Chapter 180, BUSINESS CORPORATIONS

180.0831 Director conflict of interest. (1) In this section, “conflict of interest transaction” means a transaction with the corporation in which a director of the corporation has a direct or indirect interest. (2) A conflict of interest transaction is not voidable by the corpora…

180.0832 Loans to directors. (1) Except as provided in sub. (3), a corporation may not lend money to or guarantee the obligation of a director of the corporation unless any of the following occurs: (a) The particular loan or guarantee is approved by a majority of the votes repres…

180.0833 Liability for unlawful distributions. (1) Except as provided in sub. (3), a director who votes for or assents to a distribution made in violation of s. 180.0640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution th…

180.0840 Officers. (1) A corporation shall have the officers described in its bylaws or appointed by its board of directors by resolution not inconsistent with the bylaws. (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the byl…

180.0841 Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent not inconsistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the bylaws or by the bo…

180.0843 Resignation and removal of officers. (1) An officer may resign at any time by delivering notice to the corporation that complies with s. 180.0141. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corpor…

180.0844 Contract rights of officers. (1) The appointment of an officer does not itself create contract rights. (2) Except as provided in s. 180.0843 (2), an officer’s resignation or removal is subject to any remedies provided by any contract between the officer and the corporati…

180.0850 Definitions applicable to indemnification and insurance provisions. In ss. 180.0850 to 180.0859: (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…

180.0851 Mandatory indemnification. (1) 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 offic…

180.0852 Corporation may limit indemnification. A corporation’s articles of incorporation may limit its obligation to indemnify under s. 180.0851. Any provision of the articles of incorporation relating to a corporation’s power or obligation to indemnify that was in existence on …

180.0853 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 reasonable expenses as incurred if the director or officer provides the corporation with all of the following: (…

180.0854 Court-ordered indemnification. (1) Except as provided otherwise by written agreement between the director or officer and the corporation, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to anoth…

180.0855 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. 180.0851 (2) shall select…

180.0856 Indemnification and allowance of expenses of employees and agents. (1) A corporation shall indemnify an employee who is not a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a proceeding, f…

180.0857 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 or incurred by the individual in his or her capacity as an employee, agent, direct…

180.0858 Additional rights to indemnification and allowance of expenses. (1) Except as provided in sub. (2), ss. 180.0851 and 180.0853 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following: …

180.0859 Indemnification and insurance against securities law claims. (1) 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 des…

180.0860 Statements of changes in directors or principal. (1) 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 na…

180.1001 Authority to amend articles of incorporation. (1) A corporation may amend its articles of incorporation at 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 to…

180.1002 Amendment of articles of incorporation by board of directors. Unless the articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action: (1) To e…

180.1003 Amendment of articles of incorporation by board of directors and shareholders. (1) (a) The corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to shareholders. (b) The board of directors may condition its su…

180.1004 Voting on amendments by voting groups. (1) Except as provided in s. 180.1707, if shareholder approval of an amendment to the articles of incorporation is required by this chapter, the holders of the outstanding shares of a class of shares may vote as a separate voting gr…

180.1005 Amendment before issuance of shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation. Unless the amendment has been approved by the affirmative vote or the…

180.1006 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) The name of the corporation. (2) The text of each amendment adopted. (3) If an …

180.1007 Restated articles of incorporation. (1) A corporation’s board of directors or, if the corporation has not yet issued shares, the incorporators may restate the articles of incorporation at any time and without shareholder approval, unless shareholder approval is required …

180.1008 Amendment pursuant to reorganization. (1) Except as provided in sub. (4), a corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court having jurisdic…

180.1009 Effect of amendment. (1) An amendment to a corporation’s articles of incorporation, including a restatement of its articles of incorporation under s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following: (a) A cause o…

180.1020 Amendment of bylaws by board of directors or shareholders. (1) A corporation’s board of directors 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, s. 180.1021 (2) o…

180.1021 Bylaw fixing quorum or voting requirements for shareholders. (1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups…

180.1022 Bylaw fixing quorum or voting requirements for directors. (1) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows: (a) If originally adopted by the shareholders, only by…

180.1100 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 intere…

180.11001 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 rig…

180.11002 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 wh…

180.11003 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.

180.11004 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 action by a person, whether…

180.1101 Merger authorized. (1) One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the governing law of each constitue…

180.11012 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…

180.1102 Interest exchange authorized. (1) A domestic corporation may acquire all of one or more classes or series of interests of another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exc…

180.11021 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 and the acquired entity, its name, type of entity, and governing law. (b) The terms and conditions of the exchange. (c) The ma…

180.11031 Approval of merger or interest exchange; amendment; abandonment. (1) Subject to the governing law of each constituent, acquiring, or acquired entity, a plan of merger or interest exchange must be approved by a vote or consent of the board of directors of each domestic c…

180.11032 Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges. (1) SUBMIT TO SHAREHOLDERS. After a plan of merger or interest exchange is approved, the board of directors of each domestic corporation that is party to the merg…

180.1104 Merger of subsidiary or parent. (1) A domestic parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation or at least 90 percent of the outstanding interests of each class of any other subsidiary business entity may …

180.11045 Merger of indirect wholly owned subsidiary or parent. (1) DEFINITIONS. In this section: (a) “Holding company” means a domestic corporation that issues shares under sub. (2) (b) and that, during the period beginning with its incorporation and ending with the effective ti…

180.1105 Articles of merger or interest exchange. (1) Except as provided in s. 180.1104 (4), after a plan of merger or interest exchange has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or caus…

180.1106 Effect of merger or interest exchange. (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 en…

180.1130 Definitions applicable to ss. 180.1130 to 180.1134. In ss. 180.1130 to 180.1134: (1) “Associate” of a person means any of the following: (a) An organization, other than the resident domestic corporation or a subsidiary of the resident domestic corporation, of which the p…

180.1131 Shareholder vote. In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, a business combination must be approved by the affirmative vote of at least all of the following, except as provided in s. 180.1132: (…

180.1132 Exceptions. (1) FAIR PRICE. The vote required by s. 180.1131 does not apply to a business combination if each of the following conditions is met: (a) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be rec…

180.1133 Other requirements for greater votes. A business combination of a corporation that has a provision of the articles of incorporation permitted by s. 180.0727 is subject to s. 180.1131 unless one of the exemptions of s. 180.1132 has been met. History: 1989 a. 303.

180.1134 Actions during take-over offer. In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, approval by vote of holders of a majority of the shares of the resident domestic corporation entitled to vote on the pro…