Chapter 181, NONSTOCK CORPORATIONS

181.0103 Definitions. In this chapter: (1) “Articles of incorporation” includes amended and restated articles of incorporation and articles of domestication. (2) “Board” means the group of persons vested with the management of the affairs of the corporation, irrespective of the n…

181.0105 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 …

181.0107 Governing law. The law of this state governs all of the following: (1) The internal affairs of a corporation. (2) The liability of a member as member and a director as director for a debt, obligation, or other liability of a corporation. History: 2021 a. 258.

181.0121 Forms. (1) REQUIRED FORMS. (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. 181.1503. 2. A foreign corpora…

181.0127 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: 1997 a. 79. 181.0129 Penalty for false document. (1) SIGNING FALSE DOCUMENT. A …

181.0129 Penalty for false document. 181.0129(1)(1) Signing false document. 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 d…

181.0141 Notice. (1) APPLICABILITY. This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section. (2) WHEN NOTICE MUST BE WRITTEN. (a) A person shall give notice in writing, except as provided in …

181.0160 Judicial relief. 181.0160(1)(1) When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation’s principal office is located, or if a corporation’s principal office is not located in this state…

181.0162 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, …

181.0163 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 be brought solely and exclusively in the courts in th…

181.0201 Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing. History: 1997 a. 79.

181.0202 Articles of incorporation. (1) REQUIRED CONTENT. 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 for the corporation that satisfies s. 181.0401. (c…

181.0203 Incorporation. (1) WHEN CORPORATE EXISTENCE BEGINS. The corporate existence begins when the articles of incorporation become effective under s. 181.0209. (2) CONCLUSIVE PROOF OF INCORPORATION. The department’s filing of the articles of incorporation or articles of domest…

181.0205 Organization of corporation. (1) ORGANIZATIONAL MEETING REQUIRED. (a) 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…

181.0206 Bylaws. (1) INITIAL BYLAWS. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation. (2) SUBSEQUENT ADOPTION, AMENDMENT AND REPEAL. After the adoption of the initial bylaws under sub. (1), bylaws may be adopted either by th…

181.0207 Emergency bylaws. (1) DEFINITION. In this section, “emergency” means a catastrophic event that prevents a quorum of the corporation’s directors or members from being readily assembled. (2) ADOPTION OF EMERGENCY BYLAWS. Unless the articles of incorporation provide otherwi…

181.0208 Filing requirements. (1) Subject to sub. (1m), 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: (a) The filing of the record must be required or permitted by t…

181.0209 Effective date and time. (1) IN GENERAL. (a) Except as provided in sub. (2), 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 times on that date: 1. The time of day s…

181.0210 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 181.1103 (2m) and (3m), 181.1133 (2), 181.1163 (2), and 181.1173 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the dep…

181.0211 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies: (a) The record at the time of filing was inaccurate. (b) The record was defectively signed. (c) The ele…

181.0212 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial. (2) When the…

181.0213 Certificate of status. (1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or a foreign corporation. (2) A certificate of status shall include all of the following information: (a) The domestic corporation’s cor…

181.0214 Annual report for department. (1) A corporation or foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states all of the following: (a) The name of the corporation or foreign corporation. (b) …

181.0301 Purposes. (1) PERMITTED PURPOSES. A corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (2) EFFECT OF OTHER REGULATION. A corporation engaging in an ac…

181.0302 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 an individual to do all things necessary or convenient to carry out its affairs, including the pow…

181.0303 Emergency powers. (1) DEFINITION. In this section, “emergency” has the meaning given in s. 181.0207 (1). (2) POWERS. In anticipation of or during an emergency, the board or members of a corporation may do all of the following: (a) Modify lines of succession to accommodat…

181.0304 Effect of unauthorized corporate acts. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive…

181.0320 Private foundations. (1) PROHIBITED ACTS. A private foundation, as defined in section 509 (a) of the Internal Revenue Code, may not do any of the following: (a) Engage in any act of self-dealing, as defined in section 4941 (d) of the Internal Revenue Code, which would gi…

181.0330 Offer and sale of securities. A corporation or a foreign corporation may not offer or sell any of its securities in this state, unless the securities are registered under ch. 551 or unless the securities or the offer or sale of the securities is exempt from registration …

181.0401 Corporate name. (1) GENERAL REQUIREMENTS. (a) The corporate name of a corporation: 1. Must contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or a variation of these words or abbreviations, of like …

181.0402 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 …

181.0403 Registration of name. (1) BY FOREIGN CORPORATION. (a) A foreign corporation that has not filed a certificate of authority under s. 181.1503 may register its name, or a fictitious name adopted pursuant to s. 181.1506 (1), if the name is distinguishable upon the records of…

181.0501 Registered agent and registered office. (1m) Each corporation shall designate and continuously 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 conse…

181.0502 Change of registered agent or registered office. (1) A corporation may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following: (a) The name of th…

181.0503 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. (bm) That the…

181.0504 Service of process, notice, or demand. (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 …

181.0505 Change of name or address by registered agent. (1) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s office changes, the registered agent may change the name or e-mail address of the registered agent or street ad…

181.0506 Delivery of 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 i…

181.0507 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record …

181.0601 Admission. (1) CRITERIA AND PROCEDURES. The articles of incorporation or bylaws may establish criteria or procedures for admission of members. (2) CONSENT REQUIRED. A person may not be admitted as a member without the person’s consent. History: 1997 a. 79.

181.0602 Consideration and certificates. Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the …

181.0603 No requirement of members. A corporation is not required to have members. History: 1997 a. 79.

181.0610 Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or …

181.0611 Transfers. (1) WHEN AUTHORIZED. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership. (2) ADOPTION OF RESTRICTIONS. If transfer rights have been pro…

181.0612 Member’s liability to 3rd parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities or obligations of the corporation. History: 1997 a. 79.

181.0613 Member’s liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not,…

181.0614 Creditor’s action against member. (1) FINAL JUDGMENT REQUIRED. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corp…

181.0620 Termination, expulsion and suspension. (1) TERMINATION OF MEMBERSHIP. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation…

181.0622 Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a …

181.0640 Delegates. (1) ROLE OF DELEGATES. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members. (2) PERMISSIBLE PROVISIONS. The articles of incorporation or bylaws may include provisions relating to all …