180.0622 Liability of shareholders, transferees and others. (1) A purchaser from a corporation of the corporation’s shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or the consideration specified in the subscription agreement entered into before incorporation. (2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation, except for a shareholder in a corporation defined under s. 71.365 (7), and only to the extent provided for under s. 73.0306, and except that a shareholder may become personally liable by his or her acts or conduct other than as a shareholder. (3) A person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares or specified in the subscription agreement entered into before incorporation has not been paid is not personally liable for any unpaid portion of the consideration.
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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Updated 23-24 Wis. Stats.
(4) (a) In this subsection, “fiduciary” means a personal representative, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver. (b) A fiduciary is not personally liable as a holder of or subscriber to shares of a corporation, but the estate and funds in the fiduciary’s hands are so liable. A pledgee or other holder of shares as collateral security is not personally liable as a shareholder. History: 1989 a. 303; 2001 a. 102; 2005 a. 474; 2017 a. 58. Personal Liability for Corporate Debt. Kelley. Wis. Law. Oct. 1994.
180.0623 Share dividends. (1) In this section, “share dividend” means shares issued proportionally and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. (2) Except as provided in sub. (3) and unless the articles of incorporation provide otherwise, a corporation may issue share dividends. (3) (a) A corporation may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless any of the following is satisfied: 1. The articles of incorporation authorize the issuance. 2. A majority of the votes entitled to be cast by the class or series to be issued approve the issuance. 3. There are no outstanding shares of the class or series to be issued, as determined under par. (b). (b) If a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued for purposes of making the determination under par. (a) 3. (4) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend. History: 1989 a. 303.