Judicial relief

181.0160 or 181.0707, the record date for determining members entitled to take action without a meeting is the date on which the first member signs the consent under sub. (1r). (3) EFFECT OF CONSENT. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the department. (4) NOTICE REQUIREMENTS. Written notice of member approval under this section shall be given to all members who have not signed the written consent. If written notice is required,

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member approval under this section shall be effective 10 days after such written notice is given. (5) CONSENT EFFECTIVE AT FUTURE TIME. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. History: 1997 a. 79; 2003 a. 259; 2021 a. 258.

181.0705 Notice of meeting. (1) WHEN REQUIRED. A corporation shall give notice of meetings of members as provided in its bylaws or, if the bylaws are silent, in a manner that is fair and reasonable. (2) IN GENERAL. Any notice that conforms to the requirements of sub. (3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Sections 181.0105 (4) and 181.0141 apply to notices provided under this section. (3) NOTICE SAFE HARBOR. Notice is fair and reasonable if all of the following conditions exist: (a) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members not more than 60 days and not less than 10 days, or, if notice is mailed by other than first class or registered mail, 30 days, before the meeting date. (b) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1103, 181.1133, 181.1163, 181.1173, 181.1202 or 181.1401. (c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (4) ADJOURNED MEETINGS. Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under s. 181.0707, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (5) NOTICE OF ISSUES RAISED BY MEMBERS. When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter that a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting and the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting. History: 1997 a. 79; 2021 a. 258.

181.0706 Waiver of notice. (1) WAIVER REQUIREMENTS. A member may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) EFFECT OF ATTENDANCE. A member’s attendance at a meeting waives objection to all of the following: (a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

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(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. History: 1997 a. 79.

181.0707 Record date; determining members entitled to notice and vote. (1) RECORD DATE FOR NOTICE. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given are entitled to notice of the meeting. However, if a meeting is held without notice, the determination of who is entitled to waive notice is made as of the close of business on the business day preceding the day on which the meeting is held. (2) RECORD DATE FOR VOTING. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. (3) RECORD DATE FOR EXERCISE OF OTHER RIGHTS. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day before the date of such other action, whichever is later, are entitled to exercise such rights. (4) LIMITATIONS ON RECORD DATES. Unless the bylaws of a corporation provide otherwise, a record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs. (5) ADJOURNED MEETINGS. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting. (6) COURT-ORDERED ADJOURNMENT. If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. History: 1997 a. 79.

181.0708 Action by written ballot. (1m) DEFINITION. In this section, “written ballot” includes a ballot transmitted or received by electronic means. (1r) WHEN PERMITTED. If permitted by the articles of incorporation or bylaws, any action that may be taken at an annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (2) BALLOT REQUIREMENTS. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. (3) VOTING REQUIREMENTS. Approval by written ballot un-

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der this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (4) SOLICITATION REQUIREMENTS. A solicitation for votes by written ballot shall include all of the following: (a) The number of responses needed to meet the quorum requirements. (b) The percentage of approvals necessary to approve each matter other than election of directors. (c) The time by which a ballot must be received by the corporation in order to be counted. (5) REVOCATION. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked. History: 1997 a. 79; 2003 a. 259.

181.0720 Members’ list for meeting. (1) LIST OF MEMBERS. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members. (2) INSPECTION BEFORE MEETING. The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning 2 business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member’s agent or a member’s attorney is entitled on written demand to inspect and, subject to ss. 181.1602 (3) and 181.1605, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection. (3) INSPECTION AT MEETING. The corporation shall make the list of members available at the meeting, and any member, a member’s agent or a member’s attorney is entitled to inspect the list at any time during the meeting or any adjournment. (4) REFUSAL TO ALLOW INSPECTION. If the corporation refuses to allow a member, a member’s agent or a member’s attorney to inspect the list of members before or at the meeting or to copy the list as permitted under sub. (2), the circuit court for the county where a corporation’s principal office, or if none in this state, its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order. (5) EFFECT OF NONCOMPLIANCE. Refusal or failure to prepare or make available the list of members does not affect the validity of action taken at the meeting. History: 1997 a. 79.

181.0721 Voting entitlement generally. (1) IN GENERAL. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (2) MEMBERSHIP IN THE NAME OF MULTIPLE PERSONS. Unless the articles of incorporation or bylaws provide otherwise, if a

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membership stands of record in the names of 2 or more persons, their acts with respect to voting shall have the following effect: (a) If only one votes, such act binds all. (b) If more than one votes, the vote shall be divided on a prorated basis. History: 1997 a. 79.

181.0722 Quorum requirements. (1) IN GENERAL. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (2) BYLAW AMENDMENT TO DECREASE QUORUM REQUIREMENTS. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (3) BYLAW AMENDMENT TO INCREASE QUORUM REQUIREMENTS. A bylaw amendment to increase the quorum required for any member action must be approved by the members. (4) QUORUM TO TAKE UP ADDITIONAL MATTERS. The only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice, unless at least one of the following conditions is met: (a) One-third or more of the voting power of the membership is present in person or by proxy. (b) The meeting notice contains a general statement that matters other than those specifically described in the notice may be considered at the meeting. History: 1997 a. 79.

181.0723 Voting requirements. (1) IN GENERAL. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws. (2) AMENDMENT TO CHANGE VOTING REQUIREMENTS. A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. (3) VOTES BY CORPORATIONS AND LIMITED LIABILITY COMPANIES. A corporate member’s vote may be cast by the president of the member corporation, or by any other officer or proxy appointed by the president of such corporation, in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation. A limited liability company member’s vote may be cast by a manager of the member limited liability company. History: 1997 a. 79.

181.0724 Proxies. (1) RIGHT TO VOTE BY PROXY. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. (2) WHEN EFFECTIVE. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form. (3) EFFECT OF DEATH OR INCAPACITY. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

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(4) REVOCABILITY. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable. (5) METHODS OF REVOCATION. Appointment of a proxy is revoked by the person appointing the proxy in any of the following ways: (a) Attending any meeting and voting in person. (b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (6) ACCEPTANCE BY CORPORATION. Subject to s. 181.0727 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment. History: 1997 a. 79.

181.0725 Cumulative voting for directors. (1) IN GENERAL. If the articles of incorporation or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among 2 or more candidates. (2) WHEN NOT AUTHORIZED. Cumulative voting is not authorized at a particular meeting unless any of the following occurs: (a) The meeting notice or statement accompanying the notice states that cumulative voting will take place. (b) A member gives notice during the meeting and before the vote is taken of the member’s intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice. (3) REMOVAL OF DIRECTORS. A director elected by cumulative voting may be removed by the members without cause if the requirements of s. 181.0808 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected. (4) IDENTICAL MEMBERSHIP AND DIRECTORS. Members may not cumulatively vote if the directors and members are identical. History: 1997 a. 79.

181.0726 Other methods of electing directors. A corporation may provide in its articles of incorporation or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit; by region or other geographic unit; by preferential voting; or by any other reasonable method. History: 1997 a. 79.

181.0727 Acceptance of instruments showing member action. (1) WHEN NAME CORRESPONDS TO MEMBER. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (2) WHEN NAME DOES NOT CORRESPOND TO MEMBER. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the

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vote, consent, waiver, or proxy appointment and give it effect as the act of the member if any of the following conditions exists: (a) The member is an entity and the name signed purports to be that of an officer or agent of the entity. (b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment. (c) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all of the coholders. (3) WHEN CORPORATION IS ENTITLED TO REJECT. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member. (4) LIABILITY. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (5) VALIDITY OF ACTION. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. History: 1997 a. 79.

181.0730 Voting agreements. (1) PERMISSIBLE AGREEMENTS. Unless prohibited by a corporation’s articles of incorporation or bylaws, two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. (2) ENFORCEABILITY. A voting agreement created under this section is specifically enforceable. History: 1997 a. 79.

181.0735 Voting power. Voting power is determined by taking the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. History: 1997 a. 79.

181.0740 Derivative proceedings; definition. In ss. 181.0740 to 181.0747, “derivative proceeding” means a civil suit in the right of a corporation or, to the extent provided in ss. 181.0741, 181.0743 and 181.0745 to 181.0747, in the right of a foreign corporation. History: 1997 a. 79.

181.0741 Derivative proceedings; standing. A derivative proceeding may be brought in the right of a corporation or foreign corporation to procure a judgment in its favor by one or more members having 5 percent or more of the voting power or by 50 members, whichever is less, if each of these members meets all of the following conditions: (1) MEMBERSHIP. The member was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from a person who was a member at that time.

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(2) REPRESENTING CORPORATION’S INTERESTS. The member fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. History: 1997 a. 79. The purpose of the derivative action statute is to allow members, under certain conditions, to bring a claim they could not otherwise bring at all because the cause of action belongs to the association and not to them. Neither the statute nor the case law suggests an intent to limit the right a member has to bring a cause of action that belongs to the member as an individual. Ewer v. Lake Arrowhead Ass’n, 2012 WI App 64, 342 Wis. 2d 194, 817 N.W.2d 465, 11-0113.

181.0742 Derivative proceedings; demand. No member may commence a derivative proceeding until all of the following occur: (1) WRITTEN DEMAND. A written demand is made upon the corporation to take suitable action. (2) EXPIRATION OF 90-DAY PERIOD. Ninety days expire from the date on which a demand under sub. (1) was made, unless the member is notified before the expiration of the 90 days that the corporation has rejected the demand or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. History: 1997 a. 79.

181.0743 Derivative proceedings; stay of proceedings. If the corporation or foreign corporation commences an inquiry into the allegations made in the demand under s. 181.0742 (1) or in the complaint, the court may stay any derivative proceeding for the period that the court considers appropriate. History: 1997 a. 79.

181.0744 Derivative proceedings; dismissal. (1) WHEN DISMISSAL REQUIRED. The court shall dismiss a derivative proceeding on motion by the corporation if the court finds, subject to the burden of proof assigned under sub. (5) or (6), that one of the groups specified in sub. (2) or (6) has determined, acting in good faith after conducting a reasonable inquiry upon which its conclusions are based, that maintenance of the derivative proceeding is not in the best interests of the corporation. (2) INDEPENDENT DIRECTOR DETERMINATION. Unless a panel is appointed under sub. (6), the determination in sub. (1) shall be made by any of the following: (a) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum. (b) A majority vote of a committee consisting of 2 or more independent directors appointed by a majority vote of the independent directors present at a meeting of the board of directors, whether or not the voting independent directors constitute a quorum. (3) WHO IS CONSIDERED AN INDEPENDENT DIRECTOR. Whether a director is independent for purposes of this section may not be determined solely on the basis of any one or more of the following factors: (a) The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded. (b) The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded. (c) The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director. (4) PLEADINGS WHEN DEMAND REJECTED. If a derivative proceeding is commenced after a determination was made rejecting a demand by a member, the complaint shall allege with particularity facts establishing any of the following:

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NONSTOCK CORPORATIONS

(a) That a majority of the board of directors did not consist of independent directors at the time that the determination was made. (b) That the requirements of sub. (1) have not been met. (5) BURDEN OF PROOF. If a majority of the board of directors did not consist of independent directors at the time that the determination rejecting a demand was made, the corporation shall have the burden of proving that the requirements of sub. (1) have been met. If a majority of the board of directors consisted of independent directors at the time that the determination was made, the members shall have the burden of proving that the requirements of sub. (1) have not been met. (6) COURT-APPOINTED PANEL. Upon motion by the corporation, the court may appoint a panel of one or more independent persons to determine whether maintenance of the derivative proceeding is in the best interests of the corporation. If a panel is appointed under this subsection, the members shall have the burden of proving that the requirements of sub. (1) have not been met. History: 1997 a. 79.

