reglab/housing_qa huggingface dataset:
WI Stat § 180.1530 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1530 - Grounds for revocation.

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 foreign corporation fails to file its annual report with the department within 4 months after it is due.(b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.(c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.(d) The foreign corporation does not inform the department under s. 180.1508 or 180.1509 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued, within 6 months of the change, resignation or discontinuance.(e) The foreign corporation obtained its certificate of authority through fraud.(f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.(g) The foreign corporation violates s. 940.302 (2) or 948.051 (2). (1m) If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall revoke the foreign corporation's certificate of authority under s. 180.1531 (2) (b). (2) A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign corporation's certificate of authority under s. 180.1531 (2) (b).History:  1989 a. 303, 359; 1993 a. 35, 214; 1995 a. 27; 2001 a. 44; 2007 a. 116.
WI Stat § 180.1532 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1532 - Appeal from revocation.

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 office is located, within 30 days after the notice of revocation takes effect under s. 180.0141 (5) (a). The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's notice of revocation. (2) The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate. (3) The court's final decision may be appealed as in other civil proceedings.History:  1989 a. 303; 1995 a. 27; 2001 a. 44.
WI Stat § 180.1601 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1601 - Corporate records.

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.(c) Records of actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder. (4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.History:  1989 a. 303.
WI Stat § 180.1603 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1603 - Scope of inspection right.

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 the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (3) Instead of allowing a shareholder to inspect and copy its record of shareholders under s. 180.1602 (2) (a) 3., the corporation may provide the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.History:  1989 a. 303.
WI Stat § 180.1604 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1604 - Court-ordered inspection.

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 (1) or (2) [s. 180.1602 (1m) or (2)], the shareholder who complies with s. 180.1602 (1m) or (2), as applicable, may apply to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded.NOTE:  The correct cross-reference is shown in brackets. Section 180.1602 (1) was renumbered to s. 180.1602 (1m) by 1995 Wis. Act 400. Corrective legislation is pending. (2) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs and expenses, including reasonable attorney fees, notwithstanding s. 814.04 (1), incurred to obtain the order, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. The order shall also specify whether the corporation may impose a charge under s. 180.1603 (2) for copying the records demanded. (3) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder. (4) Notwithstanding sub. (1) and s. 180.1602 (2), the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may, in the proper exercise of its discretion, order the corporation to permit a shareholder of the corporation to inspect and copy any of the records described in s. 180.1602 (2) (a) 1. to 3., irrespective of the period of time during which the shareholder has been a shareholder or the number of shares that he or she owns, if the shareholder proves in a proceeding by the shareholder that he or she satisfies s. 180.1602 (2) (b) 3., 4. and 5.History:  1989 a. 303; 1995 a. 400.
WI Stat § 180.1620 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1620 - Financial statements for shareholders.

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 appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. (2) On written request from any shareholder, the corporation shall mail him or her the latest financial statements.History:  1989 a. 303.
WI Stat § 180.1701 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1701 - Definition.

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.
WI Stat § 180.1703 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1703 - Application to domestic corporations.

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 organized and whether for profit or not, but a domestic corporation organized under provisions other than those in this chapter and corresponding prior general corporation laws is subject to this chapter only to the extent that it is not inconsistent with those provisions. (2) Any domestic corporation with capital stock but not organized for profit that was organized before July 1, 1953, under the general corporation laws or any special statute or law of this state and that has not elected to be subject to ch. 181, only to the extent that the provisions of this chapter are not inconsistent with the articles of incorporation or form of organization of the domestic corporation or with any provisions elsewhere in the statutes or under any special law relating to the domestic corporation.History:  1989 a. 303.
WI Stat § 180.1704 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1704 - Application to foreign corporations.

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 transact business in this state on January 1, 1991, to obtain a new certificate of authority under subch. XV.History:  1989 a. 303.As evidenced by the enactment of this section, the state has an interest in having its laws applied to corporations, and their officers and directors, transacting business within the state. Beloit Liquidating Trust v. Grade, 2004 WI 39, 270 Wis. 2d 356, 677 N.W.2d 298, 02-2035.
WI Stat § 180.1705 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1705 - Existing preemptive rights preserved.

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 acquire unissued shares or securities convertible into unissued shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation, all of the following apply to shareholders of shares of a preexisting class: (1) No preemptive rights exist to acquire any of the following:(a) Any shares issued to directors, officers or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or when authorized by and consistent with a plan approved by such a vote of shareholders.(b) Any shares, convertible securities or rights issued for a consideration other than cash.(c) Treasury shares. (2) Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right. (3) Holders of shares of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock. (4) Holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power. (5) The preemptive right is only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.History:  1989 a. 303; 1991 a. 16.
WI Stat § 180.1706 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1706 - Certain voting requirements preserved.

