181.1520
181.1520
Withdrawal of foreign corporation. 181.1520(1)
(1)
Certificate required. 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.
181.1520(2)
(2) Application for certificate. 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 information:
181.1520(2)(a)
(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
181.1520(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.
181.1520(2)(c)
(c) A statement that it revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under
s. 181.1510 (3) and
(4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising during the time it was authorized to transact business in this state.
181.1520(2)(d)
(d) The mailing address of its principal office, if different from that shown on its most recent annual report.
181.1520(2)(e)
(e) A commitment to notify the department in the future of any change in the mailing address of its principal office.
181.1520 History
History: 1997 a. 79.
181.1530
181.1530
Grounds for revocation. 181.1530(1)
(1)
Permissive revocation by department. Except as provided in
sub. (1m), the department may bring a proceeding under
s. 181.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:
181.1530(1)(a)
(a) The foreign corporation fails to file its annual report with the department within 4 months after it is due.
181.1530(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.
181.1530(1)(c)
(c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.
181.1530(1)(d)
(d) The foreign corporation does not inform the department under
s. 181.1508 or
181.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.
181.1530(1)(e)
(e) The foreign corporation obtained its certificate of authority through fraud.
181.1530(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 has disappeared as the result of a merger.
181.1530(1m)
(1m) Mandatory revocation by department. 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 issue a certificate of revocation under
s. 181.1531 (2) (b).
181.1530(2)
(2) Revocation by a court. 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 issue a certificate of revocation under
s. 181.1531 (2) (b).
181.1530 History
History: 1997 a. 79.
181.1531
181.1531
Procedure for and effect of revocation. 181.1531(1)(1)
Notice of proceeding by department. If the department determines that one or more grounds exist under
s. 181.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under
s. 181.1510 written notice of the determination, addressed to the foreign corporation's registered agent.
181.1531(2)(a)(a) Within 60 days after the notice takes effect, the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.
181.1531(2)(b)
(b) If the foreign corporation fails to satisfy
par. (a), the department may revoke the foreign corporation's certificate of authority by entering a notation in the department's records to reflect each ground for revocation and the effective date of revocation. The department shall give notice of those facts to the foreign corporation in the same manner as a notice of determination under
subs. (1) and
(2).
181.1531(2)(c)1.1. If a foreign corporation's certificate of authority is revoked, 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 revocation:
181.1531(2)(c)2.
2. A reinstatement under this paragraph shall relate back to and take 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.
181.1531(2g)(a)(a) If a notice under
sub. (1) or
(2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign corporation, addressed to the principal office of the foreign corporation, as most recently designated in the records of the department.
181.1531(2g)(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 publishing a class 2 notice under
ch. 985 in the official state newspaper.
181.1531(2r)(b)
(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
181.1531(2r)(c)
(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
181.1531(3)
(3) Effect of revocation. The authority of a foreign corporation to transact business in this state, ends on the effective date of revocation of its certificate of authority, as reflected in the records of the department.
181.1531(4)
(4) Service on corporation after revocation. If the department or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under
s. 181.1510 (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.
181.1531(5)
(5) Authority of registered agent. Revocation of a foreign corporation's certificate of authority does not terminate the authority of its registered agent.
181.1531 History
History: 1997 a. 79;
2001 a. 44.
181.1532
181.1532
Appeal from revocation. 181.1532(1)
(1)
Right to appeal. A foreign corporation may appeal the department's revocation of its certificate of authority under
s. 181.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none exists in this state, its registered office is located, within 30 days after the effective date of the notice of revocation. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's notice of revocation.
181.1532(2)
(2) Permissible remedies. The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.
181.1532(3)
(3) Appeal of judicial decision. The court's final decision may be appealed as in other civil proceedings.
181.1532 History
History: 1997 a. 79;
2001 a. 44.
181.1533
181.1533
Domestication of a foreign corporation. 181.1533(1)(1)
Articles of domestication and certificate of authentication. 181.1533(1)(a)(a)
In general. A foreign corporation may become a domestic corporation by filing articles of domestication under
par. (b) and a certificate of authentication under
par. (c).
