There is a newer version of the Wisconsin Statutes & Annotations
2012 Wisconsin Statutes & Annotations
180. Business corporations.
subch. I of ch. 180 SUBCHAPTER IGENERAL PROVISIONS
- 180.0101 Title.
- 180.0103 Definitions.
- 180.0120 Filing requirements.
- 180.0121 Forms.
- 180.0122 Filing and service fees.
- 180.0123 Effective date and time of document.
- 180.0124 Correcting filed document.
- 180.0125 Filing duty of department of financial institutions.
- 180.0126 Appeal from department of financial institutions' refusal to file document.
- 180.0127 Evidentiary effect of copy of filed document.
- 180.0128 Confirmation of status.
- 180.0129 Penalty for false document.
- 180.0141 Notice.
- 180.0142 Number of shareholders.
INCORPORATION
- 180.0201 Incorporators.
- 180.0202 Articles of incorporation.
- 180.0203 Incorporation.
- 180.0205 Organization of corporation.
- 180.0206 Bylaws.
- 180.0207 Emergency bylaws.
PURPOSES AND POWERS
- 180.0301 Purposes.
- 180.0302 General powers.
- 180.0303 Emergency powers.
- 180.0304 Lack of corporate power.
NAMEsubch. V of ch. 180 SUBCHAPTER V
OFFICE AND AGENT
- 180.0501 Registered office and registered agent.
- 180.0502 Change of registered office or registered agent.
- 180.0503 Resignation of registered agent.
- 180.0504 Service on corporation.
SHARES AND DISTRIBUTIONS
- 180.0601 Authorized shares.
- 180.0602 Terms of class or series determined by board of directors.
- 180.0603 Issued and outstanding shares.
- 180.0604 Fractional shares.
- 180.0620 Subscription for shares.
- 180.0621 Issuance of shares.
- 180.0622 Liability of shareholders, transferees and others.
- 180.0623 Share dividends.
- 180.0624 Share rights, options and warrants.
- 180.0625 Form and content of certificates.
- 180.0626 Shares without certificates.
- 180.0627 Restriction on transfer of shares and other securities.
- 180.0628 Expense of issuing shares.
- 180.0630 Preemptive rights.
- 180.0631 Corporation's acquisition of its own shares.
- 180.0640 Distributions to shareholders.
SHAREHOLDERS
- 180.0701 Annual meeting.
- 180.0702 Special meeting.
- 180.0703 Court-ordered meeting.
- 180.0704 Action without meeting.
- 180.0705 Notice of meeting.
- 180.0706 Waiver of and exemption from notice.
- 180.0707 Record date.
- 180.0708 Conduct of meeting.
- 180.0720 Shareholders' list for meeting.
- 180.0721 Voting entitlement of shares.
- 180.0722 Proxies.
- 180.0723 Shares held by nominees.
- 180.0724 Acceptance of instruments showing shareholder action.
- 180.0725 Quorum and voting requirements for voting groups.
- 180.0726 Action by single and multiple voting groups.
- 180.0727 Greater or lower quorum or greater voting requirements.
- 180.0728 Voting for directors; cumulative voting.
- 180.0730 Voting trusts.
- 180.0731 Voting agreements.
- 180.0740 Definitions applicable to ss. 180.0740 to 180.0747.
- 180.0741 Standing.
- 180.0742 Demand.
- 180.0743 Stay of proceedings.
- 180.0744 Dismissal.
- 180.0745 Discontinuance or settlement.
- 180.0746 Payment of expenses.
- 180.0747 Applicability to foreign corporations.
DIRECTORS AND OFFICERS
- 180.0801 Requirement for and duties of board of directors.
- 180.0802 Qualifications of directors.
- 180.0803 Number and election of directors.
- 180.0804 Election of directors by certain classes of shareholders.
- 180.0805 Terms of directors generally.
- 180.0806 Staggered terms of directors.
- 180.0807 Resignation of directors.
- 180.0808 Removal of directors by shareholders.