181.0745 Derivative proceedings; discontinuance or settlement. A derivative proceeding may not be discontinued or settled without the court’s approval. History: 1997 a. 79.

181.0746 Derivative proceedings; payment of expenses. (1) AUTHORITY OF COURT. On termination of the derivative proceeding, the court may do any of the following: (a) Notwithstanding s. 814.04 (1), order the domestic corporation or foreign corporation to pay the plaintiff’s reasonable expenses, including attorney fees, incurred in the derivative proceeding by the members who commenced or maintained the derivative proceeding if the court finds that the derivative proceeding has resulted in a substantial benefit to the domestic corporation or foreign corporation. (b) Order the members who commenced or maintained the derivative proceeding to pay any defendant’s reasonable expenses, including attorney fees, notwithstanding s. 814.04 (1), incurred in defending the derivative proceeding if the court finds that the derivative proceeding was commenced or maintained without reasonable cause or for an improper purpose. (2) SECURITY FOR EXPENSES. In any action brought in the right of any corporation by fewer than 3 percent of the members, the defendants shall be entitled, upon application to the court, to require the plaintiffs to give security for the reasonable expenses, including attorney fees. The amount of the security may be increased or decreased by the court having jurisdiction over the action upon a showing that the security has or may become inadequate or excessive. History: 1997 a. 79.

181.0747 Derivative proceedings; applicability. (1) TO FOREIGN CORPORATIONS. In any derivative proceeding in the right of a foreign corporation, the matters covered by ss. 181.0741, 181.0742 and 181.0744 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation. (2) TO CORPORATIONS WITHOUT MEMBERS. Unless the articles of incorporation or bylaws provided otherwise at the time of the act or omission complained of, ss. 181.0741 to 181.0746 apply to corporations without members, except that all references to “member” shall be read as “director”. History: 1997 a. 79.

SUBCHAPTER VIII DIRECTORS AND OFFICERS

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181.0801 Requirement for and duties of board. (1) BOARD REQUIRED. A corporation shall have a board. (2) POWERS OF BOARD. Except as provided in this chapter or sub. (3), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (3) DELEGATION. (a) The articles of incorporation or bylaws approved by the members, if any, may authorize a person to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized such a person shall have the duties and responsibilities of the board, and the directors shall be relieved to that extent from such duties and responsibilities. (b) A person is not a member of the board solely because of powers delegated to that person under par. (a). History: 1997 a. 79.

181.0802 Qualifications of directors. A director shall be an individual. The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe. History: 1997 a. 79.

181.0803 Number of directors. (1) MINIMUM NUMBER. A board shall consist of 3 or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (2) CHANGES IN BOARD SIZE. The number of directors may be increased or, subject to sub. (1), decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws. History: 1997 a. 79.

181.0804 Election, designation and appointment of directors. (1) CORPORATION WITH MEMBERS. If the corporation has members, all of the directors except the initial directors shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. (2) CORPORATION WITHOUT MEMBERS. If the corporation does not have members, all of the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board. History: 1997 a. 79.

181.0805 Terms of directors generally. (1) IN GENERAL. The articles of incorporation or bylaws shall specify the term of a director. In the absence of any term specified in the articles of incorporation or bylaws, the term of a director shall be one year. Directors may be elected for successive terms. (2) EFFECT OF CHANGES ON INCUMBENT. A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (3) VACANCIES. Except as provided in the articles of incorporation or bylaws, the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members and the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling. (4) SERVICE AFTER EXPIRATION OF TERM. Except as provided in the articles of incorporation or bylaws, despite the expi-

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ration of a director’s term, the director continues to serve, subject to ss. 181.0807 to 181.0810, until the director’s successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. History: 1997 a. 79.

181.0806 Staggered terms for directors. Directors may be divided into classes and the terms of office of the several classes need not be uniform. History: 1997 a. 79.

181.0807 Resignation of directors. (1) NOTICE. A director may resign at any time by delivering written notice to the presiding officer of the board or to the president or secretary. (2) WHEN EFFECTIVE. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may make the effective date earlier and fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. History: 1997 a. 79.

181.0808 Removal of directors elected by members or directors. Except as otherwise provided in the articles of incorporation or bylaws of a corporation, all of the following apply: (1) REMOVAL IN GENERAL. The members may remove, with or without cause, one or more directors elected by them. (2) REMOVAL OF DIRECTORS ELECTED BY GROUP. If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (3) NUMBER OF VOTES NEEDED TO REMOVE. Except as provided in sub. (8), a director may be removed under sub. (1) or (2) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (4) CUMULATIVE VOTING. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director’s removal. (5) MEETING. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (6) ENTIRE BOARD. An entire board may be removed under subs. (1) to (5). (7) BOARD-ELECTED DIRECTORS. A director elected by the board may be removed without cause by the vote of a majority of the directors then in office or such other number as is set forth in the articles of incorporation or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board. (8) FAILURE TO ATTEND MEETINGS. If, at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. History: 1997 a. 79.

181.0809 Removal of designated or appointed directors. (1) DESIGNATED DIRECTORS. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. The removal shall

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be effective on the effective date of the amendment to the articles of incorporation or bylaws, unless the amendment specifies a different date. (2) APPOINTED DIRECTORS. (a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed without cause by the person appointing the director. (b) The person removing an appointed director shall do so by giving written notice of the removal to the appointed director and either the presiding officer of the board or the corporation’s president or secretary. (c) A removal under this subsection is effective when the notice under par. (b) is effective under s. 181.0105 (4) unless the notice specifies a future effective date. History: 1997 a. 79; 2021 a. 258.

181.0810 Removal of directors by judicial proceeding. (1) GROUNDS FOR REMOVAL. The circuit court for the county where a corporation’s principal office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least 10 percent of the voting power of any class, if the court finds all of the following: (a) That the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or a final judgment has been entered finding that the director has violated a fiduciary duty or a duty under ss. 181.0831 to 181.0833. (b) That removal is in the best interest of the corporation. (2) BAR FROM SERVING. A court that removes a director may bar the director from serving on the board for a period prescribed by the court. (3) CORPORATION AS DEFENDANT. If members commence a proceeding under sub. (1), the corporation shall be made a party defendant. History: 1997 a. 79.

181.0811 Vacancies. (1) FILLING OF VACANCIES. Unless otherwise provided in the articles of incorporation or bylaws, any vacancy occurring on the board, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, although less than a quorum. In the event that the board ceases to exist, and there are no members having voting rights, the members without voting rights have the power to elect a new board. (2) APPOINTED DIRECTORS. Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (3) DESIGNATED DIRECTORS. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw provision, the vacancy may not be filled by the board. (4) WHEN VACANCY FILLED. A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 181.0807 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. History: 1997 a. 79.

181.0820 Regular and special meetings. (1) IN GENERAL. If the time and place of a board meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

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(2) LOCATION. A board may hold regular or special meetings in or outside of this state. (3) METHODS OF CONDUCTING MEETING. (a) Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs: 1. All participating directors may simultaneously hear or read each other’s communications during the meeting. 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. (b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director. History: 1997 a. 79; 2003 a. 259.

181.0821 Action without meeting. (1m) DEFINITIONS. In this section: (a) “In writing” or “written” includes a communication that is transmitted or received by electronic means. (b) “Sign” includes executing an electronic signature. (1r) METHOD. An action required or permitted to be taken at a board meeting may be taken without a meeting if a consent in writing setting forth the action is signed by all of the directors then in office. If the articles of incorporation or bylaws so provide, an action required or permitted to be taken at a board meeting may be taken by written action signed by two-thirds of the directors then in office. (2) EFFECTIVENESS. A consent under this section has the same force and effect as a vote of the board of directors taken at a meeting and may be described as such in any articles or document filed with the department under this chapter. The written action is effective when signed by the required number of directors, unless a different effective date and time are specified in the written consent. If written notice is required under sub. (3), the written action shall be effective on the date specified in the written consent or on the 10th day after the date on which written notice under sub. (3) is given, whichever is later. (3) NOTICE; LIABILITY. If written action is permitted to be taken by less than all directors, all directors must be noticed immediately of the text of the written consent and of its effective date and time. Failure to provide notice under this section does not invalidate the action taken by written consent under this section. A director who does not sign or consent to the action taken by written consent is not liable for the action. (4) CONSENT EFFECTIVE AT FUTURE TIME. Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective. History: 1997 a. 79; 2003 a. 259; 2021 a. 258.

181.0822 Call and notice of meetings. (1) REGULAR MEETINGS. Unless the articles of incorporation, bylaws or sub.

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(3) provides otherwise, regular meetings of the board may be held without notice. (2) SPECIAL MEETINGS. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, special meetings of the board must be preceded by at least 2 days’ notice to each director of the date, time and place, but not the purpose, of the meeting. (3) CORPORATIONS WITHOUT MEMBERS. In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least 7 days’ written notice that the matter will be voted upon at a board meeting or unless notice is waived under s. 181.0823. (4) METHOD OF GIVING NOTICE. Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board. History: 1997 a. 79.

181.0823 Waiver of notice. (1) WRITTEN WAIVERS. A director may waive any notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided in sub. (2), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records. (2) EFFECT OF ATTENDANCE OR PARTICIPATION. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or before the vote on a matter not noticed in conformity with this chapter, the articles of incorporation or the bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action. History: 1997 a. 79.

181.0824 Quorum and voting. (1) QUORUM. Except as otherwise provided in this chapter, the articles of incorporation or the bylaws, a quorum of a board consists of a majority of the directors in office immediately before a meeting begins. (2) VOTING. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles of incorporation or the bylaws require the vote of a greater number of directors. History: 1997 a. 79.

181.0825 Committees of the board. If the articles of incorporation or bylaws so provide, the board may adopt a resolution designating one or more committees. Each committee shall consist of 3 or more directors elected by the board of directors. To the extent provided by the resolution or in the articles of incorporation or in the bylaws, the committee may exercise the powers of the board with respect to the management of the affairs of the corporation, when the board is not meeting, except for electing officers or the filling of vacancies on the board or on committees created under this section. The board may elect one or more of its members as alternate members of a committee created under this section, who may take the place of absent members at any meeting of the committee. The designation of a committee and the delegation of authority to it does not relieve the board or any director of any responsibility imposed upon the board or director by law. History: 1997 a. 79.

