reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1401 - Dissolution by incorporators, directors, members and 3rd persons.

181.1401
Dissolution by incorporators, directors, members and 3rd persons.
(1)
In general.
(a)
Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators.
(b)
After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following:
1.
Unless the articles of incorporation or bylaws provide otherwise, the board.
2.
The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
3.
A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.
(2)
Corporation without members with voting rights. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors' meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(3)
Notice requirements. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(4)
Written consents or ballots. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(5)
Distribution of assets. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1403 - Articles of dissolution.

181.1403
Articles of dissolution.
(1)
Filing requirements. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information:
(a)
The name of the corporation.
(b)
The date dissolution was authorized.
(c)
A statement that dissolution was approved by a sufficient vote of the board.
(d)
If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators.
(e)
If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution.
(f)
If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained.
(g)
If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period.
(2)
Effective date. A corporation is dissolved upon the effective date of its articles of dissolution.
History:  1997 a. 79; 2001 a. 44.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1404 - Revocation of dissolution.

181.1404
Revocation of dissolution.
(1)
When permitted. A corporation may revoke its dissolution within 120 days of its effective date.
(2)
How authorized. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members or any other person.
(3)
Filing requirements. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following information:
(a)
The name of the corporation.
(b)
The effective date of the dissolution that was revoked.
(c)
The date that the revocation of dissolution was authorized.
(d)
If the corporation's board or the incorporators revoked the dissolution, a statement to that effect.
(e)
If the corporation's board revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board alone pursuant to that authorization.
(f)
If member or 3rd-person action was required to revoke the dissolution, the information required under s. 181.1403 (1) (e) and (f).
(4)
Effective date. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5)
Effect of revocation. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1405 - Effect of dissolution.

181.1405
Effect of dissolution.
(1)
Powers of dissolved corporation. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including any of the following:
(a)
Preserving and protecting its assets and minimizing its liabilities.
(b)
Discharging or making provision for discharging its liabilities and obligations.
(c)
Disposing of its properties that will not be distributed in kind.
(d)
Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition.
(e)
Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.
(g)
If no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving.
(h)
Doing every other act necessary to wind up and liquidate its assets and affairs.
(2)
Matters not affected by dissolution. Dissolution of a corporation does not do any of the following:
(a)
Transfer title to the corporation's property.
(b)
Subject its directors or officers to standards of conduct different from those under subch. VIII.
(c)
Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
(d)
Prevent commencement of a proceeding by or against the corporation in its corporate name.
(e)
Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
(f)
Terminate the authority of the registered agent.
(3)
Retention of exclusive use of name. Except as provided in s. 181.1421 (6) and unless a dissolved corporation registers its corporate name under s. 181.0403 (2), the dissolved corporation retains the exclusive use of its corporate name for 120 days after the effective date of its articles of dissolution or for a shorter period if specified in its articles of dissolution under s. 181.1403 (1) (g).
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1406 - Known claims against dissolved corporation.

181.1406
Known claims against dissolved corporation.
(1)
Definition. In this section, “claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(2)
Disposition of known claims. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(3)
Notice requirements. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall include all of the following information:
(a)
A description of the information that must be included in a claim.
(b)
A mailing address where a claim may be sent.
(c)
The deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim.
(d)
The claim will be barred if not received by the deadline.
(4)
When claims barred. A claim against the dissolved corporation is barred if any of the following occurs:
(a)
A claimant who is given written notice under sub. (2) does not deliver the claim to the dissolved corporation by the deadline.
(b)
A claimant whose claim is rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1407 - Survival of remedies and claims.

181.1407
Survival of remedies and claims.
(1)
Commencement of actions or proceedings. Except as provided in s. 181.1406 (4), the dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers have the power to take such corporate or other action as is appropriate to protect such remedy, right or claim.
(2)
Enforcement of claim against corporation. A claim may be enforced under this section against any of the following:
(a)
The dissolved corporation, to the extent of its undistributed assets.
(b)
If the assets have been distributed in liquidation, any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's prorated share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1420 - Grounds for administrative dissolution.

181.1420
Grounds for administrative dissolution.
The department may bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any of the following occurs:
(1)
Nonpayment. The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.
(2)
Failure to file annual report. The corporation does not have on file its annual report with the department within one year after it is due.
(3)
Failure to maintain registered agent or office. The corporation is without a registered agent or registered office in this state for at least one year.
(4)
Failure to notify department of change. The corporation does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.
(6)
Duration expires. The corporation's period of duration stated in its articles of incorporation expires.
(7)
Human trafficking. The corporation violates s. 940.302 (2) or 948.051 (2).
History:  1997 a. 79; 2007 a. 116; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1421 - Procedure for and effect of administrative dissolution.

