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 emailing 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it was authorized to transact business in this state, if the foreign corporation has done any of the following: (a) Withdrawn from transacting business in this state under s. 181.1520.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.
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.
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.