181.0831 Director conflict of interest. (1) WHEN CONTRACT OR TRANSACTION IS NOT VOID OR VOIDABLE. No contract or other transaction between a corporation and a director, or any entity in which a director is a director or officer or has a material financial interest, is void or voidable because of the relationship

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or interest or because the director is present at the meeting of the board or a committee that authorizes, approves or ratifies the contract or transaction or because the director’s vote is counted for that purpose, if any of the following applies: (a) The relationship or interest is disclosed or known to the board or committee that authorizes, approves or ratifies the contract or transaction and the contract or transaction was authorized, approved or ratified by a vote or consent sufficient for the purpose without counting the votes or consents of interested directors. (b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify that contract or transaction by vote or written consent. (c) The contract or transaction is fair and reasonable to the corporation. (2) QUORUM REQUIREMENTS. Common and interested directors may be counted in determining the presence of a quorum at a meeting of the board or a committee that authorizes, approves or ratifies a contract or transaction under sub. (1). (3) ADDITIONAL REQUIREMENTS. The articles of incorporation, the bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions. History: 1997 a. 79.

181.0832

Loans to directors and officers. (1) REExcept as provided in sub. (3), a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation unless any of the following occurs: (a) The particular loan or guarantee is approved by the members. (b) The corporation’s board determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees. (2) EFFECT OF VIOLATIONS. A violation of this section does not affect the borrower’s liability on the loan. (3) LIMITED APPLICABILITY. This section does not apply to an advance to a director or officer that is permitted by s. 181.0874 or 181.0877 (3) or that is made to defray expenses incurred by the director or officer in the ordinary course of the corporation’s business. QUIREMENTS FOR LOAN OR GUARANTEE.

History: 1997 a. 79.

181.0833 Liability for unlawful distributions. (1) WHEN LIABLE. Except as provided in sub. (3), a director who votes for or assents to a distribution made in violation of subch. XIII or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating subch. XIII or the articles of incorporation, if it is established that the director’s vote or assent constitutes conduct described by s. 181.0855 (1) (a), (b), (c) or (d). In any proceeding brought under this section, a director has all of the defenses ordinarily available to a director. (2) RIGHT TO CONTRIBUTION. A director who is liable under sub. (1) for an unlawful distribution is entitled to contribution from all of the following persons: (a) Every other director who could be held liable under sub. (1) for the unlawful distribution. (b) Each member, for the amount that the member accepted knowing that the distribution was made in violation of subch. XIII or the articles of incorporation. (3) WHEN PROCEEDING BARRED. A proceeding under this

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181.0850

section is barred unless it is brought within 2 years after the date on which the distribution was made. History: 1997 a. 79.

181.0840 Officers. (1) PRINCIPAL OFFICERS. Unless otherwise provided in the articles of incorporation or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. (2) ASSISTANT OFFICERS. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board. (3) MULTIPLE OFFICES. The same individual may simultaneously hold more than one office in a corporation. History: 1997 a. 79.

181.0841 Duties and authority of officers and agents. Each officer or agent has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. History: 1997 a. 79.

181.0843 Resignation and removal of officers. (1) RESIGNATION. An officer may resign at any time by delivering notice to the corporation that complies with s. 181.0141. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. If a resignation is effective at a later date, the board, or the officer authorized by the bylaws or the board to appoint the resigning officer, may fill the pending vacancy before the effective date if the appointment provides that the successor may not take office until the effective date. (2) REMOVAL. The board may remove any officer and, unless restricted by the bylaws or by the board, an officer may remove any officer or assistant officer appointed by that officer under s. 181.0840 (2), at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. History: 1997 a. 79.

181.0844 Contract rights of officers. (1) EFFECT OF APPOINTMENT. The appointment of an officer does not itself create contract rights. (2) EFFECT OF REMOVAL OR RESIGNATION. Except as provided in s. 181.0843 (2), an officer’s resignation or removal is subject to any remedies provided by any contract between the officer and the corporation or otherwise provided by law. History: 1997 a. 79.

181.0850 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the corporation, may rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following: (1) OFFICERS AND EMPLOYEES. An officer or employee of the corporation whom the director or officer believes in good faith to be reliable and competent in the matters presented. (2) PROFESSIONALS AND EXPERTS. Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person’s professional or expert competence. (3) COMMITTEES. In the case of reliance by a director, a committee of the board of directors of which the director is not a

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member if the director believes in good faith that the committee merits confidence. History: 1997 a. 79; 2001 a. 16.

181.0853 Consideration of interests in addition to members’ interests. In discharging his or her duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, a director or officer may, in addition to considering the effects of any action on members, consider the following: (1) EMPLOYEES, SUPPLIERS AND CUSTOMERS. The effects of the action on employees, suppliers and customers of the corporation. (2) COMMUNITIES. The effects of the action on communities in which the corporation operates. (3) OTHER. Any other factors that the director or officer considers pertinent. History: 1997 a. 79.

181.0855 Limited liability of directors and officers. (1) IN GENERAL. Except as provided in subs. (2) and (3), a director or officer is not liable to the corporation, its members or creditors, or any person asserting rights on behalf of the corporation, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following: (a) A willful failure to deal fairly with the corporation or its members in connection with a matter in which the director or officer has a material conflict of interest. (b) A violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful. (c) A transaction from which the director or officer derived an improper personal profit or benefit. (d) Willful misconduct. (2) EXCEPTIONS. Except as provided in sub. (3), this section does not apply to any of the following: (a) A civil, criminal, administrative or investigatory proceeding brought by or on behalf of any governmental unit, authority or agency. (b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute. (c) The liability of a director under ss. 181.0832 and 181.0833. (3) GOVERNMENTAL ENTITY ACTING IN CAPACITY AS PRIVATE PARTY. Subsection (2) (a) and (b) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor. History: 1997 a. 79.

181.0860 Statements of changes in directors or principal officers. (1) CHANGES IN DIRECTORS OR PRINCIPAL OFFICERS. Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the department a statement that includes the names and addresses of all of the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.

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(2) RESIGNATION NOTICES. A director who resigns under s. 181.0807 or a principal officer who resigns under s. 181.0843 (1) may file a copy of the resignation notice with the department. History: 1997 a. 79.

181.0871 Definitions applicable to indemnification and insurance provisions. In ss. 181.0871 to 181.0889: (1) “Corporation” means a domestic corporation and any domestic or foreign predecessor of a domestic corporation where the predecessor corporation’s existence ceased upon the consummation of a merger or other transaction. (2) “Director or officer” means any of the following: (a) An individual who is or was a director or officer of a corporation. (b) An individual who, while a director or officer of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, member of any governing or decisionmaking committee, manager, employee or agent of another corporation or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise. (c) An individual who, while a director or officer of a corporation, is or was serving an employee benefit plan because his or her duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. (d) Unless the context requires otherwise, the estate or personal representative of a director or officer. (3) “Expenses” include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding. (4) “Liability” includes the obligation to pay a judgment, settlement, forfeiture, or fine, including any excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses. (5) “Party” includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding. (6) “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person. History: 1997 a. 79; 2003 a. 139.

181.0872 Mandatory indemnification. (1) IN GENERAL. A corporation shall indemnify a director or officer, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation. (2) EXCEPTIONS. (a) In cases not included under sub. (1), a corporation shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure to perform constitutes any of the following: 1. A willful failure to deal fairly with the corporation or its members in connection with a matter in which the director or officer has a material conflict of interest. 2. A violation of the criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was

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lawful or no reasonable cause to believe that his or her conduct was unlawful. 3. A transaction from which the director or officer derived an improper personal profit or benefit. 4. Willful misconduct. (b) Determination of whether indemnification is required under this subsection shall be made under s. 181.0873. (c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection. (3) WRITTEN REQUEST REQUIRED. A director or officer who seeks indemnification under this section shall make a written request to the corporation. (4) LIMITATION BY ARTICLES OF INCORPORATION. (a) Indemnification under this section is not required to the extent limited by the articles of incorporation under s. 181.0875. (b) Indemnification under this section is not required if the director or officer has previously received indemnification, reimbursement or allowance of expenses from any person, including the corporation, in connection with the same proceeding. History: 1997 a. 79.

181.0873 Determination of right to indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under s. 181.0872 (2) shall select one of the following means for determining his or her right to indemnification: (1) BOARD OF DIRECTOR VOTE. By a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by a majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee. (2) INDEPENDENT LEGAL COUNSEL. By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings. (3) ARBITRATORS. By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected. (4) MEMBERS. By an affirmative vote of members with voting rights, if any. Membership rights owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination. (5) COURT. By a court under s. 181.0879. (6) OTHER METHODS. By any other method provided for in any additional right to indemnification permitted under s. 181.0877. History: 1997 a. 79.

181.0874 Allowance of expenses as incurred. Upon written request by a director or officer who is a party to a proceeding, a corporation may pay or reimburse his or her reason-

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able expenses as incurred if the director or officer provides the corporation with all of the following: (1) WRITTEN AFFIRMATION. A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the corporation. (2) REPAYMENT UNDERTAKING. A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the corporation, to pay reasonable interest on the allowance to the extent that it is ultimately determined under s. 181.0873 that indemnification under s. 181.0872 (2) is not required and that indemnification is not ordered by a court under s. 181.0879 (2) (b). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured. History: 1997 a. 79.

181.0875 Corporation may limit indemnification. (1) METHODS OF LIMITING OBLIGATION. A corporation’s obligations to indemnify under s. 181.0872 may be limited as follows: (a) If the corporation is incorporated on or after June 13, 1987, by the articles of incorporation, including any amendments or restatements of the articles of incorporation. (b) If the corporation was incorporated before June 13, 1987, by an amendment to, or restatement of, the articles of incorporation which becomes effective on or after June 13, 1987. (2) APPLICABILITY. A limitation under sub. (1) applies if the first alleged act of a director or officer for which indemnification is sought occurred while the limitation was in effect. History: 1997 a. 79.

181.0877 Additional rights to indemnification and allowance of expenses. (1) ADDITIONAL RIGHTS TO INDEMNIFICATION. Except as provided in sub. (2), ss. 181.0872 and 181.0874 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following: (a) The articles of incorporation or bylaws. (b) A written agreement between the director or officer and the corporation. (c) A resolution of the board of directors. (d) A resolution, after notice, adopted by a majority vote of members who are entitled to vote. (2) WHEN PROHIBITED. Regardless of the existence of an additional right under sub. (1), the corporation may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty that he or she owes to the corporation which constitutes conduct under s. 181.0872 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection. (3) APPLICABILITY. Sections 181.0871 to 181.0883 do not affect a corporation’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances: (a) As a witness in a proceeding to which he or she is not a party. (b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation. History: 1997 a. 79.

181.0879 Court-ordered indemnification. (1) APPLICATION TO COURT. Except as provided otherwise by written agreement between the director or officer and the corporation, a direc-

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tor or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under s. 181.0873 (5) or for review by the court of an adverse determination under s. 181.0873 (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary. (2) STANDARDS USED BY COURT. The court shall order indemnification if it determines any of the following: (a) That the director or officer is entitled to indemnification under s. 181.0872 (1) or (2). If the court also determines that the corporation unreasonably refused the director’s or officer’s request for indemnification, the court shall order the corporation to pay the director’s or officer’s reasonable expenses incurred to obtain the court-ordered indemnification. (b) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under s. 181.0872 (2). History: 1997 a. 79.

