Chapter 181, NONSTOCK CORPORATIONS

181.1173 Approval of domestication; amendment; abandonment. (1) Subject to s. 181.1180, a plan of domestication 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 domestication with respec…

181.1174 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…

181.1175 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 …

181.1180 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. (1) This section shall apply with respect to a member in connection with a merger, interest exchange, conversion, or domestication of a domestic corporation if the member does not v…

181.1201 Sale of assets in regular course of activities and mortgage of assets. (1) ROLE OF BOARD. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following: (a) Sell, lease, exchange or otherwise dispose of all, or …

181.1202 Sale of assets other than in regular course of activities. (1) WHEN PERMITTED. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its acti…

181.1301 Prohibited distributions. Except as provided in s. 181.1302, a corporation may not make any distributions. History: 1997 a. 79. 181.1302 Authorized distributions. (1) PURCHASE OF A corporation may purchase its memberships if after the purchase is completed all of the fol…

181.1302 Authorized distributions. 181.1302(1)(1) Purchase of memberships. A corporation may purchase its memberships if after the purchase is completed all of the following conditions are met: 181.1302(1)(a)(a) The corporation would be able to pay its debts as they become due in…

181.1401 Dissolution by incorporators, directors, members and 3rd persons. (1) IN GENERAL. (a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approv…

181.1403 Articles of dissolution. (1) FILING REQUIREMENTS. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information: (a) The name of the corporation. …

181.1404 Revocation of dissolution. (1) WHEN PERMITTED. A corporation may revoke its dissolution within 120 days of its effective date. (2) HOW AUTHORIZED. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization …

181.1405 Effect of dissolution. 181.1405(1)(1) Powers of dissolved corporation. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including any of the following: 181.1405(1)…

181.1406 Known claims against dissolved corporation. (1) DEFINITION. In this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (2) DISPOSITION OF KNOWN CLAIMS. A dissolved corporation may dispo…

181.1407 Survival of remedies and claims. (1) COMMENCEMENT OF ACTIONS OR PROCEEDINGS. Except as provided in s. 181.1406 (4), the dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or members, for a…

181.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any of the following occurs: (1) NONPAYMENT. The corporation does not pay, within one year after they are due, any fees or penalt…

181.1421 Procedure for and effect of administrative dissolution. (1) NOTICE OF DETERMINATION. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department may give the corporation notice of the determination. The notic…

181.1422 Reinstatement following administrative dissolution. (1) APPLICATION FOR REINSTATEMENT. 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 …

181.1423 Appeal from denial of reinstatement. (1) NOTICE OF DENIAL. If the department denies a corporation’s application for reinstatement under s. 181.1422, the department shall serve the corporation under s. 181.0504 with a written notice that explains each reason for denial. (…

181.1430 Grounds for judicial dissolution. 181.1430(1)(1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following: 181.1430(1)(a)(a) The attorney general if any of the following is established: 181.1430(1)(a)1.1. That…

181.1431 Procedure for judicial dissolution. (1) WHO ARE PARTIES. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (2) POWERS OF COURT. A court in a proceeding brought to dissolve…

181.1432 Receivership or custodianship. (1) POWERS OF COURT. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a …

181.1433 Decree of dissolution. (1) ENTERING DECREE. If after a hearing the court determines that one or more grounds for judicial dissolution under s. 181.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the c…

181.1440 Deposit with secretary of revenue. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions…

181.1501 Authority to transact business required. (1) IN GENERAL. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department. (2) PERMITTED ACTIVITIES. The following activities, among others, do not constitute tra…

181.1502 Consequences of transacting business without authority. (1) COURT PROCEEDINGS BARRED. A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 181.1501, may not maintain a proceeding i…

181.1503 Application for certificate of authority. (1) FILING REQUIREMENTS. 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 be made on a form prescri…

181.1504 Amended certificate of authority. (1) WHEN REQUIRED. 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 o…

181.1505 Effect of certificate of authority. 181.1505(1)(1) Transaction of business. 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 as pro…

181.1506 Corporate name of foreign corporation. (1) FICTITIOUS NAME. 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 …

181.1507 Registered office and registered agent. (1m) Each foreign 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 foreign corporation that the…

181.1508 Change of registered agent or registered office of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for fili…

181.1509 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. (…

181.1510 Service of process, notice, or demand on foreign corporation. (1) A foreign 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 unde…

181.1520 Withdrawal of foreign corporation. 181.1520(1)(1) Certificate required. 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. 181.1520(2)(2) Application for c…

181.1530 Grounds for revocation. 181.1530(1)(1) Permissive revocation by department. Except as provided in sub. (1m), the department may bring a proceeding under s. 181.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this st…

181.1531 Procedure for and effect of revocation. (1) NOTICE OF PROCEEDING BY DEPARTMENT. If the department determines that one or more grounds exist under s. 181.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 181.…

181.1532 Appeal from revocation. (1) RIGHT TO APPEAL. A foreign corporation may appeal the department’s revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation’s principal office or, if none exists in this…

181.1601 Corporate records. 181.1601(1)(1) Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken…

181.1602 Inspection of records by members. (1) RECORDS AT PRINCIPAL OFFICE. Subject to s. 181.1603 (3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in s. 181.1601 (5) if …

181.1603 Scope of inspection rights. (1) AGENTS AND ATTORNEYS. A member’s agent or attorney has the same inspection and copying rights as the member who the agent or attorney represents. (2) COPIES. The right to copy records under s. 181.1602 includes, if reasonable, the right to…

181.1604 Court-ordered inspection. (1) RECORDS AT PRINCIPAL OFFICE. If a corporation does not allow a member who complies with s. 181.1602 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court for the county where the co…

181.1605 Limitations on use of membership list. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoin…

181.1620 Financial statements for members. (1) MEMBER MAY DEMAND. A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiar…

181.1621 Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or 181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advanc…

181.1701 Applicability of chapter. (1) DOMESTIC CORPORATIONS. (a) Except as provided in par. (b), this chapter applies to all corporations in existence on January 1, 1999, that were incorporated under or have elected to become subject to ch. 181, 1995 stats., and all corporations…

181.1703 Saving provisions. (1) EFFECT OF REPEAL. Except as provided in sub. (2), the repeal of a statute by this chapter does not affect any of the following: (a) The operation of the statute or any action taken under it before its repeal. (b) Any ratification, right, remedy, pr…