incorporated or authorized to transact business in this state.
180.1506(2)(a)8.
8. The name of a limited liability company organized under the laws of, or registered in, this state.
180.1506(2)(a)9.
9. The name of a limited liability partnership formed under the laws of, or registered in, this state.
180.1506(2)(b)
(b) The corporate name of a foreign 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
s. 180.0401 (1) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.
180.1506(3)
(3) A foreign corporation may apply to the department for authorization to use in this state 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:
180.1506(3)(a)
(a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or 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.
180.1506(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.
180.1506(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 if the foreign corporation proposing to use the name has done any of the following:
180.1506(4)(a)
(a) Merged with the other domestic corporation or foreign corporation.
180.1506(4)(b)
(b) Been formed by reorganization of the other domestic corporation or foreign corporation.
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.
180.1507
180.1507
Registered office and registered agent of foreign corporation. Each foreign corporation authorized to transact business in this state shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following:
180.1507(1)
(1) A natural person who resides in this state and whose business office is identical with the registered office.
180.1507(2)
(2) A domestic corporation, a nonstock corporation or a limited liability company incorporated or organized in this state, whose business office is identical with the registered office.
180.1507(3)
(3) A foreign corporation or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
180.1507 History
History: 1989 a. 303;
1993 a. 112.
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, except as provided in
sub. (2), includes all of the following:
180.1508(1)(a)
(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
180.1508(1)(b)
(b) The street address of its registered office, as changed.
180.1508(1)(f)
(f) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
