Chapter 180, BUSINESS CORPORATIONS

180.1506 Corporate name of foreign corporation. (1) 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 …

180.1507 Registered office and registered agent of foreign corporation. (1m) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain a registered agent and registered office in this state. The designation of a registered ag…

180.1508 Change of registered office or registered agent of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change…

180.1509 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. (…

180.1510 Service on foreign corporation. (1) Except as provided in subs. (2) and (3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation’s agent for service of process, notice or demand required or permitted by l…

180.1520 Withdrawal of foreign corporation. (1) 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) A foreign corporation authorized to transact business in this…

180.1530 Grounds for revocation. (1) Except as provided in sub. (1m), the department may bring a proceeding under s. 180.1531 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 for…

180.1531 Procedure for and effect of revocation. (1) If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 180.0141 notice of the determination. Th…

180.1532 Appeal from revocation. (1) A foreign corporation may appeal the department’s revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation’s principal office or, if none in this state, its registered o…

180.1601 Corporate records. (1) A corporation shall keep as permanent records any of the following that has been prepared: (a) Minutes of meetings of its shareholders and board of directors. (b) Records of actions taken by the shareholders or board of directors without a meeting.…

180.1602 Inspection of records by shareholders. (1) In this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner’s behalf. (1m) Except as provided in sub. (4), a shareholder of a corporation may inspect…

180.1603 Scope of inspection right. (1) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder whom he or she represents. (2) Except as provided in ss. 180.0720 (4) and 180.1604 (2), the corporation may impose a reasonable charge, covering…

180.1604 Court-ordered inspection. (1) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any record described in s. 180.1602 (1m) or (2), the shareholder who complies with s. 180.1602 (1m) or (2), as applicable, may apply to the circuit co…

180.1620 Financial statements for shareholders. (1) Within 120 days after the close of each fiscal year, a corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriat…

180.1622 Annual report for department of financial institutions. (1) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the department an annual report that states all of the fol…

180.1701 Definition. In this subchapter, “shares of a preexisting class” means shares of a class for which shares were authorized before January 1, 1991, whether the shares were issued before, on or after January 1, 1991. History: 1989 a. 303.

180.1703 Application to domestic corporations. Except as provided in ss. 180.1705 to 180.1708, beginning on January 1, 1991, this chapter applies to all of the following: (1) Except as provided in sub. (2), any domestic corporation with capital stock, regardless of when it was or…

180.1704 Application to foreign corporations. Except as provided in s. 180.1708, this chapter applies to all foreign corporations transacting business in this state on or after January 1, 1991. The enactment of this chapter does not require a foreign corporation authorized to tra…

180.1705 Existing preemptive rights preserved. Section 180.0630 does not apply to shares of a preexisting class. Except to the extent limited or denied by this section or by the articles of incorporation, shareholders of shares of a preexisting class have a preemptive right to ac…

180.1706 Certain voting requirements preserved. (1) Except to the extent that the corporation’s articles of incorporation are amended to provide that the voting requirements of s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and (3) gov…

180.1707 Certain class voting rights preserved. (1) Sections 180.1004 and 180.11032 (4) do not apply to shares of a preexisting class if a corporation in existence on January 1, 1991 provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004 and 180…

180.1708 Applicability of various provisions. (1) FILING DUTY; APPEAL. Sections 180.0125 and 180.0126 apply to a document delivered to the department for filing on or after January 1, 1991. (2) DISTRIBUTIONS TO SHAREHOLDERS. Section 180.0640 applies to a distribution authorized b…

180.1801 Applicability. (1) Sections 180.1801 to 180.1837 apply to a corporation if its articles of incorporation state that the corporation is a close corporation under ss. 180.1801 to 180.1837. (2) Except as provided in sub. (3), if an election is made to be a statutory close c…

180.1803 Election. A corporation organized under this chapter and having 50 or fewer shareholders at the time of election may become a statutory close corporation by amending its articles of incorporation to include the statement required under s. 180.1801. The amendment shall be…

180.1805 Share transfer restrictions. No interest in shares of a statutory close corporation may be transferred without the written consent of all shareholders holding voting stock, unless the interest is transferred in any of the following circumstances: (1) As provided in s. 18…

180.1807 Transfer after corporation’s first refusal. (1) NOTICE OF 3RD-PARTY OFFER. A person desiring to transfer shares in a transaction without the consent described in s. 180.1805 (intro.) and that is not exempt under s. 180.1805 (2) to (8) shall obtain a written and signed of…

180.1809 Notice of statutory close corporation status. (1) (a) The following notice shall be noted conspicuously on each share certificate issued by a statutory close corporation: “The rights of shareholders in a statutory close corporation may differ materially from the rights o…

180.1811 Transfer of shares in breach of transfer restrictions. (1) An attempted transfer of shares in a statutory close corporation in violation of a transfer restriction that is binding on the transferee is ineffective. (2) An attempted transfer of shares in a statutory close c…

