193.115 Registered office and agent.
(1) Registered office and agent required. A cooperative shall establish and continuously maintain in this state all of the following:
(a) A registered office which may be, but need not be, the same as the cooperative's place of business.
(b) A registered agent, which agent may be an individual resident of this state whose business office is identical to the registered office, a domestic business entity, or a foreign business entity authorized to transact business in this state, having an office identical to the registered office.
(2) Designation of initial office and agent. The organizers of a cooperative shall designate the cooperative's initial registered office and agent by filing with the department, along with the original articles of organization under s. 193.215 (1), a statement setting forth all of the following:
(a) The name of the cooperative.
(b) The address of its registered office.
(c) The name of its registered agent.
(d) That the address of its registered office and the address of the business office of its registered agent are identical.
(2m) Change of office and agent. Except as provided in sub. (5), a cooperative may change its registered office or agent by filing with the department a statement setting forth all of the following:
(a) The name of the cooperative.
(b) The address of its then registered office.
(c) If the address of its registered office is to be changed, the address to which the registered office is to be changed.
(d) The name of its then registered agent.
(e) If its registered agent is to be changed, the name of its successor registered agent.
(f) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(g) That any change was authorized by affirmative vote of a majority of the board.
(3) Duties of department; effective date of change. Upon receipt of a statement delivered under sub. (2) or (2m), the department shall examine the statement to ensure that it conforms to the applicable requirements of this section. If the department finds that the statement conforms to the applicable requirements of this section, the department shall file the statement. Any change designated in a statement delivered under sub. (2m) takes effect upon filing of the statement by the department.
(4) Resignation of Agent. Any registered agent of a cooperative may resign as agent by filing with the department a written notice of resignation, together with one exact or conformed copy. The department shall mail a copy of the notice to the cooperative at its principal mailing address as determined by the department. The resignation takes effect on the first day of the 2nd month beginning after receipt of the notice by the department.
(5) Change of Address or Name of Agent. If the address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as applicable, of the cooperative that appointed the agent by filing with the department the statement required under sub. (2m), except that the statement need only be signed by the registered agent, need not satisfy sub. (2m) (e) or (g), and shall state that a copy of the statement has been mailed to the cooperative or to the legal representative of the cooperative.
History: 2005 a. 441.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 193 - Unincorporated cooperative associations.
193.105 - Use of term “cooperative" restricted.
193.111 - Filing fees and other requirements.
193.115 - Registered office and agent.
193.121 - Legal recognition of electronic records and signatures.
193.201 - Organizational purpose.
193.215 - Articles of organization and notice of mailing address.
193.221 - Amendment of articles.
193.225 - Conversion to cooperative.
193.245 - Cooperative records.
193.311 - Agricultural product and commodity marketing contracts.
193.315 - Indemnification and insurance against securities law claims.
193.401 - Board governs cooperative.
193.405 - Number of directors.
193.411 - Election of directors.
193.415 - Removal of directors.
193.417 - Resignation of directors.
193.423 - Allocation of voting authority among directors.
193.431 - Quorum; presence of objecting director.
193.435 - Actions of the board.
193.441 - Actions without a meeting.
193.443 - Board authority concerning certain cooperative property.
193.455 - Conduct and liability of directors.
193.461 - Director conflicts of interest.
193.465 - Limitation of director's liability in articles or bylaws.
193.511 - Regular members' meetings.
193.515 - Special members' meetings.
193.518 - Effect of insufficient notice.
193.521 - Certification of notice.
193.524 - Revocation of electronic communication.
193.525 - Quorum at members' meeting.
193.531 - Virtual members' meetings and attendance.
193.535 - Actions of the members.
193.541 - Actions without a members' meeting.
193.545 - Member voting rights.
193.551 - Patron member voting based on patronage.
193.553 - Voting rights limited to members as of date certain.
193.555 - Voting rights of nonmembers.
193.557 - Voting of jointly owned membership interests.
193.559 - Cumulative voting by members.
193.571 - Member authority concerning certain cooperative property.
193.601 - Membership interests.
193.605 - Cooperative securities.
193.611 - Assignment of financial rights.
193.615 - Nature and terms of a membership interest and statement of interest owned.
193.621 - Certificated membership interests.
193.625 - Replacement certificates.
193.631 - Restriction on transfer or registration of membership interests.
193.701 - Authorization, form, and acceptance.
193.702 - Valuation; presumption and liability.
193.705 - Restated value of previous contributions.
193.711 - Contribution agreements.
193.715 - Contribution rights agreements.
193.721 - Allocations of profits and distributions of cash and other assets.
193.725 - Allocations and distributions of profits to patron members.
193.731 - Member control agreements.
193.735 - Distribution of unclaimed property.
193.801 - Merger and consolidation.
193.805 - Merger of subsidiary or parent.
193.807 - Effective date; effect of merger or consolidation.
193.835 - Abandonment of merger.
193.905 - Voluntary dissolution; winding up.
193.911 - Revocation of dissolution proceedings.
193.925 - Court-supervised voluntary dissolution.
193.931 - Involuntary dissolution.
193.935 - Procedure in involuntary or court-supervised voluntary dissolution.
193.941 - Receiver qualifications and powers.
193.951 - Filing claims in involuntary or court-supervised voluntary dissolution proceedings.
193.955 - Discontinuance of court-supervised dissolution proceedings.