Chapter 181, NONSTOCK CORPORATIONS

181.0850 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the corporation, may rely on information, opinions, reports or statements, any of which may be writ…

181.0853 Consideration of interests in addition to members’ interests. In discharging his or her duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, a director or officer may, in addition to considering the effects …

181.0855 Limited liability of directors and officers. (1) IN GENERAL. Except as provided in subs. (2) and (3), a director or officer is not liable to the corporation, its members or creditors, or any person asserting rights on behalf of the corporation, its members or creditors, …

181.0860 Statements of changes in directors or principal officers. (1) CHANGES IN DIRECTORS OR PRINCIPAL OFFICERS. 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…

181.0871 Definitions applicable to indemnification and insurance provisions. In ss. 181.0871 to 181.0889: (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…

181.0872 Mandatory indemnification. (1) IN GENERAL. 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 direc…

181.0873 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. 181.0872 (2) shall select…

181.0874 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: (…

181.0875 Corporation may limit indemnification. (1) METHODS OF LIMITING OBLIGATION. A corporation’s obligations to indemnify under s. 181.0872 may be limited as follows: (a) If the corporation is incorporated on or after June 13, 1987, by the articles of incorporation, including …

181.0877 Additional rights to indemnification and allowance of expenses. (1) ADDITIONAL RIGHTS TO INDEMNIFICATION. Except as provided in sub. (2), ss. 181.0872 and 181.0874 do not preclude any additional right to indemnification or allowance of expenses that a director or officer…

181.0879 Court-ordered indemnification. (1) APPLICATION TO COURT. 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 …

181.0881 Indemnification and allowance of expenses of employees and agents. A corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles of incorporation or bylaws, by general or specific…

181.0883 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 and incurred by the individual in his or her capacity as an employee, agent, direc…

181.0889 Indemnification and insurance against securities law claims. (1) IN GENERAL. 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 re…

181.1001 Authority to amend articles of incorporation. 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 in the…

181.1002 Amendment of articles of incorporation by directors. (1) CORPORATIONS WITH VOTING RIGHTS. Unless the articles of incorporation provide otherwise, a corporation’s board may adopt any of the following amendments to the corporation’s articles of incorporation, without the a…

181.1003 Amendment of articles of incorporation by directors and members. (1) IN GENERAL. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, an amendment to a corporation’s articles of incorporation to be adopted must be ap…

181.1004 Class voting by members on amendments to articles of incorporation. (1) WHEN CLASS ENTITLED TO VOTE. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment does any of the followin…

181.1005 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) NAME. The name of the corporation. (2) TEXT. The text of each amendment adopted…

181.1006 Restated articles of incorporation. (1) WHEN PERMITTED. A corporation’s board may restate its articles of incorporation at any time with or without approval by members or any other person. (2) AMENDMENTS MAY BE INCLUDED. The restatement may include amendments to the arti…

181.1007 Amendment of articles of incorporation pursuant to judicial reorganization. (1) WHEN AUTHORIZED. A corporation’s articles of incorporation may be amended without board approval or approval by the members or approval required under s. 181.1030 to carry out a plan of reorg…

181.1008 Effect of amendment and restatement of articles of incorporation. (1) RIGHTS AND PROCEEDINGS NOT AFFECTED. An amendment to a corporation’s articles of incorporation, including a restatement of its articles of incorporation under s. 181.1006 that includes an amendment to …

181.1020 Amendment of bylaws by directors. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation’s bylaws subject to any approval required under s. 181.1030. The c…

181.1021 Amendment of bylaws by directors and members. (1) BY BOARD. A corporation’s board 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 or any other provision of this cha…

181.1022 Class voting by members on amendments of bylaws. (1) WHEN CLASS ENTITLED TO VOTE. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment does any of the following: (a) Affects the rights, privileges,…

181.1030 Approval by 3rd persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of …

181.1100 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…

181.11001 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…

181.11002 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…

181.11003 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. 181.11004 Reference to external f…

181.11004 Reference to external facts. 181.1101 Merger authorized. 181.1102 Plan of merger. 181.1103 Approval of merger; amendment; abandonment.

181.1101 Merger authorized. (1) One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 181.1101 to 181.11055 and a plan of merger if the plan of merger is approved as provided in s. 181.1103 and if the merger is permitted u…

181.1102 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 …

181.1103 Approval of merger; amendment; abandonment. (1m) MANNER OF APPROVAL OF PLAN OF MERGER. (a) In general. Subject to s. 181.1180, a plan of merger must be approved in the manner provided by this subsection by each domestic corporation that is a constituent entity. (b) Domes…

181.11045 Filings required for merger; effective date. (1) After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of mer…

181.11055 Effect of merger. 181.1108 Bequests, devises, and gifts. 181.1131 Interest exchange authorized. 181.1132 Plan of interest exchange. 181.1133 Approval of interest exchange; amendment; abandonment. 181.1134 Filings required for interest exchange; effective date. 181.1135 …

181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent business entity and that takes effect or remains payable after the merger, inures to…

181.1131 Interest exchange authorized. (1) A domestic corporation may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under t…

181.1132 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 entity and the acquired entity, its name, type of entity, and governing law. (b) The terms and conditions of the interest excha…

181.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 181.1180, a plan of interest exchange must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 with respect to each domestic corporation acquired entity. (2)…

181.1134 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the depart…

181.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply: (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former in…

181.1150 Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 1…

181.1161 Conversion authorized. (1m) A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting ent…

181.1162 Plan of conversion. (1) A plan of conversion must be in a record and contain all of the following: (a) The name, type of entity, and governing law of the converting entity. (b) The name, type of entity, and governing law of the converted entity. (c) The terms and conditi…

181.1163 Approval of conversion; amendment; abandonment. (1) Subject to s. 181.1180, a plan of conversion must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion with respect to a co…

181.1164 Filings required for conversion; effective date. (1) After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion set…

181.1165 Effect of conversion. (1) When a conversion becomes effective, all of the following apply: (a) The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity i…

181.1171 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…

181.1172 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…