- 180.0809 Removal of directors by judicial proceeding.
- 180.0810 Vacancy on board.
- 180.0811 Compensation of directors.
- 180.0820 Meetings.
- 180.0821 Action without meeting.
- 180.0822 Notice of meeting.
- 180.0823 Waiver of notice.
- 180.0824 Quorum and voting.
- 180.0825 Committees.
- 180.0826 Reliance by directors or officers.
- 180.0827 Consideration of interests in addition to shareholders' interests.
- 180.0828 Limited liability of directors.
- 180.0831 Director conflict of interest.
- 180.0832 Loans to directors.
- 180.0833 Liability for unlawful distributions.
- 180.0840 Officers.
- 180.0841 Duties of officers.
- 180.0843 Resignation and removal of officers.
- 180.0844 Contract rights of officers.
- 180.0850 Definitions applicable to indemnification and insurance provisions.
- 180.0851 Mandatory indemnification.
- 180.0852 Corporation may limit indemnification.
- 180.0853 Allowance of expenses as incurred.
- 180.0854 Court-ordered indemnification.
- 180.0855 Determination of right to indemnification.
- 180.0856 Indemnification and allowance of expenses of employees and agents.
- 180.0857 Insurance.
- 180.0858 Additional rights to indemnification and allowance of expenses.
- 180.0859 Indemnification and insurance against securities law claims.
- 180.0860 Statements of changes in directors or principal.
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
- 180.1001 Authority to amend articles of incorporation.
- 180.1002 Amendment of articles of incorporation by board of directors.
- 180.1003 Amendment of articles of incorporation by board of directors and shareholders.
- 180.1004 Voting on amendments by voting groups.
- 180.1005 Amendment before issuance of shares.
- 180.1006 Articles of amendment.
- 180.1007 Restated articles of incorporation.
- 180.1008 Amendment pursuant to reorganization.
- 180.1009 Effect of amendment.
- 180.1020 Amendment of bylaws by board of directors or shareholders.
- 180.1021 Bylaw fixing quorum or voting requirements for shareholders.
- 180.1022 Bylaw fixing quorum or voting requirements for directors.
MERGER, SHARE EXCHANGE, AND CONVERSION
- 180.1100 Definitions.
- 180.1101 Merger.
- 180.1102 Share exchange.
- 180.1103 Action on plan of merger or share exchange.
- 180.1104 Merger of subsidiary or parent.
- 180.11045 Merger of indirect wholly owned subsidiary or parent.
- 180.1105 Articles of merger or share exchange.
- 180.1106 Effect of merger or share exchange.
- 180.1130 Definitions applicable to ss. 180.1130 to 180.1134.
- 180.1131 Shareholder vote.
- 180.1132 Exceptions.
- 180.1133 Other requirements for greater votes.
- 180.1134 Actions during take-over offer.
- 180.1140 Definitions applicable to business combination provisions.
- 180.1141 Restrictions on business combinations.
- 180.1142 Determining market value and control.
- 180.1143 Exclusions from business combination restrictions.
- 180.1144 Relationship to other laws.
- 180.1150 Control share voting restrictions.
- 180.1161 Conversion.
SALE OF ASSETS
- 180.1201 Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary.
- 180.1202 Sale of assets other than in regular course of business.
DISSENTERS' RIGHTS
- 180.1301 Definitions.
- 180.1302 Right to dissent.
- 180.1303 Dissent by shareholders and beneficial shareholders.
- 180.1320 Notice of dissenters' rights.
- 180.1321 Notice of intent to demand payment.
- 180.1322 Dissenters' notice.
- 180.1323 Duty to demand payment.
- 180.1324 Restrictions on uncertificated shares.
- 180.1325 Payment.
- 180.1326 Failure to take action.
- 180.1327 After-acquired shares.
- 180.1328 Procedure if dissenter dissatisfied with payment or offer.
- 180.1330 Court action.
- 180.1331 Court costs and counsel fees.
