611.11 Incorporators. (1) GENERAL. Any number of corporate or adult natural persons may organize a corporation under comply with this chapter, and a copy of the bylaws and any amendments thereto shall be filed with the commissioner within this chapter. (2) CLOSELY HELD, SUBSIDIARY AND AFFILIATED CORPORA- 60 days after adoption. Subject to this subsection, to ss. 611.13 (2) (d) and (5) and 611.22 (4), ss. 180.0206 and 180.1020 to TIONS. One to 15 corporate or adult natural persons may organize 180.1022 apply to stock corporations and ss. 181.0206, 181.0207 a corporation under s. 611.22. and 181.1021 apply to mutuals. (3) MUTUAL REINSURANCE CORPORATIONS. A mutual rein(5) FORUM SELECTION PROVISIONS. Section 180.0145 apsurance corporation having the exclusive purpose of providing reinsurance for its member corporations may be organized by 15 plies to stock corporations, and s. 181.0163 applies to mutuals. History: 1971 c. 260; 1989 a. 303; 1997 a. 79; 1999 a. 85; 2023 a. 212. or more mutuals under this chapter and town mutuals under ch. 612. The commissioner may exempt the corporation from any of 611.13 Organization permit and certificate of incorpothe requirements of ss. 611.12 to 611.20 if the commissioner con- ration. (1) PERMIT REQUIRED. No person may, in the case of a siders them unnecessary for the protection of the members. stock corporation, solicit subscriptions for its securities, or in the (4) MUNICIPALITIES. (a) In this subsection, “municipality” case of a mutual, solicit applications for qualifying insurance has the meaning given in s. 345.05 (1) (c). policies or subscriptions for mutual bonds or contribution notes, (b) Any number of municipalities or associations of munici- until the commissioner has issued an organization permit. palities or both may organize a municipal insurance mutual under (2) APPLICATION FOR PERMIT. The application for an organis. 611.13, subject to s. 611.23, to provide any of the following for zation permit shall be signed and acknowledged by or on behalf its members: of each incorporator, and shall include or have attached: 1. Worker’s compensation insurance. (a) The names, and for the preceding 10 years all addresses 2. Liability insurance. and all occupations of all incorporators and proposed directors and officers; 3. Risk management services. (b) For all corporate incorporators, their articles and bylaws, a 4. Property insurance. History: 1971 c. 260; 1973 c. 243; 1977 c. 346; 1979 c. 102 ss. 236 (6), 237; list of the names, addresses and occupations of all directors and 1981 c. 390 s. 252; 1995 a. 197; 2003 a. 78; 2009 a. 28; 2011 a. 32. principal officers, and for the 3 most recent years their annual fi611.12 Articles and bylaws. (1) STOCK CORPORATIONS. nancial statements and reports; Section 180.0202 applies to the articles of a stock corporation, (c) The proposed articles which shall be signed and acknowlexcept that: edged by or on behalf of each incorporator, and the proposed (a) The name of the corporation shall include the word “insur- bylaws; ance” or a term of equivalent meaning, and shall comply with s. (d) All agreements relating to the corporation to which any in180.0401 (2) to (4); corporator or proposed director or officer is a party; (am) The articles shall include a statement that the corpora(e) The amount and sources of the funds available for organition is organized under this chapter; zation expenses and the proposed arrangements for reimburse(b) Authorized shares shall conform to s. 611.33 (1); and ment and compensation of incorporators or other persons; 611.07
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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Updated 23-24 Wis. Stats. DOMESTIC STOCK AND MUTUAL INSURANCE CORPORATIONS
(f) The proposed compensation of directors and officers; (g) The plan for solicitation of applications for qualifying insurance policies and for the corporation’s securities; (h) The forms to be used for stock subscriptions, certificates for shares, applications for qualifying insurance policies, subscriptions for mutual bonds and contribution notes, and the forms for bonds and notes; (i) The proposed capital, or the proposed minimum permanent surplus, and the proposed initial surplus; (j) The plan for conducting the insurance business, including: 1. The geographical area in which business is intended to be done in the first 5 years; 2. The types of insurance intended to be written in the first 5 years; 3. The proposed marketing methods; 4. To the extent requested by the commissioner, the proposed method for the establishment of premium rates; (k) A projection of the anticipated operating results of the corporation at the end of each of the first 5 years of operation, based on reasonable assumptions of loss experience, premium and other income, operating expenses and acquisition costs; and (L) Such other relevant documents or information as the commissioner reasonably requires. (3) ISSUANCE OF ORGANIZATION PERMIT AND OF CERTIFICATE OF INCORPORATION. The commissioner shall issue an organization permit and a certificate of incorporation if: (a) The commissioner finds that all requirements of law have been met; (b) The commissioner is satisfied that all natural persons who are incorporators, the directors and principal officers of corporate incorporators, and the proposed directors and officers of the corporation being formed are trustworthy and competent and collectively have the competence and experience to engage in the particular insurance business proposed; and (c) The commissioner is satisfied that the business plan is consistent with the interests of the corporation’s potential insureds and of the public. (4) CONTENTS OF PERMIT. The organization permit shall specify the minimum capital or minimum permanent surplus required under s. 611.19, and may contain such other information as the commissioner deems necessary. (5) LEGAL EXISTENCE. Upon the issuance of the certificate of incorporation the legal existence of the corporation shall begin, the articles and bylaws shall become effective and the proposed directors and officers shall take office. The certificate shall be conclusive evidence of compliance with this section, except in a proceeding by the state against the corporation. History: 1971 c. 260; 1991 a. 316. Cross-reference: See also s. Ins 6.52, Wis. adm. code.
611.14
Powers under organization permit. (1) STOCK CORPORATIONS. While its organization permit is in effect a stock corporation may: (a) Register stock under s. 611.31, solicit subscriptions subject to s. 180.0620 (1) (a) and receive payment therefor in cash or, with the approval of the commissioner, in other property constituting a permitted investment under ch. 620, and issue receipts for such payment at values approved by the commissioner, but no shares may be issued until a certificate of authority is issued; and (b) Transact all other business necessary and appropriate for the organization of the planned insurance enterprise. (2) MUTUALS. While its organization permit is in effect a mutual may: (a) Register mutual bonds under s. 611.31, solicit applications
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for qualifying insurance policies under s. 611.19 (4) (c) and subscriptions for mutual bonds and contribution notes and receive payment therefor in cash or, with the approval of the commissioner, in property constituting a permitted investment under ch. 620, and issue receipts for such payment at values approved by the commissioner, but no policies or bonds may be issued until a certificate of authority is issued; and (b) Transact all other business necessary and appropriate in the organization of the planned insurance enterprise. History: 1971 c. 260, 307; 1989 a. 303.