Chapter 180, BUSINESS CORPORATIONS

180.1140 Definitions applicable to business combination provisions. In ss. 180.1140 to 180.1144: (1) “Announcement date” means the date of the first public announcement of the final, definitive proposal for a business combination. (2) “Associate” of a person means any of the foll…

180.1141 Restrictions on business combinations. (1) BUSINESS COMBINATIONS DURING THE 3 YEARS AFTER THE STOCK ACQUISITION DATE. Except as provided in s. 180.1143, a resident domestic corporation may not engage in a business combination with an interested stockholder of the residen…

180.1142 Determining market value and control. (1) For purposes of ss. 180.1140 to 180.1144, the market value of stock or property other than cash or stock is determined as follows: (a) In the case of stock, by: 1. The highest closing sale price during the 30 days immediately bef…

180.1143 Exclusions from business combination restrictions. Sections 180.1140 to 180.1144 do not apply to any of the following: (1) Unless the articles of incorporation provide otherwise, a business combination of a resident domestic corporation with an interested stockholder if …

180.1144 Relationship to other laws. (1) The requirements of ss. 180.1140 to 180.1144 are in addition to the requirements of other applicable law, including the other provisions of this chapter, and any additional requirements contained in the articles of incorporation or bylaws …

180.1150 Control share voting restrictions. (1) In this section: (b) “Person” includes 2 or more individuals or persons acting as a group for the purpose of acquiring or holding securities of a resident domestic corporation, but does not include a bank, broker, nominee, trustee o…

180.1161 Conversion. (1) (a) A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to this section and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governin…

180.1171 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 th…

180.1172 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…

180.1173 Approval of domestication; amendment; abandonment. (1) Subject to the governing law of each of the domesticating and domesticated entity, a plan of domestication must be approved by the shareholders of a domesticating Wisconsin corporation. A plan of domestication of a d…

180.1174 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 do…

180.1175 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 which it has domesticated while continuing to be …

180.1201 Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary. SUBCHAPTER XIII DISSENTERS’ RIGHTS SUBCHAPTER XIV DISSOLUTION SUBCHAPTER XV FOREIGN CORPORATIONS SUBCHAPTER XVI RECORDS AND REPORTS SUBCHAPTER XVII APPLICATION OF THIS CHA…

180.1202 Sale of assets other than in regular course of business. (1) Except as provided in sub. (5), a corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular cour…

180.1301 Definitions. In ss. 180.1301 to 180.1331: (1) “Beneficial shareholder” means a person who is a beneficial owner of shares held by a nominee as the shareholder. (1m) “Business combination” has the meaning given in s. 180.1130 (3). (2) “Corporation” means the issuer corpor…

180.1302 Right to dissent. (1) Except as provided in sub. (4) and s. 180.1008 (3), a shareholder or beneficial shareholder may dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (a) Consummation of a pl…

180.1303 Dissent by shareholders and beneficial shareholders. (1) A shareholder may assert dissenters’ rights as to fewer than all of the shares registered in his or her name only if the shareholder dissents with respect to all shares beneficially owned by any one person and noti…

180.1320 Notice of dissenters’ rights. (1) If proposed corporate action creating dissenters’ rights under s. 180.1302 is submitted to a vote at a shareholders’ meeting, the meeting notice shall state that shareholders and beneficial shareholders are or may be entitled to assert d…

180.1321 Notice of intent to demand payment. (1) If proposed corporate action creating dissenters’ rights under s. 180.1302 is submitted to a vote at a shareholders’ meeting, a shareholder or beneficial shareholder who wishes to assert dissenters’ rights shall do all of the follo…

180.1322 Dissenters’ notice. (1) If proposed corporate action creating dissenters’ rights under s. 180.1302 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders and beneficial shareholders who satisfied s. 180.13…

180.1323 Duty to demand payment. (1) A shareholder or beneficial shareholder who is sent a dissenters’ notice described in s. 180.1322, or a beneficial shareholder whose shares are held by a nominee who is sent a dissenters’ notice described in s. 180.1322, must demand payment in…

180.1324 Restrictions on uncertificated shares. (1) The issuer corporation may restrict the transfer of uncertificated shares from the date that the demand for payment for those shares is received until the corporate action is effectuated or the restrictions released under s. 180…