180.1813 Merger, interest exchange, and sale of assets. (1) (a) Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger or interest exchange that will terminate the status of the corporation as a statutory close corporation must be approved by the holders of at le…

180.1815 Termination of statutory close corporation status. (1) A statutory close corporation ceases to be subject to ss. 180.1801 to 180.1837 upon the effectiveness of articles of amendment deleting from its articles of incorporation the statement that it is a statutory close co…

180.1817 Effect of termination of statutory close corporation status. (1) The termination of statutory close corporation status does not affect the rights of any shareholder or the corporation under an agreement or the corporation’s articles of incorporation, except to the extent…

180.1819 Payment for shares. (1) A compromise or forgiveness of a note or other obligation to transfer money or other property to a statutory close corporation in payment for shares is valid only if approved by all of the shareholders of the corporation, unless the articles of in…

180.1821 Election not to have a board of directors. (1) A statutory close corporation may operate without a board of directors if the articles of incorporation contain a statement to that effect. All of the following apply while a statement under this subsection is effective: (a)…

180.1823 Agreements among shareholders. (1) The shareholders of a statutory close corporation may, by unanimous action, enter into one or more written agreements to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or …

180.1824 Irrevocable proxies. (1) A shareholder in a statutory close corporation may execute a proxy which is irrevocable for the period specified in the proxy when it is held by any of the following or a nominee of any of the following: (a) A pledgee of shares. (b) A person who …

180.1825 Bylaws. A statutory close corporation need not adopt bylaws if provisions required by law to be contained in corporate bylaws are contained in the articles of incorporation or in an agreement authorized under s. 180.1823. History: 1989 a. 303.

180.1827 Annual meeting. (1) Notwithstanding s. 180.0701 (1), the annual meeting date for a statutory close corporation is the first business day after May 31, unless the corporation’s articles of incorporation or bylaws or an agreement authorized under s. 180.1823 fixes a differ…

180.1829 Shareholder sale option at death. (1) OPT-IN OR MODIFY. (a) This section applies to a statutory close corporation only if so provided in the articles of incorporation. A modification of this section by the corporation is valid if it is stated in the articles of incorpora…

180.1831 Shareholder option to dissolve corporation. (1) The articles of incorporation of a statutory close corporation or a shareholders’ agreement under s. 180.1823 may grant to any shareholder, or to the holders of any specified number or percentage of shares of any class or s…

180.1833 Power of court to grant relief. 180.1833(1)(1) Grounds for relief. Subject to sub. (4) (b) and (c), a shareholder of record, the beneficial owner of shares held by a nominee or the holder of voting trust certificates of a statutory close corporation may petition the circ…

180.1834 Greater quorum or voting requirements. (1) The articles of incorporation of a statutory close corporation may impose a greater quorum or voting requirement for shareholders, or classes of shareholders, than is required by this chapter. (2) An action by shareholders to ad…

180.1835 Limited liability. The failure of a statutory close corporation to observe usual corporate formalities or requirements relating to the exercise of its corporate powers or the management of its business and affairs is not grounds for imposing personal liability on the sha…

180.1837 Officers; execution of documents. (1) A statutory close corporation may operate and conduct business with one or more officers. (2) If an individual holds more than one office in a statutory close corporation, the individual may execute, acknowledge or verify in more tha…

180.1901 Definitions. In ss. 180.1901 to 180.1921: (1) “Employee” means an individual who is hired by a service corporation and who is usually and ordinarily considered by custom, practice or law to be rendering professional or other personal services for which a license, certifi…

180.1903 Formation of service corporation. (1) Except as provided in sub. (1m), one or more natural persons licensed, certified, or registered pursuant to any provisions of the statutes, if all have the same license, certificate, or registration or if all are health care professi…

180.1905 Business corporation law applicable. (1) Other provisions of this chapter shall be applicable to service corporations, including their organization, and service corporations shall enjoy the powers and privileges and be subject to the duties, restrictions and liabilities …

180.1907 Corporate name. The service corporation may bear the last name of one or more persons formerly or currently associated with it. A service corporation may adopt a name which does not include the surname of any present or former shareholder. The corporate name shall end wi…

180.1909 Filing articles of incorporation. Before commencing operations, a service corporation shall deliver its articles of incorporation to the department for filing. History: 1989 a. 303; 1995 a. 27.

180.1911 Participants; conflict of interest. (1) Except as provided in ss. 180.1903 (1m) and 180.1913, each shareholder, director and officer of a service corporation must at all times be licensed, certified or registered by a state agency in the same field of endeavor or be a he…

180.1913 Alternative incorporation by one or 2 persons. (1) A service corporation which has only one shareholder need have only one director, who shall be the shareholder. The shareholder shall also serve as the president and treasurer of the service corporation. The other office…