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), 180.1103 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and (3) govern the shareholder vote required on a proposal concerning a subject covered by s. 180.1003 (3), 180.1103 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) if the corporation was organized before January 1, 1973, and has not expressly elected, before January 1, 1991, majority or greater affirmative voting requirements under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal. (2) Except as provided in sub. (3), in lieu of the vote required by s. 180.1003 (3), 180.1103 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2), whichever is applicable to the subject matter of a proposal, a proposal described in sub. (1) must be approved as follows:(a) By the affirmative vote of the holders of two-thirds of the shares entitled to vote on the proposal, unless par. (b) applies.(b) If any class or series of shares is entitled to vote on the proposal as a class, by the affirmative vote of all of the following:1. The holders of two-thirds of the shares of each class of shares and of each series entitled to vote as a class.2. The holders of two-thirds of the total shares entitled to vote on the proposal. (3) Whenever, with respect to a proposal described in sub. (1), the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series of shares, than is required by sub. (2), the provisions of the articles of incorporation shall control. (4) If a corporation has a bylaw in effect on December 31, 1990, that establishes a greater shareholder voting requirement than one required under this chapter, that voting requirement applies until the bylaw is amended or repealed.History:  1989 a. 303; 1991 a. 16, 173.
WI Stat § 180.1801 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1801 - Applicability.

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 corporation, ss. 180.1801 to 180.1837 control in the event of conflict with other sections of this chapter. (3) If a service corporation organized under ss. 180.1901 to 180.1921 elects to be a statutory close corporation, ss. 180.1901 to 180.1921 control in the event of conflict with ss. 180.1801 to 180.1837.History:  1989 a. 303.The enactment of the statutory close corporation statutes did not preempt existing common law rights, and those statutes do not provide exclusive remedies for close corporations. Jorgensen v. Water Works, Inc., 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), 97-1729.Fiduciary Duties in the Wisconsin Close Corporation: Time to Set the Law Straight. McNamara. 100 MLR 1445 (2017).
WI Stat § 180.1803 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1803 - Election.

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 approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is approved, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.History:  1989 a. 303.
WI Stat § 180.1805 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1805 - Share transfer restrictions.

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. 180.1807. (2) To the corporation or to any other holder of the same class or series of shares. (3) To members of the shareholder's immediate family, or to a trust, all of whose beneficiaries are members of the holder's immediate family. In this subsection, “shareholder's immediate family" means the shareholder's spouse, parents, lineal descendants, including any adopted children and stepchildren, and the spouse of any lineal descendants, and brothers and sisters. (4) To a personal representative on the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution or similar proceeding brought by or against a shareholder. (5) By merger or share exchange that becomes effective under ss. 180.1101 to 180.1106 or a share exchange of existing shares for other shares of a different class or series in the corporation. (6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor. (7) After termination of the corporation's status as a statutory close corporation. (8) As otherwise provided in the corporation's articles of incorporation or in an agreement among shareholders under s. 180.1823.History:  1989 a. 303; 1991 a. 16; 2003 a. 321.
WI Stat § 180.1809 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1809 - Notice of statutory close corporation status.

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 of shareholders in other corporations. Copies of the articles of incorporation, the bylaws, if any, and shareholders' agreements or other documents, which may restrict transfers and affect voting and other rights, may be obtained without charge by a shareholder on written request to the corporation."(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall deliver to the shareholders a written notice containing the information required by par. (a). The notice shall comply with s. 180.0141.(c) Written notice given under this subsection satisfies the notice requirement under s. 180.0627 (3). (2) A person claiming an interest in shares of a statutory close corporation that has given the written notice required by sub. (1) is bound by the documents referred to in the notice. A person claiming an interest in shares of a corporation that has not given the written notice required by sub. (1) is bound by any documents of which he or she, or any person through whom he or she claims, has knowledge or notice.History:  1989 a. 303.
WI Stat § 180.1811 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1811 - Transfer of shares in breach of transfer restrictions.

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 corporation in violation of a transfer restriction that is not binding on the transferee, either because the corporation fails to give written notice under s. 180.1809 or because a court orders that the restriction prohibiting the transfer is unenforceable, gives the corporation the option to purchase the shares from the transferee for the same price paid and terms agreed to by the transferee. To exercise the option, the corporation shall give the transferee written notice that complies with s. 180.0141 and shall make payment within 75 days after the shares are presented for registration in the transferee's name.History:  1989 a. 303.
WI Stat § 180.1813 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1813 - Merger, share exchange and sale of assets.

180.1813  Merger, share exchange and sale of assets. (1) (a) Notwithstanding ss. 180.1103 (3) to (5) and 180.1104, a plan of merger or share exchange that will terminate the status of the corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.(b) Notwithstanding ss. 180.1103 (3) to (5) and 180.1104, a plan of merger under which the surviving corporation will become a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.(c) Notwithstanding s. 180.1103 (3) and (4), if under a plan of share exchange the corporation whose shares will be acquired in the share exchange will become a statutory close corporation, the share exchange must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation whose shares will be acquired, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.(d) If a plan of merger or share exchange is approved, a shareholder who did not vote in favor of the plan is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331. (2) (a) Notwithstanding s. 180.1202 (3), a sale, lease, exchange or other disposition of all, or substantially all, of the property and assets, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of its business, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.(b) A shareholder who did not vote in favor of a disposition under this subsection is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.History:  1989 a. 303.