181.1421
Procedure for and effect of administrative dissolution.
(1)
Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department may give the corporation notice of the determination. The notice shall be in writing and addressed to the agent of the corporation.
(2)
Secondary notices.
(a)
If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department.
(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 posting the notice on the department's Internet site.
(3)
Effective date of notice. A notice of determination made under sub. (1) or (2) is effective upon the earliest of the following:
(a)
The date on which the corporation or its registered agent receives the notice.
(b)
Five days after the notice is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
(c)
If the notice is sent by certified mail, return receipt requested, and if the return receipt is signed on behalf of the corporation, the date shown on the return receipt.
(d)
If the notice is posted on the department's Internet site, the date of posting.
(4)
Cure.
(a)
Within 60 days after the notice takes effect under sub. (3), the corporation shall, with respect to each ground for dissolution, either correct such ground or demonstrate to the reasonable satisfaction of the department that such ground determined by the department does not exist.
(b)
If the corporation fails to satisfy par. (a), the department may administratively dissolve the corporation by entering a notation in the department's records to reflect each ground for dissolution and the effective date of such dissolution. The department shall give the corporation notice of each ground for dissolution and the effective date of dissolution. The notice shall be in writing and addressed to the agent of the corporation.
(5)
Effect of administrative dissolution. Sections 181.1405 (1) and (2), 181.1406 and 181.1407 apply to a corporation that is administratively dissolved.
(6)
Termination of right to exclusive use of name. The corporation's right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.
(7)
Effect of dissolution on agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent.
History:  1997 a. 79; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1422 - Reinstatement following administrative dissolution.

181.1422
Reinstatement following administrative dissolution.
(1)
Application for reinstatement. A corporation that is administratively dissolved may apply to the department for reinstatement. The application shall include all of the following:
(a)
The name of the corporation and the effective date of its administrative dissolution.
(b)
A statement that each ground for dissolution either did not exist or has been cured.
(c)
A statement that the corporation's name satisfies s. 181.0401.
(2)
Grounds for reinstatement.
(a)
The department shall cancel the notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:
1.
That the application contains the information required by sub. (1) and the information is correct.
2.
That all fees and penalties owed by the corporation to the department under this chapter have been paid.
(b)
The certificate of reinstatement shall state the department's determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and return a copy to the corporation or its representative.
(3)
Effect of reinstatement; relation back. When the reinstatement becomes effective, it shall, except as provided in sub. (4), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred.
(4)
Effect of reinstatement; additional rules. When reinstatement under this section is effective, all of the following rules apply:
(a)
Except as provided in par. (b), the corporation's period of duration continues as if the dissolution had never occurred.
(b)
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
History:  1997 a. 79; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1423 - Appeal from denial of reinstatement.

181.1423
Appeal from denial of reinstatement.
(1)
Notice of denial. If the department denies a corporation's application for reinstatement under s. 181.1422, the department shall serve the corporation under s. 181.0504 with a written notice that explains each reason for denial.
(2)
Time for appeal of denial. The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is effective under s. 181.0105 (4). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's notice of dissolution, the corporation's application for reinstatement, and the department's notice of denial.
(3)
Judicial remedy. The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
(4)
Appeal of court decision. The court's final decision may be appealed as in other civil proceedings.
History:  1997 a. 79; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1430 - Grounds for judicial dissolution.

181.1430
Grounds for judicial dissolution.
(1)
Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:
(a)
The attorney general if any of the following is established:
1.
That the corporation obtained its articles of incorporation through fraud.
2.
That the corporation has continued to exceed or abuse the authority conferred upon it by law.
(b)
Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:
1.
That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes.
2.
That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.
3.
That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.
4.
That the corporate assets are being misapplied or wasted.
5.
That the corporation is no longer able to carry out its purposes.
(c)
A creditor if any of the following is established:
1.
That the creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.
2.
That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(d)
The corporation to have its voluntary dissolution continued under court supervision.
(2)
Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:
(a)
Whether there are reasonable alternatives to dissolution.
(b)
Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1431 - Procedure for judicial dissolution.

181.1431
Procedure for judicial dissolution.
(1)
Who are parties. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(2)
Powers of court. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1432 - Receivership or custodianship.

