Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.
181.0403 - Registration of name.

181.0403 Registration of name.
(1) By foreign corporation.
(a) A foreign corporation that has not filed a certificate of authority under s. 181.1503 may register its name, or a fictitious name adopted pursuant to s. 181.1506 (1), if the name is distinguishable upon the records of the department from the names that are available under s. 181.1506 (2).
(b) To register its name or a fictitious name adopted pursuant to s. 181.1506 (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. 181.1506 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.
(c) The registration of a name under this section expires annually on December 31.
(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.
(e) A foreign corporation whose name registration is effective may apply for and obtain a certificate of authority as a foreign corporation under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
(2) Merger, name change or dissolution.
(a) A corporation 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 corporation, simultaneously with the delivery for filing of the articles of merger, the articles of dissolution, or the articles of amendment or the restated articles of incorporation that change the corporate name.
(b) A foreign corporation may, upon change of name, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the foreign corporation, simultaneously with the delivery for filing of an application for an amended certificate of authority that changes the corporate name.
(3) Effective date. A corporate name is registered under sub. (1) or (2) for the applicant's exclusive use on the effective date of the application.
(3m) Transfer of registered name. 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.
(4) Termination of registered name.
(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.
(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:
1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.
2. The domestic corporation that has consent to use the registered name is incorporated.
3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.
History: 1997 a. 79; 2021 a. 258.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 181 - Nonstock corporations.

181.0103 - Definitions.

181.0105 - Knowledge; notice.

181.0107 - Governing law.

181.0121 - Forms.

181.0127 - Evidentiary effect of copy of filed document.

181.0129 - Penalty for false document.

181.0141 - Notice.

181.0160 - Judicial relief.

181.0162 - Relation to electronic signatures in global and national commerce act.

181.0163 - Forum selection provisions.

181.0201 - Incorporators.

181.0202 - Articles of incorporation.

181.0203 - Incorporation.

181.0205 - Organization of corporation.

181.0206 - Bylaws.

181.0207 - Emergency bylaws.

181.0208 - Filing requirements.

181.0209 - Effective date and time.

181.0210 - Withdrawal of filed record before effectiveness.

181.0211 - Correcting filed record.

181.0212 - Duty of department to file; review of refusal to file; delivery of record by department.

181.0213 - Certificate of status.

181.0214 - Annual report for department.

181.0301 - Purposes.

181.0302 - General powers.

181.0303 - Emergency powers.

181.0304 - Effect of unauthorized corporate acts.

181.0320 - Private foundations.

181.0330 - Offer and sale of securities.

181.0401 - Corporate name.

181.0402 - Reservation of name.

181.0403 - Registration of name.

181.0501 - Registered agent and registered office.

181.0502 - Change of registered agent or registered office.

181.0503 - Resignation of registered agent.

181.0504 - Service of process, notice, or demand.

181.0505 - Change of name or address by registered agent.

181.0506 - Delivery of record.

181.0507 - Filing fees; certified copies.

181.0601 - Admission.

181.0602 - Consideration and certificates.

181.0603 - No requirement of members.

181.0610 - Differences in rights and obligations of members.

181.0611 - Transfers.

181.0612 - Member's liability to 3rd parties.

181.0613 - Member's liability for dues, assessments and fees.

181.0614 - Creditor's action against member.

181.0620 - Termination, expulsion and suspension.

181.0622 - Purchase of memberships.

181.0640 - Delegates.

181.0670 - Limited liability of volunteers.

181.0701 - Annual and regular meetings.

181.0702 - Special meeting.

181.0704 - Action by written consent.

181.0705 - Notice of meeting.

181.0706 - Waiver of notice.

181.0707 - Record date; determining members entitled to notice and vote.

181.0708 - Action by written ballot.

181.0720 - Members' list for meeting.

181.0721 - Voting entitlement generally.

181.0722 - Quorum requirements.

181.0723 - Voting requirements.

181.0724 - Proxies.

181.0725 - Cumulative voting for directors.

181.0726 - Other methods of electing directors.

181.0727 - Acceptance of instruments showing member action.

181.0730 - Voting agreements.

181.0735 - Voting power.

181.0740 - Derivative proceedings; definition.

181.0741 - Derivative proceedings; standing.

181.0742 - Derivative proceedings; demand.

181.0743 - Derivative proceedings; stay of proceedings.

181.0744 - Derivative proceedings; dismissal.

181.0745 - Derivative proceedings; discontinuance or settlement.

181.0746 - Derivative proceedings; payment of expenses.

181.0747 - Derivative proceedings; applicability.

181.0801 - Requirement for and duties of board.

181.0802 - Qualifications of directors.

181.0803 - Number of directors.

181.0804 - Election, designation and appointment of directors.

181.0805 - Terms of directors generally.

181.0806 - Staggered terms for directors.

181.0807 - Resignation of directors.

181.0808 - Removal of directors elected by members or directors.

181.0809 - Removal of designated or appointed directors.

181.0810 - Removal of directors by judicial proceeding.

181.0811 - Vacancies.

181.0820 - Regular and special meetings.