181.0881 Indemnification and allowance of expenses of employees and agents. A corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract. History: 1997 a. 79.

181.0883 Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, director or officer, or arising from his or her status as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 181.0872, 181.0874, 181.0877 and 181.0881. History: 1997 a. 79.

181.0889 Indemnification and insurance against securities law claims. (1) IN GENERAL. It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation described under sub. (2) to the extent required or permitted under ss. 181.0871 to 181.0883. (2) SCOPE OF SECURITIES REGULATION. Sections 181.0871 to 181.0883 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers. History: 1997 a. 79.

SUBCHAPTER IX [RESERVED] SUBCHAPTER X AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS 181.1001 Authority to amend articles of incorporation. A corporation may amend its articles of incorporation at

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any time to add or change a provision that is required or permitted to be included in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or permitted to be included in the articles of incorporation is determined as of the effective date of the amendment. History: 1997 a. 79.

181.1002 Amendment of articles of incorporation by directors. (1) CORPORATIONS WITH VOTING RIGHTS. Unless the articles of incorporation provide otherwise, a corporation’s board may adopt any of the following amendments to the corporation’s articles of incorporation, without the approval of members with voting rights: (a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law. (b) To delete the names and addresses of the initial directors. (c) To delete the names and addresses of the incorporators. (d) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the department. (e) To change the registered agent or the registered office. (f) To change the corporate name by substituting the word “corporation”, “incorporated”, “company” or, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of similar meaning in another language, for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name. (g) To make any other change expressly permitted by this chapter to be made without member approval. (2) CORPORATIONS WITH NO VOTING MEMBERS. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation’s articles of incorporation subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted. History: 1997 a. 79.

181.1003 Amendment of articles of incorporation by directors and members. (1) IN GENERAL. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, an amendment to a corporation’s articles of incorporation to be adopted must be approved by all of the following: (b) Except as provided in s. 181.1002 (1), the members by two-thirds of the votes cast or a majority of the voting power, whichever is less. (c) A person, in writing, whose approval is required by a provision of the articles of incorporation authorized under s. 181.1030. (2) NOTICE REQUIREMENTS. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with s. 181.0705. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.

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(3) WRITTEN CONSENTS OR BALLOT. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. History: 1997 a. 79.

181.1004 Class voting by members on amendments to articles of incorporation. (1) WHEN CLASS ENTITLED TO VOTE. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment does any of the following: (a) Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class. (b) Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class. (c) Increases or decreases the number of memberships authorized for that class. (e) Effects an exchange, reclassification or termination of the memberships of that class. (2) APPROVAL BY EACH CLASS REQUIRED. If a class is to be divided into 2 or more classes as a result of an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of each class that would be created by the amendment. (3) VOTING REQUIREMENTS. Unless provided otherwise in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. History: 1997 a. 79.

181.1005 Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information: (1) NAME. The name of the corporation. (2) TEXT. The text of each amendment adopted. (3) DATES. The date of each amendment’s adoption. (4) METHOD OF APPROVAL. A statement that the amendment was adopted in accordance with s. 181.1002, 181.1003 or 181.1004, whichever is the case. (5) WHEN APPROVAL BY OTHERS IS REQUIRED. If approval of the amendment by a person other than the members, the board or the incorporators is required under s. 181.1030, a statement that the approval was obtained. History: 1997 a. 79.

181.1006 Restated articles of incorporation. (1) WHEN PERMITTED. A corporation’s board may restate its articles of incorporation at any time with or without approval by members or any other person. (2) AMENDMENTS MAY BE INCLUDED. The restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in s. 181.1003. (3) APPROVAL REQUIREMENTS. If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

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(4) NOTICE REQUIREMENTS. If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation. (5) APPROVAL BY WRITTEN BALLOT OR CONSENT. If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation. (6) VOTING REQUIREMENTS. A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under s. 181.1003. (7) APPROVAL BY 3RD PERSONS. If the restatement includes an amendment requiring approval pursuant to s. 181.1030, the board must submit the restatement for such approval. (8) FILING REQUIREMENTS. A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate including all of the following information: (a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or any other person other than the board and, if it does not, that the board adopted the restatement. (b) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required by s. 181.1005. (c) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under s. 181.1030, a statement that such approval was obtained. (d) A statement that the restated articles of incorporation supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation. History: 1997 a. 79.

181.1007 Amendment of articles of incorporation pursuant to judicial reorganization. (1) WHEN AUTHORIZED. A corporation’s articles of incorporation may be amended without board approval or approval by the members or approval required under s. 181.1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under s. 181.0202. (2) FILING REQUIREMENT. The individual or individuals designated by the court shall deliver to the department for filing articles of amendment that include all of the following information: (a) The name of the corporation. (b) The text of each amendment approved by the court. (c) The date of the court’s order or decree approving the articles of amendment. (d) The title of the reorganization proceeding in which the order or decree was entered. (e) A statement that the court had jurisdiction of the proceeding under federal statute. (3) APPLICABILITY. This section does not apply after entry of a final decree in the reorganization proceeding even though the

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court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. History: 1997 a. 79.

181.1008 Effect of amendment and restatement of articles of incorporation. (1) RIGHTS AND PROCEEDINGS NOT AFFECTED. An amendment to a corporation’s articles of incorporation, including a restatement of its articles of incorporation under s. 181.1006 that includes an amendment to its articles of incorporation, does not affect any of the following: (a) A cause of action existing against or in favor of the corporation. (b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party. (c) The existing rights of persons other than members of the corporation. (2) PROCEEDINGS NOT ABATED. An amendment, or a restatement including an amendment, changing a corporation’s name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name. History: 1997 a. 79.

181.1020 Amendment of bylaws by directors. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation’s bylaws subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting of the board at which an amendment is to be approved. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted. History: 1997 a. 79.

181.1021 Amendment of bylaws by directors and members. (1) BY BOARD. A corporation’s board may amend or repeal the corporation’s bylaws or adopt new bylaws except to the extent that any of the following applies: (a) The articles of incorporation or any other provision of this chapter reserves that power exclusively to the members. (b) The members, in adopting, amending or repealing a particular bylaw, provide within the bylaw that the board may not amend, repeal or readopt that bylaw. (2) BY MEMBERS WITH VOTING RIGHTS. A corporation’s members with voting rights may amend or repeal the corporation’s bylaws or adopt new bylaws even though the board may also amend or repeal the corporation’s bylaws or adopt new bylaws. History: 1997 a. 79.

181.1022 Class voting by members on amendments of bylaws. (1) WHEN CLASS ENTITLED TO VOTE. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment does any of the following: (a) Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class. (b) Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.

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(c) Increases or decreases the number of memberships authorized for that class. (e) Effects an exchange, reclassification or termination of all or part of the memberships of that class. (2) APPROVAL BY EACH CLASS REQUIRED. If a class is to be divided into 2 or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment. (3) VOTING REQUIREMENTS. Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. History: 1997 a. 79.

181.1030 Approval by 3rd persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of the person. History: 1997 a. 79.

SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION 181.1100 Definitions. In this subchapter: (1c) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange. (1e) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (1g) “Business entity” means a domestic business entity and a foreign business entity. (1j) “Constituent entity” means a merging entity or a surviving entity in a merger. (1m) “Conversion” means a transaction authorized by ss. 181.1161 to 181.1165. (1o) “Converted entity” means the converting entity as it continues in existence after a conversion. (1q) “Converting entity” means an entity that engages in a conversion. (1s) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication. (1u) “Domesticating entity” means either a non-United States entity or a Wisconsin corporation that engages in a domestication. (1w) “Domestication” means a transaction authorized by ss. 181.1171 to 181.1175. (2) “Domestic business entity” means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.0102 (12), or a corporation, as defined in s. 181.0103 (5). (3) “Foreign business entity” means a foreign limited liability company, as defined in s. 183.0102 (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

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(4) “Interest” means any of the following: (a) A share in a business corporation. (b) A membership in a nonprofit or nonstock corporation. (c) A partnership interest in a general partnership. (d) A partnership interest in a limited partnership. (e) A membership interest in a limited liability company. (f) A membership interest or stock in a general cooperative association. (g) A membership interest in a limited cooperative association. (h) A membership in an unincorporated association. (i) A beneficial interest in a statutory trust, business trust, or common-law business trust. (j) A comparable interest in any other type of unincorporated entity. (5) “Interest exchange” means a transaction authorized by ss. 181.1131 to 181.1135. (6) “Interest holder” means any of the following: (a) A shareholder of a business corporation. (b) A member of a nonprofit or nonstock corporation. (c) A general partner of a general partnership. (d) A general partner of a limited partnership. (e) A limited partner of a limited partnership. (f) A member of a limited liability company. (g) A member or stockholder of a general cooperative association. (h) A member of a limited cooperative association. (i) A member of an unincorporated association. (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust. (k) Any other direct holder of an interest. (7) “Interest holder liability” means any of the following: (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances: 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law. 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity. (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity. (8) “Merger” means a transaction authorized by ss. 181.1101 to 181.11055. (9) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective. (10) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state. (11) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law: (a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws. (b) For a domestic or foreign partnership, its partnership

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agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership. (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement. (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement. (e) For a business trust, its agreement of trust and declaration of trust. (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders. (12) “Plan” means a plan of merger under s. 181.1102, a plan of interest exchange under s. 181.1132, a plan of conversion under s. 181.1162, or a plan of domestication under s. 181.1172. (13) “Surviving entity” means the entity that continues in existence after or is created by a merger. (14) “Type of entity” means a generic form of entity that is any of the following: (a) Recognized at common law. (b) Recognized under a governing law. History: 2001 a. 44; 2015 a. 295; 2021 a. 258.

181.11001 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter. (2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity. History: 2021 a. 258.

181.11002 Existing purpose. (1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction’s compliance with cy pres or other law dealing with nondiversion of charitable assets. (2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. (3) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section. History: 2021 a. 258.

181.11003 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter. History: 2021 a. 258.

181.11004 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or ac-

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tion by a person, whether or not the event, determination, or action is within the control of a party to the transaction. History: 2021 a. 258.

181.1101 Merger authorized. (1) One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 181.1101 to 181.11055 and a plan of merger if the plan of merger is approved as provided in s. 181.1103 and if the merger is permitted under the governing law of each other constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law. (2m) One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss. 181.1101 to 181.11055 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law. History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.1102 Plan of merger. (1) A plan of merger must be in a record and contain all of the following: (a) As to each constituent entity, its name, type of entity, and governing law. (b) The terms and conditions of the merger. (c) The manner and basis of converting the interests in each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing. (d) If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective. (e) If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective. (f) Any other matters required under the governing law of any constituent entity. (2) In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law. (3) This section does not limit the power of a corporation to acquire all or part of the interests of one or more classes or series of another constituent entity through a voluntary exchange or otherwise. History: 2021 a. 258.

