Wisconsin Statutes 181.1502 – Consequences of transacting business without authority
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Terms Used In Wisconsin Statutes 181.1502
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
- Year: means a calendar year, unless otherwise expressed; "year" alone means "year of our Lord". See Wisconsin Statutes 990.01
(1) Court proceedings barred. A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 181.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(2) Successors to foreign corporations. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(3) Stay of proceedings. A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(4) Penalties.
(a) Beginning on February 1, 2000, a foreign corporation that transacts business in this state without a certificate of authority is liable to the state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to the sum of all of the following:
1. All fees that would have been imposed under this chapter upon the foreign corporation had it applied for and received a certificate of authority when it began transacting business in this state.
2. A fee of $50 for each year or portion of a year during which it transacted business without a certificate of authority or $500, whichever is less.
(b) The foreign corporation shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of authority to the foreign corporation until the amount owed under par. (a) is paid. The attorney general may enforce a foreign corporation’s obligation to pay the department any amount owed under par. (a).
(5) Validity of corporate actions. Notwithstanding subs. (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.