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)3.
3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under
s. 180.1405 (3) or
181.1405 (3), respectively.
180.1506(2)(a)4.
4. The fictitious name of another foreign corporation or nonstock 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, a limited partnership, a registered limited liability partnership, or a limited liability company incorporated, registered, or organized in this state, whose business office is identical with the registered office.
180.1507(3)
(3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
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.
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 signing, either manually or in facsimile, and delivering to the department for filing a statement of change that complies with
sub. (1) and recites that the foreign corporation has been notified of the change.
180.1509
180.1509
Resignation of registered agent of foreign corporation. 180.1509(1)(1) The registered agent of a foreign corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:
180.1509(1)(a)
(a) The name of the foreign corporation for which the registered agent is acting.
180.1509(1)(c)
(c) The street address of the foreign corporation's current registered office and its principal office.
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 History
History: 1989 a. 303;
1995 a. 27.
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(4)(a)(a) With respect to a foreign corporation described in
sub. (2) or
(3), 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, except as provided in
par. (b). Service is perfected under this paragraph 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)1.1. Except as provided in
subd. 2., 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(4)(b)2.
2. If a process, notice or demand is served by the department on a foreign corporation under
s. 180.1531 and 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 2 notice, under
ch. 985, in the official state newspaper.
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.
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 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. 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.
180.1520 History
History: 1989 a. 303;
1995 a. 27.
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 fails to 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 inform the department under
s. 180.1508 or
180.1509 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.
180.1530(1)(e)
(e) The foreign corporation obtained its certificate of authority through fraud.
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.
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).
