180.1506 Corporate name of foreign corporation.

(1) If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.

(2)

(a) Except as authorized by sub. (3) or (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department from all of the following names:

1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.

2. A corporate name reserved or registered under s. 180.0402, 180.0403, 181.0402 or 181.0403.

3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.

4. The fictitious name of another foreign corporation or nonstock corporation authorized to transact business in this state.

5. The corporate name of a nonstock corporation incorporated in this state.

6. The name of a limited partnership formed under the laws of, or registered in, this state.

7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.

8. The name of a limited liability company organized under the laws of, or registered in, this state.

9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

(b) The corporate name of a foreign corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.

(3) A foreign corporation may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:

(a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

(b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(4) A foreign corporation may use in this state the name, including the fictitious name, that is used in this state by a domestic corporation or another foreign corporation authorized to transact business in this state if the foreign corporation proposing to use the name has done any of the following:

(a) Merged with the other domestic corporation or foreign corporation.

(b) Been formed by reorganization of the other domestic corporation or foreign corporation.

(c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.

(5) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy sub. (2), it may not transact business in this state under the changed name until it adopts a name satisfying sub. (2) and obtains an amended certificate of authority under s. 180.1504.

History: 1989 a. 303; 1993 a. 112; 1995 a. 27, 97; 1997 a. 79; 2005 a. 441.