181.1432
Receivership or custodianship.
(1)
Powers of court. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(2)
Who may serve as receiver or custodian. The court may appoint an individual, or a domestic or foreign corporation or stock corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3)
Powers and duties of receiver or custodian.
(a)
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time.
(b)
A receiver may exercise, but is not limited to, all of the following powers:
1.
To dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation.
2.
To sue and defend in the receiver's name as receiver of the corporation in all courts of this state.
(c)
A custodian may exercise all of the powers of the corporation, through or in place of its board or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors and may sue and defend in the custodian's name as custodian of the corporation in all courts in this state.
(4)
Redesignation. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
(5)
Compensation and expenses. The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1433 - Decree of dissolution.

181.1433
Decree of dissolution.
(1)
Entering decree. If after a hearing the court determines that one or more grounds for judicial dissolution under s. 181.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department, who shall file it.
(2)
Effect of decree. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with s. 181.1405 and the notification of its claimants in accordance with ss. 181.1406 and 181.1407.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1440 - Deposit with secretary of revenue.

181.1440
Deposit with secretary of revenue.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the secretary of revenue for safekeeping. However, in the secretary's discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the secretary of revenue shall deliver to the creditor, member or other person or his or her representative that amount or property.
History:  1997 a. 79; 2013 a. 20.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1501 - Authority to transact business required.

181.1501
Authority to transact business required.
(1)
In general. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
(2)
Permitted activities. The following activities, among others, do not constitute transacting business in this state within the meaning of this subchapter:
(a)
Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
(b)
Holding meetings of the board or members or carrying on other activities concerning internal corporate affairs.
(c)
Maintaining bank accounts.
(d)
Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation's memberships or maintaining trustees or depositaries with respect to those memberships.
(e)
Selling through independent contractors.
(f)
Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
(g)
Creating or acquiring indebtedness, mortgages and security interests in property.
(h)
Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(i)
Owning, without more, property.
(j)
Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
(k)
Transacting business in interstate commerce.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1502 - Consequences of transacting business without authority.

181.1502
Consequences of transacting business without authority.
(1)
Court proceedings barred. A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 181.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(2)
Successors to foreign corporations. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(3)
Stay of proceedings. A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(4)
Penalties.
(a)
Beginning on February 1, 2000, a foreign corporation that transacts business in this state without a certificate of authority is liable to the state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to the sum of all of the following:
1.
All fees that would have been imposed under this chapter upon the foreign corporation had it applied for and received a certificate of authority when it began transacting business in this state.
2.
A fee of $50 for each year or portion of a year during which it transacted business without a certificate of authority or $500, whichever is less.
(b)
The foreign corporation shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of authority to the foreign corporation until the amount owed under par. (a) is paid. The attorney general may enforce a foreign corporation's obligation to pay the department any amount owed under par. (a).
(5)
Validity of corporate actions. Notwithstanding subs. (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1503 - Application for certificate of authority.

181.1503
Application for certificate of authority.
(1)
Filing requirements. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall be made on a form prescribed by the department and shall include all of the following information:
(a)
The name of the foreign corporation or, if its name is unavailable for use in this state, a fictitious name that satisfies s. 181.1506.
(b)
The name of the state or country under whose law it is incorporated.
(c)
Its date of incorporation and period of duration.
(d)
The street address of its principal office.
(e)
The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.
(f)
The name and usual business or home address of each of its current directors and principal officers.
(g)
Whether the foreign corporation has members.
(h)
A statement that the corporation is organized without capital stock.
(2)
Authentication. The foreign corporation shall deliver with the completed application a certificate of status or a document of similar import authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1504 - Amended certificate of authority.

181.1504
Amended certificate of authority.
(1)
When required. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if the foreign corporation changes any of the following:
(a)
Its corporate name or the fictitious name under which it has been issued a certificate of authority.
(b)
Its date of incorporation or the period of its duration.
(c)
The state or country of its incorporation.
(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.
History:  1997 a. 79; 2001 a. 44.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1505 - Effect of certificate of authority.

181.1505
Effect of certificate of authority.
(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.
(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.
(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.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1507 - Registered office and registered agent.

