2010 Wisconsin Code
Chapter 180. Business corporations.
180.1602 Inspection of records by shareholders.

180.1602

180.1602 Inspection of records by shareholders.

180.1602(1)

(1) In this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.

180.1602(1m)

(1m) Except as provided in sub. (4), a shareholder of a corporation may inspect and copy the corporation's bylaws, if any, as then in effect, during regular business hours at the corporation's principal office. To inspect bylaws under this subsection, the shareholder shall give the corporation written notice that complies with s. 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the bylaws.

180.1602(2)

(2)

180.1602(2)(a)

(a) Except as provided in par. (c) and sub. (4), a shareholder of a corporation who satisfies par. (b) may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:

180.1602(2)(a)1.

1. Excerpts from any minutes or records that the corporation is required to keep as permanent records under s. 180.1601 (1).

180.1602(2)(a)2.

2. Accounting records of the corporation.

180.1602(2)(a)3.

3. The record of shareholders, except as provided in s. 180.1603 (3).

180.1602(2)(b)

(b) To inspect and copy any of the records under par. (a), the shareholder must satisfy all of the following requirements:

180.1602(2)(b)1.

1. The shareholder has been a shareholder of the corporation for at least 6 months before his or her demand under subd. 2., or the shareholder holds at least 5% of the outstanding shares of the corporation.

180.1602(2)(b)2.

2. The shareholder gives the corporation written notice that complies with s. 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the records.

180.1602(2)(b)3.

3. The shareholder's demand is made in good faith and for a proper purpose.

180.1602(2)(b)4.

4. The shareholder describes with reasonable particularity his or her purpose and the records that he or she desires to inspect.

180.1602(2)(b)5.

5. The records are directly connected with his or her purpose.

180.1602(2)(c)

(c) A person that has delivered the resolution under s. 180.1150 (4) may, by giving written notice to the resident domestic corporation, as defined in s. 180.1150 (1) (c), that complies with s. 180.0141, inspect and copy the record of shareholders of the resident domestic corporation, in person or by agent or attorney at any reasonable time for the purpose of communicating with the shareholders in connection with the special shareholders' meeting under s. 180.1150 (5).

180.1602(3)

(3) The rights under this section may not be abolished or limited by the domestic corporation's articles of incorporation or bylaws.

180.1602(4)

(4) This section does not affect any of the following:

180.1602(4)(a)

(a) The right of a shareholder to inspect records under s. 180.0720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant.

180.1602(4)(b)

(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

180.1602 - ANNOT.

History: 1989 a. 303; 1995 a. 400; 1997 a. 27.

180.1602 - ANNOT.

Under s. 180.43 (2) (a) [now sub. (2) (b) 3.], a court's inquiry does not end whenever a shareholder states any proper purpose for an inspection demand. The court is required to conduct an inquiry into the bona fides of a shareholder's demand. Advance Concrete Form v. Accuform, 158 Wis. 2d 334, 462 N.W.2d 271 (Ct. App. 1990).

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