181.0401(3)
(3) Application to use nondistinguishable name. A corporation may apply to the department for authorization to use 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:
181.0401(3)(a)
(a) The other corporation or the foreign corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, cooperative association, or unincorporated 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.
181.0401(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.
181.0401(4)
(4) Corporate reorganizations. A corporation may use the name, including the fictitious name, that is used in this state by another domestic or foreign corporation or stock corporation authorized to transact business in this state if the corporation proposing to use the name has done any of the following:
181.0401(4)(a)
(a) Merged with the other domestic or foreign corporation or stock corporation.
181.0401(4)(b)
(b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation.
181.0401(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.
181.0401 History
History: 1997 a. 79;
2005 a. 441.
181.0402(1)(1)
Reservation of names. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under
sub. (2) from time to time.
181.0402(2)
(2) Transfer of reserved name. A person who has the right to exclusive use of a reserved corporate name under
sub. (1) may transfer the reservation to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.
181.0402 History
History: 1997 a. 79;
2001 a. 44.
181.0403(1)(a)(a) A foreign corporation may register its corporate name if the name is distinguishable upon the records of the department from the names described in
s. 181.1506 (2) and if the foreign corporation delivers to the department for filing an application complying with
par. (b).
181.0403(1)(b)
(b) A foreign corporation's application to register a corporate name shall be accompanied by a certificate of status or similar document from the state or country of incorporation and shall include all of the following information:
181.0403(1)(c)
(c) The registration expires December 31. The foreign corporation may renew its registration by delivering to the department for filing a renewal application, which complies with
par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.
181.0403(2)(a)(a) A corporation may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the corporation, simultaneously with the delivery for filing of the articles of merger, the articles of dissolution, or the articles of amendment or the restated articles of incorporation that change the corporate name.
181.0403(2)(b)
(b) A foreign corporation may, upon change of name, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the foreign corporation, simultaneously with the delivery for filing of an application for an amended certificate of authority that changes the corporate name.
181.0403(3)
(3) Effective date. A corporate name is registered under
sub. (1) or
(2) for the applicant's exclusive use on the effective date of the application.
181.0403(3m)
(3m) Transfer of registered name. A person who has the right to exclusive use of a registered name under
sub. (1) or
(2) may transfer the registration to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.
181.0403(4)(a)(a) A foreign corporation whose registration is effective under
sub. (1) may thereafter apply for a certificate of authority under the registered name or consent in writing to the use of that name by a domestic corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority or consents to another foreign corporation obtaining a certificate of authority under the registered name.
181.0403(4)(b)
(b) The holder of a registration effective under
sub. (2) may thereafter incorporate as a domestic corporation or obtain a certificate of authority under the registered name or consent in writing to use of that name by a domestic corporation thereafter incorporated under this chapter or by a foreign corporation thereafter authorized to transact business in this state. The registration terminates when any of the following occurs:
181.0403(4)(b)1.
1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.
181.0403(4)(b)2.
2. The domestic corporation that has consent to use the registered name is incorporated.
181.0403(4)(b)3.
3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.
181.0403 History
History: 1997 a. 79.
OFFICE AND AGENT
181.0501
181.0501
Registered office and registered agent. Each 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:
181.0501(1)
(1) Individuals. An individual who resides in this state and whose business office is identical with the registered office.
181.0501(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.
181.0501(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.
181.0501 History
History: 1997 a. 79;
2001 a. 44.
181.0502
181.0502
Change of registered office or registered agent. 181.0502(1)(1)
Methods of changing office or agent. A corporation may change its registered office or registered agent, or both, by doing any of the following:
181.0502(1)(a)
(a) Delivering to the department for filing a statement of change.
181.0502(1)(b)
(b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of incorporation, in a restatement of its articles of incorporation or in articles of merger.
181.0502(1)(c)
(c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under
s. 181.1622. A change under this paragraph is effective on the date on which the annual report is filed by the department.
181.0502(2)
(2) Contents of statement of change. Except as provided in
sub. (3), a statement of change shall include all of the following information:
181.0502(2)(a)
(a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.
181.0502(2)(c)
(c) The street address of its registered agent, as changed.
181.0502(2)(d)
(d) 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.
181.0502(3)
(3) Registered agent change of address. If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement that complies with
sub. (2) and recites that the corporation has been notified of the change.
181.0502 History
History: 1997 a. 79;
2005 a. 476.
181.0503
181.0503
Resignation of registered agent. 181.0503(1)
(1)
Statement of resignation. The registered agent of a corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:
181.0503(1)(a)
(a) The name of the corporation for which the registered agent is acting.
181.0503(1)(c)
(c) The street address of the corporation's current registered office and its principal office.
181.0503(1)(e)
(e) If applicable, a statement that the registered office is also discontinued.
181.0503(2)
(2) Notice to corporation. After filing the statement, the department shall mail a copy to the corporation at its principal office.
181.0503(3)
(3) Effective date. The resignation 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 History
History: 1997 a. 79.
181.0504
181.0504
Service on corporation. 181.0504(1)
(1)
Registered agent. A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation.
181.0504(2)
(2) By mail. Except as provided in
sub. (3), if a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the corporation at its principal office. Service is perfected under this subsection at the earliest of the following:
181.0504(2)(a)
(a) The date on which the corporation receives the mail.
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 its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
181.0504(3)
(3) By publication. Except as provided in
s. 181.1421 (2) (b), if the address of the corporation's principal office cannot be determined from the records held by 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(4)
(4) 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 on a corporation in any other manner permitted by law.
181.0504 History
History: 1997 a. 79;
2011 a. 234.
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 History
History: 1997 a. 79.
181.0602
181.0602
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 History
History: 1997 a. 79.
181.0603
181.0603
No requirement of members. A corporation is not required to have members.
181.0603 History
History: 1997 a. 79.
181.0610
181.0610
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 History
History: 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 History
History: 1997 a. 79.
181.0612
181.0612
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.