181.1507
Registered office and registered agent.
(1m)
Each foreign corporation shall designate and continuously maintain a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the foreign corporation that the agent has consented to serve.
(2m)
The registered office may, but need not, be the same as any of its places of business or activity. 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 services. The registered agent shall be any of the following:
(a)
A natural person who resides in this state and whose business office is identical with the registered office.
(b)
A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company whose business office is identical with the registered office.
(c)
A foreign corporation, stock 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.
(3m)
A registered agent for a foreign corporation must have an e-mail address and a place of business or activity in this state.
(4m)
The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a)
To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.
(b)
If the registered agent resigns, to provide the notice required by s. 181.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.
(c)
To keep current the information with respect to the agent in the foreign corporation's certificate of authority.
History:  1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1508 - Change of registered agent or registered office of foreign corporation.

181.1508
Change of registered agent or registered office of foreign corporation.
(1)
A foreign corporation authorized to transact business in this state may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following:
(a)
The name of the foreign corporation.
(b)
The information that is to be in effect as a result of the filing of the statement of change.
(2)
A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.
(3)
As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1509 - Resignation of registered agent of foreign corporation.

181.1509
Resignation of registered agent of foreign corporation.
(1)
A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a statement of resignation that states all of the following:
(a)
The name of the foreign corporation.
(b)
The name of the agent.
(bm)
That the agent resigns from serving as registered agent for the foreign corporation.
(c)
The address of the foreign corporation to which the agent will send the notice required by sub. (4).
(3)
The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:
(a)
Sixty days after the department receives the statement of resignation for filing.
(b)
The date on which the appointment of a successor registered agent is effective.
(4)
A registered agent promptly shall furnish to the foreign corporation notice in a record of the date on which a statement of resignation was filed.
(5)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.
(6)
A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1510 - Service of process, notice, or demand on foreign corporation.

181.1510
Service of process, notice, or demand on foreign corporation.
(1)
A foreign corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4).
(2)
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.
(3)
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:
(a)
Withdrawn from transacting business in this state under s. 181.1520.
(b)
Had its certificate of authority revoked under s. 181.1531.
(4)
(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, or by similar commercial delivery service, addressed to the foreign corporation at its principal office, as shown on the records of the department on the date of sending, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:
1.
The date the foreign corporation receives the mail or delivery by commercial delivery service.
2.
The date shown on the return receipt, if signed on behalf of the foreign corporation.
3.
Five days after its deposit in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(b)
If process, notice, or demand in an action cannot be served on a foreign corporation pursuant to subs. (1) to (3), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the foreign corporation if the individual served is not a plaintiff in the action. 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.
(4m)
Service of process, notice, or demand on a registered agent must be in a written record.
(5)
Service of process, notice, or demand may be made by other means under law other than this chapter.
History:  1997 a. 79; 2011 a. 234; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1520 - Withdrawal of foreign corporation.

181.1520
Withdrawal of foreign corporation.
(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.
(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:
(a)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
(b)
A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.
(c)
A statement whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also 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.
(d)
The mailing address of its principal office, if different from that shown on its most recent annual report.
(e)
A commitment to notify the department in the future of any change in the mailing address of its principal office.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1530 - Grounds for revocation.

181.1530
Grounds for revocation.
(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:
(a)
The foreign corporation fails to file its annual report with the department within 4 months after it is due.
(b)
The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
(c)
The foreign corporation is without a registered agent or registered office in this state for at least 6 months.
(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.
(e)
The foreign corporation obtained its certificate of authority through fraud.
(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.
(g)
The foreign corporation violates s. 940.302 (2) or 948.051 (2).
(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).
(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).
History:  1997 a. 79; 2007 a. 116.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1532 - Appeal from revocation.

181.1532
Appeal from revocation.
(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.
(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.
(3)
Appeal of judicial decision. The court's final decision may be appealed as in other civil proceedings.
History:  1997 a. 79; 2001 a. 44.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1601 - Corporate records.

181.1601
Corporate records.
(1)
Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under s. 181.0825.
(2)
Accounting records. A corporation shall maintain appropriate accounting records.
(3)
Membership records. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(4)
Form. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5)
Copies at principal office. A corporation shall keep a copy of all of the following records at its principal office:
(a)
Its articles of incorporation and all amendments to them currently in effect.
(b)
Its bylaws or restated bylaws and all amendments to them currently in effect.
(c)
Resolutions adopted by its board relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.
(d)
The minutes of all meetings of members and records of all actions approved by the members for the past 3 years.
(e)
The financial statements furnished for the past 3 years under s. 181.1620.
(f)
A list of the names and business or home addresses of its current directors and officers.
(g)
Its most recent annual report delivered to the department under s. 181.0214.
History:  1997 a. 79; 2021 a. 258.