181.1103 Approval of merger; amendment; abandonment. (1m) MANNER OF APPROVAL OF PLAN OF MERGER. (a) In general. Subject to s. 181.1180, a plan of merger must be approved in the manner provided by this subsection by each domestic corporation that is a constituent entity. (b) Domestic corporations without members with voting rights. If the domestic corporation does not have members with voting rights, the plan of merger must be approved by a majority of the directors in office at the time the plan of merger is approved. In addition the domestic corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed plan of merger. (c) Corporations with voting members. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, a plan of merger to be adopted by a domestic corporation with voting members shall be approved by all of the following:

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1. Unless the articles of incorporation provide otherwise, the board. 2. The members with voting rights, by two-thirds of the votes cast or a majority of the voting power, whichever is less. 3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation. (d) Notice requirements. If the board seeks to have the plan of merger approved by the members at a membership meeting, the domestic corporation shall give notice, to its members with voting rights, of the proposed membership meeting in accordance with s. 181.0705, except that the notice shall be given at least 20 days before the meeting date. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving domestic corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing domestic corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect. (e) Written consents or ballots. If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving domestic corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing domestic corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect. (f) Class voting. Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would require the class of members to vote as a class on the proposed amendment under s. 181.1004 or 181.1022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (g) Abandonment of planned merger. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board or other similar governing body of any other business entity that is a party to the merger. (2m) AMENDING OR ABANDONING PLAN OF MERGER. Subject to s. 181.1180 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger. (3m) STATEMENT OF AMENDMENT OR ABANDONMENT. If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger be-

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comes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of each constituent entity. (b) The amendment to or the abandonment of the articles of merger. (c) A statement that the amendment or abandonment was approved in accordance with this section. (4m) ADDITIONAL APPROVAL OF PLAN OF MERGER. In addition to approval under sub. (1m), a plan of merger must be approved by each constituent entity that is not a domestic corporation in accordance with any requirements of its governing law. History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.11045 Filings required for merger; effective date. (1) After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following: (a) The name, type of entity, and governing law of each constituent entity. (b) The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect. (c) A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law. (d) 1. If the surviving entity preexists the merger, any amendments to its organizational documents under s. 181.1102 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect. 2. If the surviving entity is to be created in the merger, any of its organizational documents under s. 181.1102 (1) (e) that are to be in a public record under its governing law. (e) A statement that the plan of merger is on file at the principal office of the surviving entity. (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity. (2) In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger. (3) If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so, it shall so register. (4) A merger takes effect at the effective date and time of the articles of merger. History: 2021 a. 258.

181.11055 Effect of merger. (1) When a merger becomes effective, all of the following apply: (a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities. 2. If, under the governing law of a constituent entity, one or more of the interest holders thereof had interest holder liability prior to the merger with respect to the entity, such interest holder or holders shall continue to have such liability and any associated

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contribution or other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability. 3. If, under the governing law of the surviving entity, one or more of the interest holders thereof will have interest holder liability after the merger with respect to the surviving entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the surviving entity that accrue on or after the merger. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by each constituent entity is vested in the surviving entity without transfer, reversion, or impairment. (c) The surviving entity has all debts, obligations, and other liabilities of each constituent entity. (d) A civil, criminal, or administrative proceeding pending by or against any constituent entity may be continued as if the merger did not occur, or the surviving entity may be substituted in the proceeding for a constituent entity whose existence ceased. (e) 1. If the surviving entity preexists the merger, its organizational documents are amended to the extent, if any, provided in the plan of merger and, to the extent such amendments are to be reflected in a public record, as provided in the articles of merger. 2. If the surviving entity is created in the merger, its organizational documents are as provided in the plan of merger and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of merger. (f) The interests of each constituent entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, and 183.1061, or otherwise under the governing law of the constituent entity. All other terms and conditions of the merger also take effect. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of merger, all of the rights, privileges, immunities, powers, and purposes of each constituent entity vest in the surviving entity. (h) Except as otherwise provided in the articles and plan of merger, if a merging entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the merger does not dissolve the merging entity for the purposes of its governing law. (2) (a) When a merger takes effect, the department is the agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of each domestic constituent entity. (b) When a merger takes effect, any foreign surviving entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation constituent entity. (3) When a merger takes effect, any foreign surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity as provided in s. 181.1510. History: 2021 a. 258. Successor liability under s. 181.1106 (3) [now sub. (1) (c)] does not change the identity of a past actor; it merely carries liability for the past actor’s actions forward to that actor’s successor. Likewise, dissolution by merger under s. 181.1106 (1) [now sub. (1) (a)] does not mean that the merged entity never existed, just that it

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ceases to exist upon merger. Shannon v. Mayo Clinic Health System - Northwest Wisconsin Region, Inc., 2021 WI App 49, 398 Wis. 2d 685, 963 N.W.2d 115, 201186.

181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent business entity and that takes effect or remains payable after the merger, inures to the surviving business entity unless the will or other instrument otherwise specifically provides. History: 1997 a. 79; 2001 a. 44.

181.1131 Interest exchange authorized. (1) A domestic corporation may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the corporation and the acquired entity. (2) All of one or more classes or series of interests of a domestic corporation may be acquired by another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation. History: 2021 a. 258.

181.1132 Plan of interest exchange. (1) The plan of interest exchange must be in a record and contain all of the following: (a) As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law. (b) The terms and conditions of the interest exchange. (c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing. (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective. (e) Any other matters required under the governing law of the acquired or acquiring entity. (f) A statement whether s. 181.1180 applies to the interest exchange. (2) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law. History: 2021 a. 258.

181.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 181.1180, a plan of interest exchange must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 with respect to each domestic corporation acquired entity. (2) Subject to s. 181.1180 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange. (3) If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of

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amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of the acquiring and acquired entities. (b) The amendment to or abandonment of the articles of interest exchange. (c) A statement that the amendment or abandonment was approved in accordance with this section. (4) In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic corporation in accordance with any requirements of its governing law. History: 2021 a. 258.

181.1134 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following: (a) The name, type of entity, and governing law of the acquired entity. (b) The name, type of entity, and governing law of the acquiring entity. (c) A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws. (d) Any amendments to the organizational documents of the acquired or acquiring entity that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect. (e) A statement that the plan of interest exchange is on file at the principal office of the acquiring entity. (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity. (2) In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange. (3) An interest exchange takes effect at the effective date and time of the articles of interest exchange. History: 2021 a. 258.

181.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply: (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, and 183.1061, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect. (b) The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange. (c) The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such

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amendments are to be reflected in a public record, as provided in the articles of interest exchange. (2) Except as otherwise provided in the articles and plan of interest exchange, if the acquired entity is a domestic or foreign partnership, limited liability company, or other organization subject to dissolution under its governing law, the interest exchange does not dissolve the acquired entity. (3) (a) Except as provided in this subsection, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity. (b) If, under the governing law of either entity, one or more of the interest holders thereof had interest holder liability prior to the interest exchange with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability. (c) If, under the governing law of either entity, one or more of the interest holders thereof will have interest holder liability after the interest exchange with respect to the entity, such interest holder or holders shall have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the entity that accrue on or after the interest exchange. (d) This subsection does not affect liability under any taxation laws. (4) (a) When an interest exchange takes effect, the department is the agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacities as such, of each domestic corporation acquired entity. (b) When an interest exchange takes effect, any foreign acquiring entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation acquired entity. History: 2021 a. 258.

181.1150 Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 185 or 193. The restated articles of incorporation or organization shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation or organization. History: 1997 a. 79; 2005 a. 441.

181.1161 Conversion authorized. (1m) A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity. (2m) A foreign or domestic entity, other than a domestic corporation, may convert to a domestic corporation pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a corporation under this chapter immediately after the conversion. History: 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.

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181.1164

181.1162 Plan of conversion. (1) A plan of conversion must be in a record and contain all of the following: (a) The name, type of entity, and governing law of the converting entity. (b) The name, type of entity, and governing law of the converted entity. (c) The terms and conditions of the conversion. (d) The manner and basis of converting the interests in the converting entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing. (e) The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective. (f) Any other matters required by the governing law of the converting entity. (2) In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law. History: 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258 ss. 543 to 545, 548 to 550.

181.1163 Approval of conversion; amendment; abandonment. (1) Subject to s. 181.1180, a plan of conversion must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion with respect to a converting domestic corporation. A plan of conversion into a converted domestic corporation must be approved pursuant to the governing law of the converting entity. (2) Subject to s. 181.1180 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion. (3) If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of the converting entity and the converted entity under the plan of conversion. (b) The amendment to or abandonment of the articles of conversion. (c) A statement that the amendment or abandonment was approved in accordance with this section. History: 2021 a. 258.

181.1164 Filings required for conversion; effective date. (1) After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following: (a) The name, type of entity, and governing law of the converting entity. (b) The name, type of entity, and governing law of the converted entity.

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(c) A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law. (d) Any organizational documents of the converted entity that are to be in a public record under its governing law. (e) A statement that the plan of conversion is on file at the principal office of the converted entity. (f) A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity. (g) A statement whether s. 181.1180 applies to the conversion. (2) In addition to the requirements of sub. (1), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion. (3) If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so, it shall so register. (4) A conversion takes effect at the effective date and time of the articles of conversion. History: 2021 a. 258.

181.1165 Effect of conversion. (1) When a conversion becomes effective, all of the following apply: (a) The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity is no longer subject to the governing law that applied prior to the conversion and is subject to the governing law of the converted entity. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the converting or converted entity. 2. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which the interest holder or holders had such interest holder liability. 3. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converted entity that accrue after the conversion. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment. (c) The converted entity has all debts, obligations, and other liabilities of the converting entity. (d) A civil, criminal, or administrative proceeding pending by or against the converted entity may be continued as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity. (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such orga-

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nizational documents are to be reflected in a public record, as provided in the articles of conversion. (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, and 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity. (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law. (2) (a) When a conversion takes effect, the department is the agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of any domestic corporation converting entity. (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders under this chapter with respect to any domestic corporation converting entity. History: 2021 a. 258.

181.1171 Domestication authorized. A domestic corporation may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic corporation, and a non-United States entity may domesticate as a domestic corporation subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 181.1171 to 181.1175 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity. History: 2021 a. 258.

181.1172 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following: (a) The name, type of entity, and governing law of the domesticating entity. (b) The name, type of entity, and governing law of the domesticated entity. (c) The terms and conditions of the domestication. (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective. (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law. History: 2021 a. 258.

181.1173 Approval of domestication; amendment; abandonment. (1) Subject to s. 181.1180, a plan of domestication must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and

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approval of a plan of domestication with respect to a domesticating Wisconsin corporation. A plan of domestication of a nonUnited States domesticating entity must be approved pursuant to the governing law of the domesticating entity. (2) Subject to s. 181.1180 and the governing law of each of the domesticating entity and domesticated entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication. (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following: (a) The name of the domesticating entity and the domesticated entity under the plan of domestication. (b) The amendment to or abandonment of the articles of domestication. (c) A statement that the amendment or abandonment was approved in accordance with this section. History: 2021 a. 258.

