180.1601 Corporate records. (1) A corporation shall keep as permanent records any of the following that has been prepared: (a) Minutes of meetings of its shareholders and board of directors. (b) Records of actions taken by the shareholders or board of directors without a meeting. (c) Records of actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder. (4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (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. (b) The power of a court, independently of this chapter, to compel the production of corporate records for examination. History: 1989 a. 303; 1995 a. 400; 1997 a. 27. 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). It is proper for parties to make inspection requests in order to value their shares. A record is “directly connected” to the purpose of determining the book value of a share if the record assists in valuing the company. Dewey v. Bechthold, 387 F. Supp. 3d 919 (2019).
History: 1989 a. 303.