Wisconsin: Corporation Registered-Agent Change and Resignation Requirements
The short answer
A Wisconsin business corporation must maintain an eligible registered agent whose Wisconsin business-office street address is identical to its physical registered office; designating the agent affirms consent. The corporation may file a signed statement, amend or restate its articles, or use differing agent information in its annual report; the current online change fee is $10 while paper Form 13-I charges $25. An agent may update its own information after written notice or resign effective on the earlier of 60 days or a successor's effective appointment; an uncured one-year agent or office lapse can lead to dissolution after notice and a further 60-day cure period.
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This is the general rule in Wisconsin. Ask about your specific facts and see which parts of current Wisconsin law apply, with citations to the statutes.
| Governing law, entity, agent, and scope | Wisconsin Business Corporation Law, Wis. Stat. ch. 180; ordinary domestic private business corporation and its registered-agent/office record, with foreign and special-entity provisions only as boundaries (§§ 180.0501-.0504, 180.1420-.1421) |
|---|---|
| Continuous agent and office; eligibility | Maintain Wisconsin agent and office. Agent may be a resident individual, listed domestic entity, or qualifying authorized foreign entity, with email and Wisconsin business/activity; business office must equal the physical street registered office. Designation affirms consent; DFI Form 13-I bars naming the entity itself (§ 180.0501; Form 13-I) |
| Corporation change authority and internal approval | Corporation delivers a statement changing agent, office, or both. An officer signs; incorporator before formation/director selection or receiver, trustee, or court fiduciary may sign in stated cases. No separate board or shareholder approval is stated (§§ 180.0502, 180.0120; Form 13-I) |
| Statement contents, signer, consent, and filing | State corporation name and resulting information; Form 13-I supplies new agent name/email, Wisconsin street office, office-identity certification, signature, printed name, capacity, and date. A new-agent filing affirms consent; one copy accompanies a nonelectronic filing unless DFI permits otherwise (§§ 180.0502, 180.0120; Form 13-I) |
| Registered-office and agent-office address rules | Actual Wisconsin physical street location, not solely a P.O. box, mailbox service, or answering service; agent's business office must be identical. Registered office need not be a corporation business location (§ 180.0501) |
| Agent-initiated, bulk, and commercial-agent changes | Agent may change its name, email, or business-office street address after written entity notice; filing lists corporation, current information, and new information, followed by prompt filing notice. Fee is $10/entity, reduced to $1 for each over 200 in simultaneous filings; no separate commercial-agent listing system appears (§§ 180.0502(3), 180.0122(1m)(k)) |
| Agent resignation, notice, delay, and successor gap | Statement gives corporation/agent names, registered and principal-office addresses, resignation, and any office discontinuance. DFI mails a copy; mandatory Form 13R also requires the agent to promise prompt written notice. Effective earlier of 60 days or successor appointment; $10 fee (§ 180.0503; Form 13R) |
| Effective time, fee, report, and correction routes | Change normally effective on DFI's receipt date at stated time or close of business, with delayed date/time up to 90 days. Online Form 13 fee $10; paper Form 13-I $25; optional expedite $100. Annual-report differences count as a change; articles amendment/restatement and articles of correction are alternatives (§§ 180.0122-.0124, 180.0502(1r), 180.1622(5)-(6)) |
| Service, default, dissolution, foreign, and contract boundaries | Serve agent; if absent/unservable, tracked delivery to principal office, then person in charge or publication. One-year lapse or unreported change supports written notice and 60-day cure before dissolution; dissolution does not terminate agent authority. Resignation preserves contract rights; foreign-corporation tracks remain separate (§§ 180.0503-.0504, 180.1420-.1421) |
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Requirements one by one
The agent's business office and the registered office must match
Wis. Stat. § 180.0501 requires both a registered agent and a registered office
in Wisconsin. The office must be an actual physical street location rather than
only a P.O. box, mailbox service, or answering service, and the agent's business
office must be identical to it. The office need not also be one of the
corporation's places of business.
An eligible agent may be a Wisconsin resident individual; one of the listed
domestic entity types; or one of the listed foreign entity types authorized to
transact business in Wisconsin. The agent must also have an email address and a
place of business or activity in the state. The statute treats designation as
the corporation's affirmation that the agent consented. Current DFI Form 13-I
adds the agency instruction that the represented entity may not name itself as
agent.
The corporation's filing is officer-signed and states the resulting record
Under Wis. Stat. § 180.0502, the corporation's statement gives its name and the
information that should be effective after filing. If it names a new agent, the
filing itself affirms that agent's consent; the statute and Form 13-I do not
require a separate successor-agent signature on the statement.
Wis. Stat. § 180.0120 assigns execution to an officer. An incorporator may sign
before the corporation is formed or directors are selected, and a receiver,
trustee, or other court-appointed fiduciary may sign when the corporation is in
that person's hands. The signer states a name and capacity. The surveyed filing
provisions state no separate board-resolution or shareholder-vote prerequisite.
An agent's own update is a separate notice-and-filing route
When the agent's name, email, or business-office street address changes, Wis.
Stat. § 180.0502(3) permits the agent to update a represented corporation's
record. Before filing, the agent gives the corporation written notice. The
statement then recites that notice and identifies the corporation, the agent's
current filed name/email/street address, and the new item. After DFI files it,
the agent promptly tells the corporation both that it was filed and what
changed.
