2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1531 - Procedure for and effect of revocation.

180.1531
Procedure for and effect of revocation.
(1)
If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 180.0141 notice of the determination. The notice shall be in writing and addressed to the registered office of the foreign corporation.
(2)
(a)
Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the foreign corporation shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.
(b)
If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority. The department shall enter a notation in its records to reflect each ground for revocation and the effective date of revocation and shall give the corporation notice of those facts. The department shall give the foreign corporation under s. 180.0141 notice of each ground for revocation and the effective date of the revocation. The notice shall be in writing and addressed to the registered office of the foreign corporation.
(c)
1.
The department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:
a.
Corrects each ground for revocation.
b.
Pays any fees or penalties due the department under s. 180.1502 (5) (a) or $5,000, whichever is less.
1m.
Upon reinstatement of a corporation's certificate of authority under subd. 1., the department shall enter a notation in its records revising the notation specified in par. (b) to reflect cancellation of the revocation and reinstatement of the corporation's certificate of authority. The notation shall state the effective date of reinstatement. The department shall provide notice of the reinstatement to the corporation or its registered agent.
2.
When the reinstatement under this section is effective, all of the following shall apply:
a.
Except as provided in subd. 2. b., the reinstatement relates back to and takes effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.
b.
The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.
(2m)
(a)
If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the foreign corporation.
(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)
The authority of a foreign corporation to transact business in this state, other than as provided in s. 180.1501 (2), ends on the date shown on the certificate revoking its certificate of authority.
(4)
If the department or a court revokes a foreign corporation's certificate of authority, the foreign corporation may be served under s. 180.1510 (3) and (4) or the foreign corporation's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.
(5)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of its registered agent.
History:  1989 a. 303; 1991 a. 269; 1993 a. 35; 1995 a. 27; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.