181.1174 Filings required for domestication; effective date. (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following: (a) The name, type of entity, and governing law of the domesticating entity. (b) The name, type of entity, and governing law of the domesticated entity. (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law. (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity that are to be in a public record under their respective governing laws. (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity. (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any interest holder in the domesticating entity. (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication. (3) A domestication takes effect at the effective date and time of the articles of domestication. History: 2021 a. 258.

181.1175 Effect of domestication. (1) When a domestication becomes effective, all of the following apply: (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in

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181.1180

which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity. 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticating entity. 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment. (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity. (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity. (e) The organizational documents of the domesticating entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication. (f) The organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity. (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law. (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity. History: 2021 a. 258.

181.1180 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. (1) This section shall apply with respect to a member in connection with a merger, interest exchange, conversion, or domestication of a domestic corporation if the member does not vote for or consent to the transaction and the transaction would do any of the following with respect to the member: (a) Materially increase the current or potential obligations of the member with respect to any constituent, surviving, acquiring, acquired, converting, converted, domesticating, or domesticated corporation, whether as a result of becoming subject to personal

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interest holder liability with respect to the entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the surviving or converted entity, or otherwise. (b) Treat the member’s interests in the corporation in a manner different from the interests of the same class held by any other member. (2) If this section applies with respect to a member in connection with the transaction, the corporation must offer to purchase the member’s interest in the corporation as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis for any person to challenge, the effectiveness of the transaction, and the member’s sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce the member’s rights under this section. In order to accept the corporation’s offer, a member must notify the corporation within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction. (3) (a) The purchase price of the interest of the member pursuant to this section is the amount that would be distributable to the member if, on the date of the transaction, the assets of the corporation were sold and the corporation were wound up, with the sale price equal to the greater of the corporation’s liquidation value or the value based on a sale of the corporation’s entire activities and affairs as a going concern without the member. (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the corporation, some or all amounts owing, whether or not presently due, from the member to the corporation may be offset against the purchase price. (c) The corporation shall defend, indemnify, and hold the member harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the member. (d) If no agreement for the purchase of the interest of the member pursuant to this section is reached within 120 days of the date of the transaction, the corporation, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the member the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b). (e) The payment required by par. (d) must be accompanied by all of the following: 1. A statement of the corporation’s assets and liabilities as of the date of the transaction. 2. The latest available corporate balance sheet and income statement, if any. 3. An explanation of how the estimated amount of the payment was calculated. 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the member commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase. (4) The member may maintain an action against the corporation, pursuant to s. 181.0302 (1), to determine the purchase price of the member’s interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the corporation has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase

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price of the member’s interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the corporation’s failure to make an offer or payment or to comply with sub. (3). (5) A member does not give the consent required by sub. (1) merely by consenting to a provision of the bylaws that permits the bylaws to be amended with the consent of fewer than all the members. History: 2021 a. 258.

SUBCHAPTER XII SALE OF ASSETS 181.1201 Sale of assets in regular course of activities and mortgage of assets. (1) ROLE OF BOARD. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following: (a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities. (b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of activities. (c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. (2) ROLE OF MEMBERS. Unless required by the articles of incorporation or bylaws, approval of the members or any other person of a transaction described in sub. (1) is not required. History: 1997 a. 79.

181.1202 Sale of assets other than in regular course of activities. (1) WHEN PERMITTED. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation’s board if the proposed transaction is authorized under sub. (2). (2) APPROVAL REQUIREMENTS IN GENERAL. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, the proposed transaction to be authorized must be approved by all of the following: (a) Unless the articles of incorporation or bylaws provide otherwise, the board. (b) The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less. (c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation. (3) CORPORATION WITHOUT MEMBERS. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

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(4) NOTICE REQUIREMENTS. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (5) WRITTEN CONSENTS OR BALLOTS. If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (6) ABANDONMENT OF TRANSACTION. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board. History: 1997 a. 79.

SUBCHAPTER XIII DISTRIBUTIONS 181.1301 Prohibited distributions. Except as provided in s. 181.1302, a corporation may not make any distributions. History: 1997 a. 79.

181.1302

Authorized distributions. (1) PURCHASE OF A corporation may purchase its memberships if after the purchase is completed all of the following conditions are met: (a) The corporation would be able to pay its debts as they become due in the usual course of its activities. (b) The corporation’s total assets would at least equal the sum of its total liabilities. (2) DISTRIBUTIONS ON DISSOLUTION. Corporations may make distributions upon dissolution under subch. XIV. (3) DISTRIBUTIONS TO NONPROFIT CORPORATIONS. A corporation may make a distribution or other payment to another domestic or foreign corporation, if all of the following conditions are met: (a) The articles of incorporation, or, if the articles of incorporation so provide, the bylaws, state that a distribution or other payment may be made under this subsection. (b) The distribution or other payment is made in accordance with the stated purpose of the corporation. (c) The corporation would be able to pay its debts as they become due in the usual course of its activities. (d) The corporation’s total assets would equal at least the sum of its total liabilities. (e) The domestic or foreign corporation to which the distribution or other payment is made may not distribute any part of its income to members, directors or officers and is exempt from taxation under 26 USC 501. (4) OTHER DISTRIBUTIONS. A corporation may make a distribution that is not permitted under subs. (1) to (3) only if all of the following apply: (a) The articles of incorporation state that a distribution may be made under this subsection. MEMBERSHIPS.

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(b) The distribution is made in accordance with the stated purpose of the corporation. (c) The corporation would be able to pay its debts as they become due in the usual course of its activities. (d) The corporation’s total assets would equal at least the sum of its total liabilities. History: 1997 a. 79.

SUBCHAPTER XIV DISSOLUTION 181.1401 Dissolution by incorporators, directors, members and 3rd persons. (1) IN GENERAL. (a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators. (b) After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following: 1. Unless the articles of incorporation or bylaws provide otherwise, the board. 2. The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less. 3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation. (2) CORPORATION WITHOUT MEMBERS WITH VOTING RIGHTS. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors’ meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (3) NOTICE REQUIREMENTS. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (4) WRITTEN CONSENTS OR BALLOTS. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (5) DISTRIBUTION OF ASSETS. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. History: 1997 a. 79.

181.1403 Articles of dissolution. (1) FILING REQUIREMENTS. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information: (a) The name of the corporation. (b) The date dissolution was authorized. (c) A statement that dissolution was approved by a sufficient vote of the board. (d) If approval of members was not required, a statement to

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that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators. (e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution. (f) If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained. (g) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period. (2) EFFECTIVE DATE. A corporation is dissolved upon the effective date of its articles of dissolution. History: 1997 a. 79; 2001 a. 44.

181.1404 Revocation of dissolution. (1) WHEN PERMITTED. A corporation may revoke its dissolution within 120 days of its effective date. (2) HOW AUTHORIZED. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members or any other person. (3) FILING REQUIREMENTS. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following information: (a) The name of the corporation. (b) The effective date of the dissolution that was revoked. (c) The date that the revocation of dissolution was authorized. (d) If the corporation’s board or the incorporators revoked the dissolution, a statement to that effect. (e) If the corporation’s board revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board alone pursuant to that authorization. (f) If member or 3rd-person action was required to revoke the dissolution, the information required under s. 181.1403 (1) (e) and (f). (4) EFFECTIVE DATE. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (5) EFFECT OF REVOCATION. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. History: 1997 a. 79.

181.1405

Effect of dissolution. (1) POWERS OF DISA dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including any of the following: (a) Preserving and protecting its assets and minimizing its liabilities. (b) Discharging or making provision for discharging its liabilities and obligations. (c) Disposing of its properties that will not be distributed in kind. (d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition. SOLVED CORPORATION.

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(e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws. (g) If no provision has been made in the corporation’s articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving. (h) Doing every other act necessary to wind up and liquidate its assets and affairs. (2) MATTERS NOT AFFECTED BY DISSOLUTION. Dissolution of a corporation does not do any of the following: (a) Transfer title to the corporation’s property. (b) Subject its directors or officers to standards of conduct different from those under subch. VIII. (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws. (d) Prevent commencement of a proceeding by or against the corporation in its corporate name. (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. (f) Terminate the authority of the registered agent. (3) RETENTION OF EXCLUSIVE USE OF NAME. Except as provided in s. 181.1421 (6) and unless a dissolved corporation registers its corporate name under s. 181.0403 (2), the dissolved corporation retains the exclusive use of its corporate name for 120 days after the effective date of its articles of dissolution or for a shorter period if specified in its articles of dissolution under s. 181.1403 (1) (g). History: 1997 a. 79.

181.1406 Known claims against dissolved corporation. (1) DEFINITION. In this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (2) DISPOSITION OF KNOWN CLAIMS. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (3) NOTICE REQUIREMENTS. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall include all of the following information: (a) A description of the information that must be included in a claim. (b) A mailing address where a claim may be sent. (c) The deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim. (d) The claim will be barred if not received by the deadline. (4) WHEN CLAIMS BARRED. A claim against the dissolved corporation is barred if any of the following occurs: (a) A claimant who is given written notice under sub. (2) does not deliver the claim to the dissolved corporation by the deadline. (b) A claimant whose claim is rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. History: 1997 a. 79.

181.1407 Survival of remedies and claims. (1) COMMENCEMENT OF ACTIONS OR PROCEEDINGS. Except as provided in s. 181.1406 (4), the dissolution of a corporation does not take away or impair any remedy available to or against the corpora-

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tion, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers have the power to take such corporate or other action as is appropriate to protect such remedy, right or claim. (2) ENFORCEMENT OF CLAIM AGAINST CORPORATION. A claim may be enforced under this section against any of the following: (a) The dissolved corporation, to the extent of its undistributed assets. (b) If the assets have been distributed in liquidation, any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s prorated share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. History: 1997 a. 79.

181.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any of the following occurs: (1) NONPAYMENT. The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter. (2) FAILURE TO FILE ANNUAL REPORT. The corporation does not have on file its annual report with the department within one year after it is due. (3) FAILURE TO MAINTAIN REGISTERED AGENT OR OFFICE. The corporation is without a registered agent or registered office in this state for at least one year. (4) FAILURE TO NOTIFY DEPARTMENT OF CHANGE. The corporation does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued. (6) DURATION EXPIRES. The corporation’s period of duration stated in its articles of incorporation expires. (7) HUMAN TRAFFICKING. The corporation violates s. 940.302 (2) or 948.051 (2). History: 1997 a. 79; 2007 a. 116; 2021 a. 258.

