180.0401 HistoryHistory: 1989 a. 303; 1991 a. 16; 1993 a. 112; 1995 a. 27, 97; 1997 a. 79; 2005 a. 441; 2021 a. 258.
180.0402180.0402Reservation of name.
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. 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 signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.
180.0402 HistoryHistory: 1989 a. 303; 1993 a. 214; 1995 a. 27; 2001 a. 44; 2021 a. 258.
180.0403180.0403Registration of name.
180.0403(1)(1)
180.0403(1)(a)(a) A foreign corporation that has not obtained a certificate of authority to transact business in this state under subch. XV may register its name, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name is distinguishable on the records of the department from the names that are not available under s. 180.1506 (2) (a) 1. to 4.
180.0403(1)(b)(b) To register its name or a fictitious name adopted pursuant to s. 180.1506 (1), a foreign corporation must deliver to the department for filing an application stating the foreign corporation’s name, the jurisdiction and the date of its formation, and any fictitious name adopted pursuant to s. 180.1506 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant’s exclusive use.
180.0403(1)(c)(c) The registration of a name under this section expires annually on December 31.
180.0403(1)(d)(d) A foreign corporation whose name registration is effective may renew the registration by delivering to the department for filing, between October 1 and December 31 of each year that the registration is in effect, a renewal application that complies with this section. When filed, the renewal application 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)(4)
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.
180.0403 HistoryHistory: 1989 a. 303; 1993 a. 331; 1995 a. 27; 2021 a. 258.
subch. V of ch. 180SUBCHAPTER V
OFFICE AND AGENT
180.0501180.0501Registered office and registered agent.
180.0501(1m)(1m) Each corporation shall designate and maintain a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of the corporation’s places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:
180.0501(1m)(a)(a) A natural person who resides in this state and whose business office is identical with the registered office.
180.0501(1m)(b)(b) A domestic corporation, nonprofit or nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.
180.0501(1m)(c)(c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office.
180.0501(2m)(2m)A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.