There is a newer version
of
this Chapter
2022 Wisconsin Statutes & Annotations
Chapter 180 - Business corporations.
SUBCHAPTER I
GENERAL PROVISIONS
INCORPORATION
PURPOSES AND POWERS
NAME SUBCHAPTER V
OFFICE AND AGENT
SHARES AND DISTRIBUTIONS
SHAREHOLDERS
DIRECTORS AND OFFICERS
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
MERGER, interest EXCHANGE, CONVERSION, and domestication
SALE OF ASSETS
DISSENTERS' RIGHTS
DISSOLUTION
FOREIGN CORPORATIONS
RECORDS AND REPORTS
APPLICATION OF THIS CHAPTER
STATUTORY CLOSE CORPORATIONS
SERVICE CORPORATIONS
GENERAL PROVISIONS
- 180.0101 - Title.
- 180.0103 - Definitions.
- 180.0105 - Governing law.
- 180.0112 - Delivery of a record.
- 180.0120 - Filing requirements.
- 180.0121 - Forms.
- 180.0122 - Filing and service fees.
- 180.0123 - Effective date and time.
- 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 - Knowledge; notice.
- 180.0142 - Number of shareholders.
- 180.0143 - Withdrawal of filed documents before effectiveness.
- 180.0144 - Relation to electronic signatures in global and national commerce act.
- 180.0145 - Forum selection provisions.
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.
NAME 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.
- 180.0709 - Remote participation in shareholders' 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, interest EXCHANGE, CONVERSION, and domestication
- 180.1100 - Definitions.
- 180.11001 - Relationship of subchapter to other laws.
- 180.11002 - Existing purpose.
- 180.11003 - Nonexclusivity.
- 180.11004 - Reference to external facts.
- 180.1101 - Merger authorized.
- 180.11012 - Plan of merger.
- 180.1102 - Interest exchange authorized.
- 180.11021 - Plan of interest exchange.
- 180.11031 - Approval of merger or interest exchange; amendment; abandonment.
- 180.11032 - Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges.
- 180.1104 - Merger of subsidiary or parent.
- 180.11045 - Merger of indirect wholly owned subsidiary or parent.
- 180.1105 - Articles of merger or interest exchange.
- 180.1106 - Effect of merger or interest 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.
- 180.1171 - Domestication authorized.
- 180.1172 - Plan of domestication.
- 180.1173 - Approval of domestication; amendment; abandonment.
- 180.1174 - Filings required for domestication; effective date.
- 180.1175 - Effect of domestication.
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 secretary of revenue.
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, interest 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.