181.1421 Procedure for and effect of administrative dissolution. (1) NOTICE OF DETERMINATION. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department may give the corporation notice of the determination. The notice shall be in writing and addressed to the agent of the corporation. (2) SECONDARY NOTICES. (a) If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department. (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation’s principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department’s Internet site. (3) EFFECTIVE DATE OF NOTICE. A notice of determination made under sub. (1) or (2) is effective upon the earliest of the following:

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(a) The date on which the corporation or its registered agent receives the notice. (b) Five days after the notice is deposited in the U.S. mail, if mailed postpaid and correctly addressed. (c) If the notice is sent by certified mail, return receipt requested, and if the return receipt is signed on behalf of the corporation, the date shown on the return receipt. (d) If the notice is posted on the department’s Internet site, the date of posting. (4) CURE. (a) Within 60 days after the notice takes effect under sub. (3), the corporation shall, with respect to each ground for dissolution, either correct such ground or demonstrate to the reasonable satisfaction of the department that such ground determined by the department does not exist. (b) If the corporation fails to satisfy par. (a), the department may administratively dissolve the corporation by entering a notation in the department’s records to reflect each ground for dissolution and the effective date of such dissolution. The department shall give the corporation notice of each ground for dissolution and the effective date of dissolution. The notice shall be in writing and addressed to the agent of the corporation. (5) EFFECT OF ADMINISTRATIVE DISSOLUTION. Sections 181.1405 (1) and (2), 181.1406 and 181.1407 apply to a corporation that is administratively dissolved. (6) TERMINATION OF RIGHT TO EXCLUSIVE USE OF NAME. The corporation’s right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution. (7) EFFECT OF DISSOLUTION ON AGENT. The administrative dissolution of a corporation does not terminate the authority of its registered agent. History: 1997 a. 79; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.

181.1422 Reinstatement following administrative dissolution. (1) APPLICATION FOR REINSTATEMENT. A corporation that is administratively dissolved may apply to the department for reinstatement. The application shall include all of the following: (a) The name of the corporation and the effective date of its administrative dissolution. (b) A statement that each ground for dissolution either did not exist or has been cured. (c) A statement that the corporation’s name satisfies s. 181.0401. (2) GROUNDS FOR REINSTATEMENT. (a) The department shall cancel the notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following: 1. That the application contains the information required by sub. (1) and the information is correct. 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid. (b) The certificate of reinstatement shall state the department’s determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and return a copy to the corporation or its representative. (3) EFFECT OF REINSTATEMENT; RELATION BACK. When the reinstatement becomes effective, it shall, except as provided in sub. (4), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred. (4) EFFECT OF REINSTATEMENT; ADDITIONAL RULES. When reinstatement under this section is effective, all of the following rules apply:

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(a) Except as provided in par. (b), the corporation’s period of duration continues as if the dissolution had never occurred. (b) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected. History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.1423 Appeal from denial of reinstatement. (1) NOTICE OF DENIAL. If the department denies a corporation’s application for reinstatement under s. 181.1422, the department shall serve the corporation under s. 181.0504 with a written notice that explains each reason for denial. (2) TIME FOR APPEAL OF DENIAL. The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is effective under s. 181.0105 (4). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department’s notice of dissolution, the corporation’s application for reinstatement, and the department’s notice of denial. (3) JUDICIAL REMEDY. The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate. (4) APPEAL OF COURT DECISION. The court’s final decision may be appealed as in other civil proceedings. History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.1430

Grounds for judicial dissolution. (1) WHO MAY BRING PROCEEDING. The circuit court may dissolve a corporation in a proceeding brought by any of the following: (a) The attorney general if any of the following is established: 1. That the corporation obtained its articles of incorporation through fraud. 2. That the corporation has continued to exceed or abuse the authority conferred upon it by law. (b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established: 1. That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes. 2. That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent. 3. That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired. 4. That the corporate assets are being misapplied or wasted. 5. That the corporation is no longer able to carry out its purposes. (c) A creditor if any of the following is established: 1. That the creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent. 2. That the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. (d) The corporation to have its voluntary dissolution continued under court supervision. (2) FACTORS REQUIRED TO BE CONSIDERED. Before dissolving a corporation, the court shall consider all of the following:

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(a) Whether there are reasonable alternatives to dissolution. (b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving. History: 1997 a. 79.

181.1431 Procedure for judicial dissolution. (1) WHO ARE PARTIES. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (2) POWERS OF COURT. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held. History: 1997 a. 79.

181.1432 Receivership or custodianship. (1) POWERS OF COURT. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (2) WHO MAY SERVE AS RECEIVER OR CUSTODIAN. The court may appoint an individual, or a domestic or foreign corporation or stock corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) POWERS AND DUTIES OF RECEIVER OR CUSTODIAN. (a) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. (b) A receiver may exercise, but is not limited to, all of the following powers: 1. To dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation. 2. To sue and defend in the receiver’s name as receiver of the corporation in all courts of this state. (c) A custodian may exercise all of the powers of the corporation, through or in place of its board or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors and may sue and defend in the custodian’s name as custodian of the corporation in all courts in this state. (4) REDESIGNATION. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. (5) COMPENSATION AND EXPENSES. The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the corporation or proceeds from the sale of the assets. History: 1997 a. 79.

181.1433 Decree of dissolution. (1) ENTERING DECREE.

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If after a hearing the court determines that one or more grounds for judicial dissolution under s. 181.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department, who shall file it. (2) EFFECT OF DECREE. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with s. 181.1405 and the notification of its claimants in accordance with ss. 181.1406 and 181.1407. History: 1997 a. 79.

181.1440 Deposit with secretary of revenue. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the secretary of revenue for safekeeping. However, in the secretary’s discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the secretary of revenue shall deliver to the creditor, member or other person or his or her representative that amount or property. History: 1997 a. 79; 2013 a. 20.

SUBCHAPTER XV FOREIGN CORPORATIONS 181.1501 Authority to transact business required. (1) IN GENERAL. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department. (2) PERMITTED ACTIVITIES. The following activities, among others, do not constitute transacting business in this state within the meaning of this subchapter: (a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding. (b) Holding meetings of the board or members or carrying on other activities concerning internal corporate affairs. (c) Maintaining bank accounts. (d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s memberships or maintaining trustees or depositaries with respect to those memberships. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages and security interests in property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (i) Owning, without more, property. (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature. (k) Transacting business in interstate commerce. History: 1997 a. 79.

181.1502 Consequences of transacting business without authority. (1) COURT PROCEEDINGS BARRED. A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under

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s. 181.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (2) SUCCESSORS TO FOREIGN CORPORATIONS. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (3) STAY OF PROCEEDINGS. A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (4) PENALTIES. (a) Beginning on February 1, 2000, a foreign corporation that transacts business in this state without a certificate of authority is liable to the state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to the sum of all of the following: 1. All fees that would have been imposed under this chapter upon the foreign corporation had it applied for and received a certificate of authority when it began transacting business in this state. 2. A fee of $50 for each year or portion of a year during which it transacted business without a certificate of authority or $500, whichever is less. (b) The foreign corporation shall pay the amount owed under par. (a) to the department. The department may not issue a certificate of authority to the foreign corporation until the amount owed under par. (a) is paid. The attorney general may enforce a foreign corporation’s obligation to pay the department any amount owed under par. (a). (5) VALIDITY OF CORPORATE ACTIONS. Notwithstanding subs. (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state. History: 1997 a. 79.

181.1503 Application for certificate of authority. (1) FILING REQUIREMENTS. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall be made on a form prescribed by the department and shall include all of the following information: (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a fictitious name that satisfies s. 181.1506. (b) The name of the state or country under whose law it is incorporated. (c) Its date of incorporation and period of duration. (d) The street address of its principal office. (e) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office. (f) The name and usual business or home address of each of its current directors and principal officers. (g) Whether the foreign corporation has members. (h) A statement that the corporation is organized without capital stock. (2) AUTHENTICATION. The foreign corporation shall deliver with the completed application a certificate of status or a document of similar import authenticated by the secretary of state or

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other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery. History: 1997 a. 79; 2021 a. 258.

181.1504 Amended certificate of authority. (1) WHEN REQUIRED. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if the foreign corporation changes any of the following: (a) Its corporate name or the fictitious name under which it has been issued a certificate of authority. (b) Its date of incorporation or the period of its duration. (c) The state or country of its incorporation. (2) FILING AND AUTHENTICATION REQUIREMENTS. The requirements of s. 181.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section, except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name. History: 1997 a. 79; 2001 a. 44.

181.1505

Effect of certificate of authority. (1) TRANSA certificate of authority issued to a foreign corporation authorizes the foreign corporation to transact business in this state subject to the right of the state to revoke the certificate as provided in this chapter. (2) RIGHTS AND PRIVILEGES. A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character. (3) INTERNAL AFFAIRS. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. ACTION OF BUSINESS.

History: 1997 a. 79.

181.1506 Corporate name of foreign corporation. (1) FICTITIOUS NAME. If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name. (2) DISTINGUISHABILITY GENERALLY REQUIRED. (a) Except as authorized under subs. (3) and (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department from all of the following names: 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved. 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state. 3. Any name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department. 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1404 (3) or under s. 180.1405 (3), respectively. 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

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9. Any name of a limited liability partnership whose statement of qualification is in effect or that has filed with the department a foreign registration statement. (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 181.0401 (1) (a) 1. or of the words “limited partnership”, “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words. (3) APPLICATION TO USE NONDISTINGUISHABLE NAME. A foreign corporation may apply to the department for authorization to use in this state a name that is not distinguishable upon the records of the department from one or more of the names described under sub. (2). The department shall authorize use of the name applied for if any of the following conditions exists: (a) The other foreign corporation or the domestic corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant or to cancel the registration or reservation. (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state. (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation,” “Corp.,” “incorporated,” “Inc.,” “service corporation,” “SC,” “Limited,” “Ltd.,” “limited partnership,” “LP,” “limited liability partnership,” “LLP,” “limited liability limited partnership,” “LLLP,” “registered limited liability limited partnership,” “RLLLP,” “limited liability company,” “LLC,” “cooperative association,” or “cooperative,” or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account. (4) CORPORATE REORGANIZATIONS. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation or stock corporation that is used in this state, or a limited liability company, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the other entity is organized under or authorized to transact business in this state and the foreign corporation has done any of the following: (a) Merged with the other entity. (b) Been formed by reorganization of the other entity. (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic or foreign corporation or stock corporation. (5) FAILURE TO COMPLY. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of sub. (2), it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of sub. (2) and obtains an amended certificate of authority under s. 181.1504. History: 1997 a. 79; 2005 a. 441; 2021 a. 258.

181.1507 Registered office and registered agent. (1m) Each foreign corporation shall designate and continuously maintain a registered office and registered agent in this state. The

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designation of a registered agent is an affirmation of the fact by the foreign corporation that the agent has consented to serve. (2m) The registered office may, but need not, be the same as any of its places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering services. The registered agent shall be any of the following: (a) A natural person who resides in this state and whose business office is identical with the registered office. (b) A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company whose business office is identical with the registered office. (c) A foreign corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office. (3m) A registered agent for a foreign corporation must have an e-mail address and a place of business or activity in this state. (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following: (a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent. (b) If the registered agent resigns, to provide the notice required by s. 181.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation. (c) To keep current the information with respect to the agent in the foreign corporation’s certificate of authority. History: 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.