181.0821 - Action without meeting.

181.0822 - Call and notice of meetings.

181.0823 - Waiver of notice.

181.0824 - Quorum and voting.

181.0825 - Committees of the board.

181.0831 - Director conflict of interest.

181.0832 - Loans to directors and officers.

181.0833 - Liability for unlawful distributions.

181.0840 - Officers.

181.0841 - Duties and authority of officers and agents.

181.0843 - Resignation and removal of officers.

181.0844 - Contract rights of officers.

181.0850 - Reliance by directors or officers.

181.0853 - Consideration of interests in addition to members' interests.

181.0855 - Limited liability of directors and officers.

181.0860 - Statements of changes in directors or principal officers.

181.0871 - Definitions applicable to indemnification and insurance provisions.

181.0872 - Mandatory indemnification.

181.0873 - Determination of right to indemnification.

181.0874 - Allowance of expenses as incurred.

181.0875 - Corporation may limit indemnification.

181.0877 - Additional rights to indemnification and allowance of expenses.

181.0879 - Court-ordered indemnification.

181.0881 - Indemnification and allowance of expenses of employees and agents.

181.0883 - Insurance.

181.0889 - Indemnification and insurance against securities law claims.

181.1001 - Authority to amend articles of incorporation.

181.1002 - Amendment of articles of incorporation by directors.

181.1003 - Amendment of articles of incorporation by directors and members.

181.1004 - Class voting by members on amendments to articles of incorporation.

181.1005 - Articles of amendment.

181.1006 - Restated articles of incorporation.

181.1007 - Amendment of articles of incorporation pursuant to judicial reorganization.

181.1008 - Effect of amendment and restatement of articles of incorporation.

181.1020 - Amendment of bylaws by directors.

181.1021 - Amendment of bylaws by directors and members.

181.1022 - Class voting by members on amendments of bylaws.

181.1030 - Approval by 3rd persons.

181.1100 - Definitions.

181.11001 - Relationship of subchapter to other laws.

181.11002 - Existing purpose.

181.11003 - Nonexclusivity.

181.11004 - Reference to external facts.

181.1101 - Merger authorized.

181.1102 - Plan of merger.

181.1103 - Approval of merger; amendment; abandonment.

181.11045 - Filings required for merger; effective date.

181.11055 - Effect of merger.

181.1108 - Bequests, devises, and gifts.

181.1131 - Interest exchange authorized.

181.1132 - Plan of interest exchange.

181.1133 - Approval of interest exchange; amendment; abandonment.

181.1134 - Filings required for interest exchange; effective date.

181.1135 - Effect of interest exchange.

181.1150 - Conversion of cooperative.

181.1161 - Conversion authorized.

181.1162 - Plan of conversion.

181.1163 - Approval of conversion; amendment; abandonment.

181.1164 - Filings required for conversion; effective date.

181.1165 - Effect of conversion.

181.1171 - Domestication authorized.

181.1172 - Plan of domestication.

181.1173 - Approval of domestication; amendment; abandonment.

181.1174 - Filings required for domestication; effective date.

181.1175 - Effect of domestication.

181.1180 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

181.1201 - Sale of assets in regular course of activities and mortgage of assets.

181.1202 - Sale of assets other than in regular course of activities.

181.1301 - Prohibited distributions.

181.1302 - Authorized distributions.

181.1401 - Dissolution by incorporators, directors, members and 3rd persons.

181.1403 - Articles of dissolution.

181.1404 - Revocation of dissolution.

181.1405 - Effect of dissolution.

181.1406 - Known claims against dissolved corporation.

181.1407 - Survival of remedies and claims.

181.1420 - Grounds for administrative dissolution.

181.1421 - Procedure for and effect of administrative dissolution.

181.1422 - Reinstatement following administrative dissolution.

181.1423 - Appeal from denial of reinstatement.

181.1430 - Grounds for judicial dissolution.

181.1431 - Procedure for judicial dissolution.

181.1432 - Receivership or custodianship.

181.1433 - Decree of dissolution.

181.1440 - Deposit with secretary of revenue.

181.1501 - Authority to transact business required.

181.1502 - Consequences of transacting business without authority.

181.1503 - Application for certificate of authority.

181.1504 - Amended certificate of authority.

181.1505 - Effect of certificate of authority.

181.1506 - Corporate name of foreign corporation.

181.1507 - Registered office and registered agent.

181.1508 - Change of registered agent or registered office of foreign corporation.

181.1509 - Resignation of registered agent of foreign corporation.

181.1510 - Service of process, notice, or demand on foreign corporation.

181.1520 - Withdrawal of foreign corporation.

181.1530 - Grounds for revocation.

181.1531 - Procedure for and effect of revocation.

181.1532 - Appeal from revocation.

181.1601 - Corporate records.

181.1602 - Inspection of records by members.

181.1603 - Scope of inspection rights.

181.1604 - Court-ordered inspection.

181.1605 - Limitations on use of membership list.

181.1620 - Financial statements for members.

181.1621 - Report of indemnification to members.

181.1701 - Applicability of chapter.

181.1703 - Saving provisions.