Wisconsin does not create a separate commercial-agent listing in these
provisions. Under Wis. Stat. § 180.0122(1m)(k), simultaneous agent filings cost
$10 for each of the first 200 affected corporations and $1 for each additional
corporation.
Resignation can leave a 60-day transition period
Wis. Stat. § 180.0503 requires the resigning agent's statement to name the
corporation and agent, give the current registered-office and principal-office
addresses, state the resignation, and say whether the registered office is also
discontinued. DFI mails a filed copy to the principal office. Current mandatory
Form 13R additionally has the agent agree to send the entity prompt written
notice of the resignation and filing date.
The resignation and any office discontinuance become effective on the earlier
of 60 days after DFI receives the statement or the effective appointment of a
successor. The agent may resign even if the corporation is not in good standing,
and the resignation does not erase either side's contractual rights.
Filing method changes the fee, and the annual report can update the record
Wis. Stat. § 180.0123 normally makes the change effective on DFI's receipt date,
at the time stated in the document or at close of business if none is stated. A
permitted delayed effective date may be no more than 90 days after receipt.
The statutory change fee and current online Form 13 fee are $10. Current paper
Form 13-I instead charges $25, which Wis. Stat. § 180.0122(5) authorizes DFI to
set for paper records; optional expedited service adds $100. Form 13-I is
voluntary, while Form 13R says the resignation form is mandatory and charges
$10.
There are three alternatives to a stand-alone change statement. Section
180.0502(1r) permits amended or restated articles. Under Wis. Stat.
§ 180.1622(5)-(6), differing agent or office information in an annual report is
treated as a statement of change when DFI files the report. Wis. Stat.
§ 180.0124 permits articles of correction for an originally incorrect statement,
defective execution, or defective electronic transmission.
Service and dissolution use separate fallback clocks
Wis. Stat. § 180.0504 starts with service on the registered agent. If the
corporation has no agent or reasonable diligence cannot reach the agent, tracked
mail or similar delivery may go to the principal office; service is perfected at
the earliest of receipt, a signed return receipt, or five days after proper
deposit. If those routes fail, the statute allows delivery to the non-plaintiff
individual in charge of a regular business place and, when the principal-office
address cannot be found in DFI's records, class 3 publication in the specified
community.
Wis. Stat. §§ 180.1420-.1421 do not make a short vacancy an immediate
dissolution ground. The corporation must lack an agent or office for at least
one year, or fail for one year to report a change, resignation, or discontinued
office. DFI may then give written notice; the corporation has 60 days after that
notice takes effect to cure or disprove each ground before DFI may dissolve it.
Administrative dissolution itself does not terminate the registered agent's
authority.
What trips people up
- The $10 online fee and $25 paper fee are both current. The filing method, not
a different legal transaction, explains the difference. - Resignation has two official notice mechanics: § 180.0503 directs DFI to mail
the filed statement, while mandatory Form 13R also makes the agent promise
prompt written notice to the entity. - The resignation transition period and the administrative-dissolution clock
are different. The appointment can end after 60 days, but the one-year lapse
must occur before that lapse itself becomes a dissolution ground.
Common questions
Must the successor agent sign the corporation's Form 13 filing?
The statute treats the corporation's new-agent designation as an affirmation
that the agent consented. Current Form 13-I calls for the corporation's eligible
signer, not a separate successor-agent signature line.
May the corporation wait and make the change in its annual report?
Section 180.1622(6) treats differing registered-agent or registered-office
information in a filed annual report as a statement of change. Waiting can still
be risky when the existing agent or office is already inaccurate or vacant,
because the separate notice, service, and dissolution rules continue to run.
Can an agent use one filing for a large address move?
The same agent may submit simultaneous changes for represented corporations.
Section 180.0122(1m)(k) charges $10 for each of the first 200 and reduces the fee
to $1 for each affected corporation over 200; each corporation's required
information and notices still apply.
Statutes and sources
- Wis. Stat. § 180.0501. Registered office, agent eligibility, consent,
office identity, email, and statutory duties. Official
text (accessed
August 23, 2026). - Wis. Stat. § 180.0502. Corporation and agent-initiated changes, contents,
consent, notice, and article alternatives. Official
text (accessed
August 23, 2026). - Wis. Stat. §§ 180.0503-.0504. Resignation, notice, timing, contracts, and
service fallbacks. Resignation
and service
(accessed August 23, 2026). - Wis. Stat. §§ 180.0120, 180.0122-.0124. Execution, filing, fees,
effectiveness, delayed dates, and correction. Filing,
fees,
effective time,
and correction
(accessed August 23, 2026). - Wis. Stat. § 180.1622(5)-(6). Annual-report change route. Official
text (accessed
August 23, 2026). - Wis. Stat. §§ 180.1420-.1421. One-year grounds, notice, 60-day cure, and
agent authority after dissolution. Official
text (accessed
August 23, 2026). - Wisconsin DFI Form Corp13I (Revised May 2026). Paper statement of change,
signer instructions, address/identity rules, delayed date, and fees. Official
form
(accessed August 23, 2026). - Wisconsin DFI Form Corp13R (Revised May 2026). Mandatory resignation form,
agent notice promise, effective date, and fees. Official
form
(accessed August 23, 2026). - Wisconsin DFI online Form 13 page. Online filing contents and $10 fee.
Official filing page
(accessed August 23, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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