226.12 Liability of inactive foreign corporation. An action for the recovery of money may be commenced and prosecuted against a foreign corporation although such corporation may have ceased to act as a corporation in the same manner as though it had not so ceased to act; and the judgment may be enforced against property in this state which such corporation has any interest in or would have an interest in had the same not ceased to act as aforesaid, whether held or controlled by it or by a trustee, assignee, agent or other person for the use and benefit in whole or in part of such corporation or the creditors thereof or both.
226.01 Definition. In this chapter “foreign corporation” means all corporations, associations and joint stock companies organized otherwise than under the laws of this state, except railroad corporations, associations created solely for religious or charitable purposes, insurers, motor clubs, building and loan associations and corporations not organized or conducted for profit. History: 1979 c. 102.
226.025 Qualification of foreign utility holding companies; exceptions. (1) Within the meaning of this chapter, every foreign corporation shall be deemed to be doing business within the state if, directly or indirectly, through agents, trustees or any other means, it furnishes to any affiliated public utility for use in intrastate operations in this state, any of the following: (a) Any managerial, supervisory, engineering, legal, accounting, or financial service. (b) Any equipment, facilities, or commodities, by sale, lease, exchange, conveyance, license, or similar arrangement. (2) Within the meaning of this section the term “affiliated” shall have the same meaning as the term “affiliated interests” as defined in s. 196.52 (1). Provided, however, that the mere ownership of stock and receipt of dividends thereon shall not constitute doing business. This section shall not have the effect of imposing upon the corporation described in s. 196.52 (1) a duty to pay fees. The provisions of this section shall apply to interstate commerce only so far as the constitution and laws of the United States permit. (3) The appointment of the department of financial institutions or the designation of a resident agent as attorney for the service of summons, notice, pleadings or process under s. 180.1507 shall be applicable only to actions or proceedings against the foreign corporations described in this section (unless such corporations have been admitted to this state for purposes other than those mentioned in this section) where the cause of action or proceeding arises out of transactions between such foreign corporations and public utilities operating in this state with which such foreign corporations are affiliated; and to actions or proceedings by or before the public service commission or office of the commissioner of railroads involving the transactions described in sub. (1), or involving the relation between such foreign corporations and public utilities operating in this state with which they are affiliated. History: 1977 c. 29; 1981 c. 347 s. 80 (2); 1981 c. 390, 391; 1989 a. 303; 1993 a. 16, 123; 1995 a. 27; 2021 a. 240 ss. 29, 30.
226.05 Bank deposits by nonresidents, taxation evidence. The making and maintaining of deposits and checking or other accounts by a nonresident of this state or by a foreign corporation in any bank, either state or national, or in any trust company in this state, shall not be considered as doing business or acquiring, holding or disposing of property in this state, nor considered a factor in determining whether such person or corporation is doing business in this state, or in determining the situs of the property or income of such corporation or person for taxation purposes.
Liability of inactive foreign corporation. Plaintiff’s lien. Common law trusts, domestic and alien.
Since a corporation’s existence and capacity to be sued is governed by the state of incorporation or where it is certified to do business, this section cannot apply when a corporation has not been certified to do business in Wisconsin and has no assets here. Bazan v. Kux Machine Co. 52 Wis. 2d 325, 190 N.W.2d 521 (1971).