181.1504(1)(c) (c) The state or country of its incorporation.
181.1504(2) (2)Filing and authentication requirements. The requirements of s. 181.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section, except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name.
181.1504 History History: 1997 a. 79; 2001 a. 44.
181.1505 181.1505 Effect of certificate of authority.
181.1505(1) (1)Transaction of business. 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 as provided in this chapter.
181.1505(2) (2)Rights and privileges. A foreign corporation with a valid certificate of authority has the same rights and enjoys the same 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.
181.1505(3) (3)Internal affairs. 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.
181.1505 History History: 1997 a. 79.
181.1506 181.1506 Corporate name of foreign corporation.
181.1506(1)(1)Fictitious name. 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.
181.1506(2) (2)Distinguishability generally required.
181.1506(2)(a)(a) Except as authorized under subs. (3) and (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:
181.1506(2)(a)1. 1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.
181.1506(2)(a)2. 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.
181.1506(2)(a)3. 3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193.
181.1506(2)(a)4. 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3), respectively.
181.1506(2)(a)5. 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.
181.1506(2)(a)6. 6. The name of a limited partnership formed under the laws of, or registered in, this state.
181.1506(2)(a)7. 7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.
181.1506(2)(a)8. 8. The name of a limited liability company organized under the laws of, or registered in, this state.
181.1506(2)(a)9. 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.
181.1506(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 s. 181.0401 (1) (a) 1. or of the words “limited partnership", “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.
181.1506(3) (3)Application to use nondistinguishable name. 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 under sub. (2). The department shall authorize use of the name applied for if any of the following conditions exists:
181.1506(3)(a) (a) The other foreign corporation or the domestic 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.
181.1506(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.
181.1506(4) (4)Corporate reorganizations. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation or stock corporation that is used in this state if the other corporation or stock corporation is incorporated or authorized to transact business in this state and the foreign corporation has done any of the following:
181.1506(4)(a) (a) Merged with the other domestic or foreign corporation or stock corporation.
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.