181.1506 Corporate name of foreign corporation.

(1) Fictitious name. 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) Distinguishability generally required.

(a) Except as authorized under subs. (3) and (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. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193.

4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3), respectively.

5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business 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 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. 181.0401 (1) (a) 1. or of the words “limited partnership", “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.

(3) Application to use nondistinguishable name. 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 under sub. (2). The department shall authorize use of the name applied for if any of the following conditions exists:

(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) Corporate reorganizations. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation or stock corporation that is used in this state if the other corporation or stock corporation is incorporated or authorized to transact business in this state and the foreign corporation has done any of the following:

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

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

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

(5) Failure to comply. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of sub. (2), it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of sub. (2) and obtains an amended certificate of authority under s. 181.1504.

History: 1997 a. 79; 2005 a. 441.