180.0304(1)
(1) Except as provided in
sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act.
180.0304(2)
(2) A corporation's power to act may be challenged in any of the following proceedings:
180.0304(2)(a)
(a) In a proceeding by a shareholder against the corporation to enjoin the act.
180.0304(2)(b)
(b) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.
180.0304(3)
(3) In a shareholder's proceeding under
sub. (2) (a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
180.0304 History
History: 1989 a. 303.
NAME
180.0401(1)(a)1.
1. Shall contain the word “corporation", “incorporated", “company" or “limited" or the abbreviation “corp.", “inc.", “co." or “ltd." or words or abbreviations of like import in another language, except as provided in
par. (b) or
s. 180.1907.
180.0401(1)(a)2.
2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by
s. 180.0301 and its articles of incorporation.
180.0401(1)(b)
(b) A corporation in existence on January 1, 1991, need not change its name to comply with
par. (a) 1.
180.0401(2)(a)(a) Except as provided in
subs. (3) and
(4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:
180.0401(2)(a)1.
1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.
180.0401(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.
180.0401(2)(a)4.
4. The fictitious name adopted by a foreign corporation or a foreign nonstock corporation authorized to transact business in this state.
180.0401(2)(a)5.
5. The corporate name of a nonstock corporation incorporated in this state.
180.0401(2)(a)6.
6. The name of a limited partnership formed under the laws of, or registered in, this state.
180.0401(2)(a)7.
7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.
180.0401(2)(a)8.
8. The name of a limited liability company organized under the laws of, or registered in, this state.
180.0401(2)(a)9.
9. The name of a limited liability partnership formed under the laws of, or registered in, this state.
180.0401(2)(b)
(b) The corporate name of a 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
sub. (1) (a) 1. or of the words “limited partnership", “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.
180.0401(3)
(3) 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:
180.0401(3)(a)
(a) The other corporation or the foreign corporation, limited liability company, nonstock 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.
180.0401(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.
180.0401(4)
(4) A corporation may use the name, including the fictitious name, that is used in this state by another domestic corporation or a foreign corporation authorized to transact business in this state if the corporation proposing to use the name has done any of the following:
180.0401(4)(a)
(a) Merged with the other domestic corporation or foreign corporation.
180.0401(4)(b)
(b) Been formed by reorganization of the other domestic corporation or foreign corporation.
180.0401(4)(c)
(c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.
180.0402(1)(1) 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.
180.0402(2)
(2) 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.
180.0403(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. 180.1506 (2) (a) 1. to
7. and if the foreign corporation delivers to the department for filing an application complying with
par. (b).
180.0403(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:
180.0403(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.
180.0403(2)
(2) A domestic corporation or a foreign corporation authorized to transact business in this state 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 domestic corporation or foreign corporation, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the corporate name or an application for an amended certificate of authority that changes the corporate name.
180.0403(3)
(3) A corporate name is registered under
sub. (1) or
(2) for the applicant's exclusive use on the effective date of the application.
180.0403(3m)
(3m) 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.
180.0403(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.
180.0403(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:
180.0403(4)(b)1.
1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.
180.0403(4)(b)2.
2. The domestic corporation that has consent to use the registered name is incorporated.
180.0403(4)(b)3.
3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.
OFFICE AND AGENT
180.0501
180.0501
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:
180.0501(1)
(1) A natural person who resides in this state and whose business office is identical with the registered office.
180.0501(2)
(2) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under
s. 178.0901, whose business office is identical with the registered office.
180.0501(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.
180.0502
180.0502
Change of registered office or registered agent. 180.0502(1)(1) A corporation may change its registered office or registered agent, or both, by doing any of the following:
180.0502(1)(a)
(a) Delivering to the department for filing a statement of change.
180.0502(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.
180.0502(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. 180.1622 or
180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.
180.0502(2)
(2) Except as provided in
sub. (3), a statement of change shall include all of the following information:
180.0502(2)(a)
(a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.
180.0502(2)(e)
(e) The street address of its registered agent, as changed.
180.0502(2)(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.
180.0502(3)
(3) 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.
180.0503
180.0503
Resignation of registered agent. 180.0503(1)
(1) 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:
180.0503(1)(a)
(a) The name of the corporation for which the registered agent is acting.
180.0503(1)(c)
(c) The street address of the corporation's current registered office and its principal office.
180.0503(1)(e)
(e) If applicable, a statement that the registered office is also discontinued.
180.0503(2)
(2) After filing the statement, the department shall mail a copy to the corporation at its principal office.
180.0503(3)
(3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
180.0503(3)(a)
(a) Sixty days after the department receives the statement of resignation for filing.
180.0503(3)(b)
(b) The date on which the appointment of a successor registered agent is effective.
180.0503 History
History: 1989 a. 303;
1995 a. 27.
180.0504
180.0504
Service on corporation.
