Chapter 180 — BUSINESS CORPORATIONS

180.0101 Title. This chapter may be cited as the “Wisconsin business corporation law”. GENERAL PROVISIONS History: 1989 a. 303. May 22, 2026, are designated by NOTES. (Published 5-22-26) 3 Updated 23-24 Wis. Stats. Wisconsin’s Business Corporation Law. Williams & Berry. Wis. Law.…

180.0103 Definitions. In this chapter, except as otherwise provided: (1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person. (2) “Articles of incorporation” includ…

180.0105 Governing law. (1) The law of this state governs all of the internal affairs of a corporation. (2) The fact that one or more shareholders of a corporation are, or are not, subject to tax on the income of the corporation shall have no effect on the application of the law …

180.0112 Delivery of a record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (2) Delivery to the department is effective only when a record…

180.0120 Filing requirements. (1) Subject to sub. (4), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following: Updated 23-24 Wis. Stats. 4 (a) Contain the information required…

180.0121 Forms. (1) (a) The department shall prescribe and furnish on request forms for all of the following documents: 1. A foreign corporation’s application for a certificate of authority to transact business in this state under s. 180.1503. 2. A foreign corporation’s applicati…

180.0122 Filing and service fees. (1g) Subject to subs. (1m) and (3), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. Any fee under this subsection shall be established by the department by rule. The department may also …

180.0123 Effective date and time. (1) (a) Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following tim…

180.0124 Correcting filed document. (1) A domestic corporation or foreign corporation may correct a document that is filed by the department if any of the following applies: (a) The document contains a statement that was incorrect at the time of filing. (b) The document was defec…

180.0125 Filing duty of department of financial institutions. (1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date of receipt on the original, the document copy and, upon request, Updated 23-24 Wis. Stats. 6 any add…

180.0126 Appeal from department of financial institutions’ refusal to file document. (1) If the department refuses to file a document received by the department for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit cour…

180.0127 Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department. History: 1989 a. 303; 1995 a. 27. 180.0128 Confirmation of status. (1) Any person may ob…

180.0128 (4). (1m) Except as provided under sub. (5), the department shall collect the following fees when the records described in this subsection are delivered to the department for filing or, under pars. (e) and (f), the telephone applications are made: (a) Articles of incorpo…

180.0129 Penalty for false document. (1) A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material re…

180.0141 Knowledge; notice. (1) A person knows a fact if any of the following applies: (a) The person has actual knowledge of the fact. (b) The person is deemed to know the fact under law other than this chapter. (2) A person has notice of a fact if the person has reason to know …

180.0142 Number of shareholders. (1) For purposes of this chapter, any of the following constitute one shareholder if identified as a shareholder in a corporation’s current record of shareholders: (a) Three or fewer co-owners. (b) An entity. (c) The trustees, guardians, custodian…

180.0143 Withdrawal of filed documents before effectiveness. (1) Except as otherwise provided in ss. 180.11031 (2) and (3) and 180.1173 (2), a document delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a stat…

180.0144 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, …

180.0145 Forum selection provisions. The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all claims pertaining to the internal affairs of the corporation shall be brought solely and exclusively in the courts…

180.0201 Incorporators. (1) One or more persons may act as the incorporator or incorporators of a corporation. (2) Following the incorporation of a corporation, a majority of the corporation’s incorporators or their survivors may take any action permitted by this chapter to be ta…

180.0202 Articles of incorporation. (1) The articles of incorporation shall include all of the following information: (a) A statement that the corporation is incorporated under this chapter. (b) A corporate name that satisfies s. 180.0401. (c) The number of authorized shares, exc…

180.0203 Incorporation. (1) The corporate existence begins when the articles of incorporation become effective under s. 180.0123. (2) The department’s filing of the articles of incorporation is conclusive proof that the corporation is incorporated under this chapter, except in a …

180.0205 Organization of corporation. (1) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation …

180.0206 Bylaws. (1) The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not …

180.0207 Emergency bylaws. (1) In this section, “emergency” means a catastrophic event that prevents a quorum of the corporation’s directors from being readily assembled. (2) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt…

180.0301 Purposes. (1) A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles of incorporation. (2) A corporation engaging in a business that is subject to regulation under anothe…

180.0302 General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, i…

180.0303 Emergency powers. (1) In this section, “emergency” has the meaning given in s. 180.0207 (1). (2) In anticipation of or during an emergency, the board of directors of a corporation may do all of the following: (a) Modify lines of succession to accommodate the incapacity o…

180.0304 Lack of corporate power. (1) Except as provided in sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation’s…

180.0401 Corporate name. (1) (a) The corporate name of a corporation: 1. Shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language, except as provi…

180.0402 Reservation of name. (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing. The application shall include the …

180.0403 Registration of name. (1) (a) A foreign corporation that has not obtained a certificate of authority to transact business in this state under subch. XV may register its name, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name is distinguishable on the …

180.0501 Registered office and registered agent. (1m) Each corporation shall designate and maintain a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve…

180.0502 Change of registered office or registered agent. (1) A corporation may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that states all of the following: (a) The name of the corporation or foreign…

180.0503 Resignation of registered agent. (1) A registered agent may resign as agent for a corporation by delivering to the department for filing a statement of resignation that states all of the following: (a) The name of the corporation. (b) The name of the agent. (c) The addre…

180.0504 Service on corporation. (1) A 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 e-mailing it to the register…

180.0601 Authorized shares. (1) The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue, except that an investment company may prescribe that each class May 22, 2026, are designated by …

180.0602 Terms of class or series determined by board of directors. (1) To the extent provided in the articles of incorporation, the board of directors may, within the limits under s. 180.0601, do any of the following: (a) Determine with respect to any class of shares the prefere…

180.0603 Issued and outstanding shares. (1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. If an investment company has authorized an indefinite number of shares, there is no limit on the number of shares that the…

180.0604 Fractional shares. (1) A corporation may do any of the following: (a) Issue fractions of a share or pay in money the value of fractions of a share. (b) Arrange for disposition of fractional shares by the shareholders. (c) Issue scrip in registered or bearer form entitlin…

180.0620 Subscription for shares. (1) (a) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation. (b) Unless the subscription agree…

180.0621 Issuance of shares. (1) The powers granted in subs. (2) to (5) to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or int…

180.0622 Liability of shareholders, transferees and others. (1) A purchaser from a corporation of the corporation’s shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issue…

180.0623 (4), 180.0640 (2), 180.0702 (2), 180.0704 (4), 180.0705 (3) or 180.0707 on which a corporation determines the identity of its shareholders for purposes of this chapter. (13m) “Registered agent” means an agent of a corporation or foreign corporation that is authorized to …

180.0624 Share rights, options and warrants. Unless the articles of incorporation provide otherwise before the issuance of the rights, options or warrants, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. The rights, options or wa…