181.1533(1)(b)
(b)
Articles of domestication. Articles of domestication shall contain all of the following information:
181.1533(1)(b)2.
2. The text of restated articles of incorporation of the corporation, which shall comply with
s. 181.0202.
181.1533(1)(b)3.
3. A statement that the corporation has adopted an election to domesticate in accordance with
sub. (2).
181.1533(1)(b)4.
4. A statement that the corporation will file, with the appropriate entity in the jurisdiction where the foreign corporation is organized, articles of dissolution or an equivalent document having the effect of terminating the corporation's existence as a corporation organized under the laws of that jurisdiction.
181.1533(1)(c)
(c)
Certificate of authentication. A certificate of status or a document of similar import authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the domesticating corporation is incorporated. The certificate or document shall include the corporation's name and date of incorporation, and shall be dated no earlier than 60 days before its delivery.
181.1533(2)
(2) Election to domesticate. An election by a foreign corporation to become a domestic corporation shall be adopted in the same manner as is required, under the law of the jurisdiction where the domesticating corporation is organized, for a merger of that corporation into a domestic corporation.
181.1533(3)
(3) Effect of domestication. When a domestication under this section takes effect,
s. 181.1106 applies to the domesticating corporation as if the domesticating corporation had merged with a newly incorporated domestic corporation, with the domesticating corporation being the surviving corporation.
181.1533(4)
(4) Effective date of domestication. A domestication under this section takes effect on the effective date of the articles of domestication under
sub. (1). The department shall establish the date of incorporation of a domesticating corporation on its records from the information supplied in the certificate of authentication filed under
sub. (1) (c).
181.1533(5)
(5) Notice of effective date of filing in foreign jurisdiction. 181.1533(5)(a)(a) Within 60 days of the effective date of the filing described under
sub. (1) (b) 4., the corporation shall file with the department a notice indicating the effective date of that filing in the foreign jurisdiction.
181.1533(5)(b)
(b) Failure of the domesticating corporation to file the notice under
par. (a) does not affect the validity of a domestication under this section. A domesticating corporation that fails to file the notice within the time required under
par. (a) may be required to forfeit not more than $100. Each day of continued violation constitutes a separate offense.
181.1533 History
History: 1997 a. 79.
RECORDS AND REPORTS
181.1601(1)(1)
Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under
s. 181.0825.
181.1601(2)
(2) Accounting records. A corporation shall maintain appropriate accounting records.
181.1601(3)
(3) Membership records. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
181.1601(4)
(4) Form. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
181.1601(5)
(5) Copies at principal office. A corporation shall keep a copy of all of the following records at its principal office:
181.1601(5)(a)
(a) Its articles of incorporation and all amendments to them currently in effect.
181.1601(5)(b)
(b) Its bylaws or restated bylaws and all amendments to them currently in effect.
181.1601(5)(c)
(c) Resolutions adopted by its board relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.
181.1601(5)(d)
(d) The minutes of all meetings of members and records of all actions approved by the members for the past 3 years.
181.1601(5)(f)
(f) A list of the names and business or home addresses of its current directors and officers.
181.1601 History
History: 1997 a. 79.
181.1602
181.1602
Inspection of records by members. 181.1602(1)(1)
Records at principal office. Subject to
s. 181.1603 (3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in
s. 181.1601 (5) if the member gives the corporation written notice or a written demand at least 5 business days before the date on which the member wishes to inspect and copy.
181.1602(2)
(2) Other records that may be inspected. A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of
sub. (3) and gives the corporation written notice at least 5 business days before the date on which the member wishes to inspect and copy:
181.1602(2)(a)
(a) Excerpts from any records required to be maintained under
s. 181.1601 (1), to the extent not subject to inspection under
sub. (1).
181.1602(3)
(3) When other records may be inspected. A member may inspect and copy the records identified in
sub. (2) only if all of the following apply:
181.1602(3)(a)
(a) The member's demand is made in good faith and for a proper purpose.
181.1602(3)(b)
(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect.
181.1602(3)(c)
(c) The records are directly connected with this purpose.
181.1602(4)
(4) Applicability. This section does not affect any of the following:
