181.1506(4)(b)
(b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation.
181.1506(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.
181.1506(5)
(5) Failure to comply. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of
sub. (2), it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of
sub. (2) and obtains an amended certificate of authority under
s. 181.1504.
181.1506 History
History: 1997 a. 79;
2005 a. 441.
181.1507
181.1507
Registered office and registered agent. Each foreign corporation 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:
181.1507(1)
(1) Individuals. An individual who resides in this state and whose business office is identical with the registered office.
181.1507(2)
(2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state, whose business office is identical with the registered office.
181.1507(3)
(3) Foreign entities. A foreign corporation, stock 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.
181.1507 History
History: 1997 a. 79;
2001 a. 44.
181.1508
181.1508
Change of registered office or registered agent of foreign corporation. 181.1508(1)
(1)
Filing requirements. 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 information.
181.1508(1)(a)
(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
181.1508(1)(b)
(b) The street address of its registered office, as changed.
181.1508(1)(d)
(d) A statement that, after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
181.1508(2)
(2) Agent change of address. If a registered agent changes the street address of its business office, the agent may change the street address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the foreign corporation in writing of the change and 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.
181.1508 History
History: 1997 a. 79.
181.1509
181.1509
Resignation of registered agent of foreign corporation. 181.1509(1)(1)
How agent may resign. 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:
181.1509(1)(a)
(a) The name of the foreign corporation for which the registered agent is acting.
181.1509(1)(c)
(c) The street address of the foreign corporation's current registered office and its principal office.
181.1509(1)(e)
(e) If applicable, a statement that the registered office is also discontinued.
181.1509(2)
(2) Notice to corporation. After filing the statement, the department shall mail a copy to the foreign corporation at its principal office.
181.1509(3)
(3) Effective date. The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
181.1509(3)(a)
(a) Sixty days after the department receives the statement of resignation for filing.
181.1509(3)(b)
(b) The date on which the appointment of a successor registered agent is effective.
181.1509 History
History: 1997 a. 79.
181.1510
181.1510
Service on foreign corporation. 181.1510(1)
(1)
Registered agent. 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.
181.1510(2)
(2) Foreign corporation authorized to transact business. 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.
181.1510(3)
(3) Foreign corporation formerly authorized to transact business. 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:
181.1510(4)
(4) Manner of service on foreign corporation. 181.1510(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:
181.1510(4)(a)1.
1. The date on which the foreign corporation receives the mail.
181.1510(4)(a)2.
2. The date shown on the return receipt, if signed on behalf of the foreign corporation.
181.1510(4)(a)3.
3. Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
181.1510(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.
181.1510(4)(b)2.
2. If a process, notice or demand is served by the department on a foreign corporation under
s. 181.1531 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.
181.1510(5)
(5) Other methods of service. 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 permitted by law.
181.1510 History
History: 1997 a. 79.
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.