181.1508 Change of registered agent or registered office of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following: (a) The name of the foreign corporation. (b) The information that is to be in effect as a result of the filing of the statement of change. (2) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve. (3) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority. History: 1997 a. 79; 2021 a. 258.

181.1509 Resignation of registered agent of foreign corporation. (1) A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a statement of resignation that states all of the following: (a) The name of the foreign corporation. (b) The name of the agent. (bm) That the agent resigns from serving as registered agent for the foreign corporation. (c) The address of the foreign corporation to which the agent will send the notice required by sub. (4). (3) The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following: (a) Sixty days after the department receives the statement of resignation for filing.

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(b) The date on which the appointment of a successor registered agent is effective. (4) A registered agent promptly shall furnish to the foreign corporation notice in a record of the date on which a statement of resignation was filed. (5) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation. (6) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing. History: 1997 a. 79; 2021 a. 258.

181.1510 Service of process, notice, or demand on foreign corporation. (1) A foreign corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by emailing it to the registered agent’s e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4). (2) A foreign corporation authorized to transact business in this state may be served in the manner provided in sub. (4) if the foreign corporation has no registered agent or its registered agent cannot, with reasonable diligence, be served. (3) A foreign corporation formerly authorized to transact business in this state may be served in the manner provided in sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign corporation has done any of the following: (a) Withdrawn from transacting business in this state under s. 181.1520. (b) Had its certificate of authority revoked under s. 181.1531. (4) (a) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the foreign corporation at its principal office, as shown on the records of the department on the date of sending, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following: 1. The date the foreign corporation receives the mail or delivery by commercial delivery service. 2. The date shown on the return receipt, if signed on behalf of the foreign corporation. 3. Five days after its deposit in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment. (b) If process, notice, or demand in an action cannot be served on a foreign corporation pursuant to subs. (1) to (3), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the foreign corporation if the individual served is not a plaintiff in the action. If the address of the foreign corporation’s principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation’s principal office or registered office, as most recently designated in the records of the department, is located. (4m) Service of process, notice, or demand on a registered agent must be in a written record.

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(5) Service of process, notice, or demand may be made by other means under law other than this chapter. History: 1997 a. 79; 2011 a. 234; 2021 a. 258.

181.1520

Withdrawal of foreign corporation. (1) CERTIFICATE REQUIRED. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department. (2) APPLICATION FOR CERTIFICATE. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following information: (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated. (b) A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state. (c) A statement whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under s. 181.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising during the time it was authorized to transact business in this state. (d) The mailing address of its principal office, if different from that shown on its most recent annual report. (e) A commitment to notify the department in the future of any change in the mailing address of its principal office. History: 1997 a. 79; 2021 a. 258.

181.1530

Grounds for revocation. (1) PERMISSIVE REVOCATION BY DEPARTMENT. Except as provided in sub. (1m), the department may bring a proceeding under s. 181.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies: (a) The foreign corporation fails to file its annual report with the department within 4 months after it is due. (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter. (c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months. (d) The foreign corporation does not inform the department under s. 181.1508 or 181.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance. (e) The foreign corporation obtained its certificate of authority through fraud. (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger. (g) The foreign corporation violates s. 940.302 (2) or 948.051 (2). (1m) MANDATORY REVOCATION BY DEPARTMENT. If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall issue a certificate of revocation under s. 181.1531 (2) (b). (2) REVOCATION BY A COURT. A court may revoke, under s. 946.87, the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify

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the department of the action, and the department shall issue a certificate of revocation under s. 181.1531 (2) (b). History: 1997 a. 79; 2007 a. 116.

181.1531 Procedure for and effect of revocation. (1) NOTICE OF PROCEEDING BY DEPARTMENT. If the department determines that one or more grounds exist under s. 181.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 181.1510 written notice of the determination, addressed to the foreign corporation’s registered agent. (2) CURE, REVOCATION AND REINSTATEMENT. (a) Within 60 days after the notice takes effect, the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist. (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation’s certificate of authority by entering a notation in the department’s records to reflect each ground for revocation and the effective date of revocation. The department shall give notice of those facts to the foreign corporation in the same manner as a notice of determination under subs. (1) and (2). (c) 1. If a foreign corporation’s certificate of authority is revoked, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of revocation: a. Corrects each ground for revocation. b. Pays any fees or penalties due the department under s. 181.1502 (4) (a) or $500, whichever is less. 2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred. (2g) SECONDARY NOTICES. (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign corporation, addressed to the principal office of the foreign corporation, as most recently designated in the records of the department. (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation’s principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department’s Internet site. (2r) EFFECTIVE DATE OF NOTICE. A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the earliest of the following: (a) When received. (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed. (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (3) EFFECT OF REVOCATION. The authority of a foreign corporation to transact business in this state, ends on the effective date of revocation of its certificate of authority, as reflected in the records of the department. (4) SERVICE ON CORPORATION AFTER REVOCATION. If the department or a court revokes a foreign corporation’s certificate of authority, the foreign corporation may be served under s. 181.1510 (3) and (4) or the foreign corporation’s registered agent may be served until the registered agent’s authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

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(5) AUTHORITY OF REGISTERED AGENT. Revocation of a foreign corporation’s certificate of authority does not terminate the authority of its registered agent. History: 1997 a. 79; 2001 a. 44; 2011 a. 234; 2013 a. 20.

181.1532 Appeal from revocation. (1) RIGHT TO APPEAL. A foreign corporation may appeal the department’s revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation’s principal office or, if none exists in this state, its registered office is located, within 30 days after the effective date of the notice of revocation. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department’s notice of revocation. (2) PERMISSIBLE REMEDIES. The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate. (3) APPEAL OF JUDICIAL DECISION. The court’s final decision may be appealed as in other civil proceedings. History: 1997 a. 79; 2001 a. 44.

SUBCHAPTER XVI RECORDS AND REPORTS 181.1601

Corporate records. (1) MINUTES AND A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under s. 181.0825. (2) ACCOUNTING RECORDS. A corporation shall maintain appropriate accounting records. (3) MEMBERSHIP RECORDS. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. (4) FORM. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (5) COPIES AT PRINCIPAL OFFICE. A corporation shall keep a copy of all of the following records at its principal office: (a) Its articles of incorporation and all amendments to them currently in effect. (b) Its bylaws or restated bylaws and all amendments to them currently in effect. (c) Resolutions adopted by its board relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members. (d) The minutes of all meetings of members and records of all actions approved by the members for the past 3 years. (e) The financial statements furnished for the past 3 years under s. 181.1620. (f) A list of the names and business or home addresses of its current directors and officers. (g) Its most recent annual report delivered to the department under s. 181.0214. RECORDS OF ACTION.

History: 1997 a. 79; 2021 a. 258.

181.1602 Inspection of records by members. (1) RECORDS AT PRINCIPAL OFFICE. Subject to s. 181.1603 (3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the

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corporation described in s. 181.1601 (5) if the member gives the corporation written notice or a written demand at least 5 business days before the date on which the member wishes to inspect and copy. (2) OTHER RECORDS THAT MAY BE INSPECTED. A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of sub. (3) and gives the corporation written notice at least 5 business days before the date on which the member wishes to inspect and copy: (a) Excerpts from any records required to be maintained under s. 181.1601 (1), to the extent not subject to inspection under sub. (1). (b) Accounting records of the corporation. (c) Subject to s. 181.1605, the membership list. (3) WHEN OTHER RECORDS MAY BE INSPECTED. A member may inspect and copy the records identified in sub. (2) only if all of the following apply: (a) The member’s demand is made in good faith and for a proper purpose. (b) The member describes with reasonable particularity the purpose and the records the member desires to inspect. (c) The records are directly connected with this purpose. (4) APPLICABILITY. This section does not affect any of the following: (a) The right of a member to inspect records under s. 181.0720 or, if the member 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: 1997 a. 79.

181.1603 Scope of inspection rights. (1) AGENTS AND ATTORNEYS. A member’s agent or attorney has the same inspection and copying rights as the member who the agent or attorney represents. (2) COPIES. The right to copy records under s. 181.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (3) REASONABLE CHARGES. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. (4) DATE OF MEMBERSHIP LIST. The corporation may comply with a member’s demand to inspect the record of members under s. 181.1602 (2) (c) by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand. History: 1997 a. 79.

181.1604 Court-ordered inspection. (1) RECORDS AT PRINCIPAL OFFICE. If a corporation does not allow a member who complies with s. 181.1602 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member. (2) OTHER RECORDS. If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with s. 181.1602 (2) and (3) may apply to the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office

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is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (3) PAYMENT OF COSTS. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. (4) RESTRICTIONS ON DISTRIBUTION OF RECORDS. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. History: 1997 a. 79.

181.1605 Limitations on use of membership list. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of a membership list may not be used for any of the following: (1) SOLICITATION. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation. (2) COMMERCIAL PURPOSES. For any commercial purpose. (3) SALE OF LIST. To be sold to or purchased by any person. History: 1997 a. 79.

181.1620 Financial statements for members. (1) MEMBER MAY DEMAND. A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. (2) CERTIFIED PUBLIC ACCOUNTANT’S REPORT OR OFFICER’S STATEMENT. If annual financial statements are reported upon by a certified public accountant licensed or certified under ch. 442, the certified public accountant’s report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation’s financial accounting records that includes all of the following: (a) A statement of the president’s or other person’s reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation. (b) A description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. History: 1997 a. 79; 2001 a. 16.

181.1621 Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or 181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall re-

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port the indemnification or advance in writing to the members with or before the notice of the next meeting of members. History: 1997 a. 79.

SUBCHAPTER XVII TRANSITIONAL PROVISIONS 181.1701 Applicability of chapter. (1) DOMESTIC CORPORATIONS. (a) Except as provided in par. (b), this chapter applies to all corporations in existence on January 1, 1999, that were incorporated under or have elected to become subject to ch. 181, 1995 stats., and all corporations without stock organized under corresponding prior general corporation laws. (b) A domestic corporation without stock not organized as provided under par. (a) is not subject to this chapter but may at any time elect to become subject to this chapter by filing restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter. (c) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation. (d) An industrial development agency formed under s. 59.57 (2) shall, to the extent not inconsistent with that subsection, conduct and administer its business in accordance with this chapter. (2) FOREIGN CORPORATIONS. This chapter applies to all foreign corporations transacting business in this state beginning on January 1, 1999. History: 1997 a. 79.

181.1703 Saving provisions. (1) EFFECT OF REPEAL. Except as provided in sub. (2), the repeal of a statute by this chapter does not affect any of the following: (a) The operation of the statute or any action taken under it before its repeal. (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal. (c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal. (d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (e) Any meeting of members or the board or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or a board or action by written consent. (2) PENALTIES AND PUNISHMENTS. If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter. (3) REINSTATEMENT OF DISSOLVED CORPORATION. Section 181.1422 applies to any involuntary or administrative dissolution, even if the dissolution occurred before January 1, 1999. History: 1997 a. 79; 1999 a. 32.

May 22, 2026, are designated by NOTES. (Published 5-22-26)