2011 Wisconsin Code
Chapter 180. Business corporations.
180.1531 Procedure for and effect of revocation.

180.1531

180.1531 Procedure for and effect of revocation.

180.1531(1)

(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. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the notice shall be in writing and addressed to the registered office of the foreign corporation.

180.1531(2)

(2)

180.1531(2)(a)

(a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

180.1531(2)(b)

(b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by entering a notation in the department's records to reflect each ground for revocation and the effective date of the revocation. The department shall give the foreign corporation under s. 180.0141 notice of each ground for revocation and the effective date of the revocation. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the notice shall be in writing and addressed to the registered office of the foreign corporation.

180.1531(2)(c)

(c)

180.1531(2)(c)1.

1. If a foreign corporation's certificate of authority is revoked after December 31, 1991, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

180.1531(2)(c)1.a.

a. Corrects each ground for revocation.

180.1531(2)(c)1.b.

b. Pays any fees or penalties due the department under s. 180.1502 (5) (a) or $5,000, whichever is less.

180.1531(2)(c)2.

2. A reinstatement under this paragraph shall relate back to and take 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.

180.1531(2m)

(2m)

180.1531(2m)(a)

(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. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and except as provided under par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the foreign corporation.

180.1531(2m)(b)

(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 publishing a class 2 notice under ch. 985 in the official state newspaper.

180.1531(3)

(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.

180.1531(4)

(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.

180.1531(5)

(5) Revocation of a foreign corporation's certificate of authority does not terminate the authority of its registered agent.

180.1531 - ANNOT.

History: 1989 a. 303; 1991 a. 269; 1993 a. 35; 1995 a. 27; 2001 a. 44.