Wis. Stat. § 180.1507

Current through Acts 2023-2024, ch. 272
Section 180.1507 - Registered office and registered agent of foreign corporation
(1m) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:
(a) A natural person who resides in this state and whose business office is identical with the registered office.
(b) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.
(c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state, and the entity's business office is identical with the registered office.
(2m) A registered agent for a foreign corporation must have an e-mail address and a place of business in this state.
(3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.
(b) If the registered agent resigns, to provide the notice required by s. 180.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.
(c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.

Wis. Stat. § 180.1507

Amended by Acts 2021 ch, 258,s 353, eff. 4/17/2022.
Amended by Acts 2021 ch, 258,s 352, eff. 4/17/2022.
Amended by Acts 2015 ch, 295,s 34, eff. 7/1/2016.
1989 a. 303; 1993 a. 112; 2001 a. 44.

Appointing a registered agent does not signify consent to general personal jurisdiction. This section is devoid of any language regarding either consent or jurisdiction. It merely requires that every foreign corporation authorized to do business in Wisconsin maintain a registered office and registered agent in the state. Subs. (1) to (3) describe the persons and entities eligible to serve as registered agents. Section 180.1510(1) does mention "service of process" but service of process is an act distinct from the grounds necessary to confer general jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.