DISSOLUTION
- 180.1401 Dissolution before issuance of shares.
- 180.1402 Dissolution by board of directors and shareholders.
- 180.1403 Articles of dissolution for dissolution under s. 180.1402.
- 180.1404 Revocation of dissolution.
- 180.1405 Effect of dissolution.
- 180.1406 Known claims against dissolved corporation.
- 180.1407 Claims against dissolved corporation generally.
- 180.1408 Enforcing claims.
- 180.1420 Grounds for administrative dissolution.
- 180.1421 Procedure for and effect of administrative dissolution.
- 180.1422 Reinstatement following administrative dissolution.
- 180.1423 Appeal from denial of reinstatement.
- 180.1430 Grounds for judicial dissolution.
- 180.1431 Procedure for judicial dissolution.
- 180.1432 Receivership.
- 180.1433 Decree of dissolution.
- 180.1440 Delivery to state treasurer.
FOREIGN CORPORATIONS
- 180.1501 Authority to transact business required.
- 180.1502 Consequences of transacting business without authority.
- 180.1503 Application for certificate of authority.
- 180.1504 Amended certificate of authority.
- 180.1505 Effect of certificate of authority.
- 180.1506 Corporate name of foreign corporation.
- 180.1507 Registered office and registered agent of foreign corporation.
- 180.1508 Change of registered office or registered agent of foreign corporation.
- 180.1509 Resignation of registered agent of foreign corporation.
- 180.1510 Service on foreign corporation.
- 180.1520 Withdrawal of foreign corporation.
- 180.1530 Grounds for revocation.
- 180.1531 Procedure for and effect of revocation.
- 180.1532 Appeal from revocation.
RECORDS AND REPORTS
- 180.1601 Corporate records.
- 180.1602 Inspection of records by shareholders.
- 180.1603 Scope of inspection right.
- 180.1604 Court-ordered inspection.
- 180.1620 Financial statements for shareholders.
- 180.1622 Annual report for department of financial institutions.
APPLICATION OF THIS CHAPTER
- 180.1701 Definition.
- 180.1703 Application to domestic corporations.
- 180.1704 Application to foreign corporations.
- 180.1705 Existing preemptive rights preserved.
- 180.1706 Certain voting requirements preserved.
- 180.1707 Certain class voting rights preserved.
- 180.1708 Applicability of various provisions.
STATUTORY CLOSE CORPORATIONS
- 180.1801 Applicability.
- 180.1803 Election.
- 180.1805 Share transfer restrictions.
- 180.1807 Transfer after corporation's first refusal.
- 180.1809 Notice of statutory close corporation status.
- 180.1811 Transfer of shares in breach of transfer restrictions.
- 180.1813 Merger, share exchange and sale of assets.
- 180.1815 Termination of statutory close corporation status.
- 180.1817 Effect of termination of statutory close corporation status.
- 180.1819 Payment for shares.
- 180.1821 Election not to have a board of directors.
- 180.1823 Agreements among shareholders.
- 180.1824 Irrevocable proxies.
- 180.1825 Bylaws.
- 180.1827 Annual meeting.
- 180.1829 Shareholder sale option at death.
- 180.1831 Shareholder option to dissolve corporation.
- 180.1833 Power of court to grant relief.
- 180.1834 Greater quorum or voting requirements.
- 180.1835 Limited liability.
- 180.1837 Officers; execution of documents.
SERVICE CORPORATIONS
- 180.1901 Definitions.
- 180.1903 Formation of service corporation.
- 180.1905 Business corporation law applicable.
- 180.1907 Corporate name.
- 180.1909 Filing articles of incorporation.
- 180.1911 Participants; conflict of interest.
- 180.1913 Alternative incorporation by one or 2 persons.
- 180.1915 Professional relationships and liability.
- 180.1917 Corporate agents.
- 180.1919 Continuity; dissolution; stock transfer or redemption.
- 180.1921 Annual report.
Disclaimer: These codes may not be the most recent version. Wisconsin may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.