180.1325 Payment. (1) Except as provided in s. 180.1327, as soon as the corporate action is effectuated or upon receipt of a payment demand, whichever is later, the corporation shall pay each shareholder or beneficial shareholder who has complied with s. 180.1323 the amount that …

180.1326 Failure to take action. (1) If an issuer corporation does not effectuate the corporate action within 60 days after the date set under s. 180.1322 for demanding payment, the issuer corporation shall return the deposited certificates and release the transfer restrictions i…

180.1327 After-acquired shares. (1) A corporation may elect to withhold payment required by s. 180.1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date specified in the dissenters’ notice under s. 180.1322 (2) (c) as the date of the fi…

180.1328 Procedure if dissenter dissatisfied with payment or offer. (1) A dissenter may, in the manner provided in sub. (2), notify the corporation of the dissenter’s estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her esti…

180.1330 Court action. (1) If a demand for payment under s. 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under s. 180.1328 and petition the court to determine the fair value of the shares and accrue…

180.1331 Court costs and counsel fees. (1) (a) Notwithstanding ss. 814.01 to 814.04, the court in a special proceeding brought under s. 180.1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court an…

180.1401 Dissolution before issuance of shares. (1) The incorporators or the board of directors of a corporation that has not issued shares may authorize the dissolution of the corporation. (2) At any time after dissolution is authorized under sub. (1), the corporation may dissol…

180.1402 Dissolution by board of directors and shareholders. (1) (a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) The board of directors may condition its submission of the proposal for dissolution on any basis. (2) The corpor…

180.1403 Articles of dissolution for dissolution under s. 180.1402. (1) At any time after dissolution is authorized under s. 180.1402, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following: (a) The name o…

180.1404 Revocation of dissolution. (1) A corporation may revoke its dissolution authorized under s. 180.1401 or 180.1402, within 120 days after the effective date of the dissolution. (2) Revocation of dissolution shall be authorized in the same manner that the dissolution was au…

180.1405 Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs including the following: (a) Collecting its assets. (b) Disposing of …

180.1406 Known claims against dissolved corporation. (1) Except as provided in sub. (4), a dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) A dissolved corporation may deliver written notice of the dissolut…

180.1407 Claims against dissolved corporation generally. (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as su…

180.1408 Enforcing claims. (1) A claim not barred under s. 180.1406 or 180.1407 may be enforced against the dissolved corporation to the extent of its undistributed assets. (2) If the dissolved corporation’s assets have been distributed in liquidation, a claim not barred under s.…

180.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 180.1421 to administratively dissolve a corporation if any of the following occurs: (1) The corporation does not pay, within one year after they are due, any fees or penalties due the …

180.1421 Procedure for and effect of administrative dissolution. (1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department may give the corporation notice of the determination. The notice shall be in writing and…

180.1422 Reinstatement following administrative dissolution. (1) 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 admin…

180.1423 Appeal from denial of reinstatement. (1) If the department denies a corporation’s application for reinstatement under s. 180.1422, the department shall serve the corporation under s. 180.0504 with a written notice that explains each reason for denial. (2) The corporation…

180.1430 Grounds for judicial dissolution. The circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is or was last located may dissolve a corporation in a proceeding: (1) By the attorney general, if any of the foll…

180.1431 Procedure for judicial dissolution. (1) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (2) A court in a proceeding brought to dissolve a corporation may issue injunctions, appo…

180.1432 Receivership. (1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and …

180.1433 Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the co…

180.1440 Delivery to secretary of revenue. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation and are unclaimed shall be reduced to cash and shall be reported and delivered to the secretary of revenue as provided…

180.1501 Authority to transact business required. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department. (2) Activities that for purposes of sub. (1) do not constitute transacting business in this state i…

180.1502 Consequences of transacting business without authority. (1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, may not maintain a proceeding in any court in this state …

180.1503 Application for certificate of authority. (1) 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 set forth all of the following: (a) The name o…

180.1504 Amended certificate of authority. (1) 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 fictitiou…

180.1505 Effect of certificate of authority. (1) A 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 under ss. 180.1530 to 180.1532. (2) A for…