reglab/housing_qa huggingface dataset:
WI Stat § 180.1815 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1815 - Termination of statutory close corporation status.

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 corporation. If the corporation has elected under s. 180.1821 not to have a board of directors, the amendment shall also delete the statement in the articles of incorporation to that effect and shall specify the number, names and addresses of its directors. (2) An amendment under sub. (1) must be approved by the holders of 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 amendments. (3) If the amendment to terminate the corporation's status as a statutory close corporation 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 § 180.1817 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1817 - Effect of termination of statutory close corporation status.

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 that the agreement or the articles of incorporation are invalid under this chapter. (2) The corporation shall adopt bylaws if it has no bylaws on termination of statutory close corporation status.History:  1989 a. 303.
WI Stat § 180.1819 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1819 - Payment for shares.

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 incorporation or a final judgment in a proceeding brought to enforce the obligation provides otherwise. (2) In the absence of fraud, the judgment of the persons responsible for the issuance of shares as to the value of the consideration received for shares is conclusive.History:  1989 a. 303.
WI Stat § 180.1821 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1821 - Election not to have a board of directors.

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) All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the shareholders of the corporation, and all powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed by the shareholders.(b) Liability that would otherwise be imposed on the directors may not be imposed on a shareholder by virtue of any act or failure to act unless the shareholder was entitled to vote on the action.(c) A requirement that an instrument filed with a governmental agency contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was duly approved by the shareholders.(d) The shareholders may appoint, by resolution, one or more shareholders to sign documents as “Designated Directors".(e) Except as provided in the articles of incorporation:1. An action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders.2. An action requiring a vote of a majority or greater percentage of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action. (2) (a) An amendment to the articles of incorporation to operate without a board of directors must be approved by the holders of all of the shares of the statutory close corporation whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or if none, by all of the incorporators.(b) An amendment to the articles of incorporation to delete the election 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 amendments.History:  1989 a. 303.
WI Stat § 180.1823 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1823 - Agreements among shareholders.

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 the relations among the shareholders of the corporation. Except as otherwise provided in an agreement authorized by this section, the terms of the agreement are binding on all successors in interest. (2) An agreement authorized by this section is valid and enforceable according to its terms even if the agreement does any of the following:(a) Eliminates the board of directors, if sub. (4) is satisfied.(b) Restricts the discretion or powers of the board of directors or authorizes director proxies or weighted voting rights.(c) Has the effect of treating the statutory close corporation as a partnership.(d) Creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners. (3) If the statutory close corporation has a board of directors, an agreement authorized by this section that restricts the discretion or powers of the directors relieves the directors of, and imposes upon each person in whom the directors' discretion or powers are vested, the liability for acts or omissions imposed by law upon directors, unless the agreement provides otherwise. (4) An election not to have a board of directors in an agreement authorized by this section is not valid unless the articles of incorporation contain a statement to that effect adopted under s. 180.1821. (5) A shareholder agreement authorized by this section may not be amended except by the unanimous written consent of the shareholders, unless otherwise provided in the agreement. (6) Any action permitted by this section to be taken by shareholders may be taken by the subscribers for shares of the statutory close corporation if no shares have been issued at the time of the agreement authorized by this section. (7) This section does not prohibit any other agreement among 2 or more shareholders.History:  1989 a. 303.
WI Stat § 180.1824 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1824 - Irrevocable proxies.

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 has purchased or agreed to purchase or holds an option to purchase the shares or a person who has sold a portion of the person's shares in the corporation to the maker of the proxy.(c) A creditor of the corporation or the shareholder who extended or continued credit to the corporation or the shareholder in consideration of the proxy if the proxy states that it was given in consideration of the extension or continuation of credit and the name of the person extending or continuing credit.(d) A person who has contracted to perform services as an employee of the corporation, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee and the period of employment contracted for.(e) A person, including an arbitrator, designated by or under a shareholders' agreement authorized by s. 180.1823. (2) Regardless of the period of irrevocability specified in a proxy executed under sub. (1), the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the seller no longer owns any shares of the corporation or dies, the debt of the corporation or the shareholder is paid, the period of employment provided for in the contract of employment has terminated or the shareholders' agreement has terminated. (3) In addition to sub. (1), a proxy given to secure the performance of a duty or to protect a title, either legal or equitable, may be irrevocable until the happening of events which, under the terms of the proxy agreement, discharge the obligations secured by it. (4) A proxy may be revoked, regardless of a provision making it irrevocable, by a purchaser of shares without actual knowledge of the existence of the provision, unless the existence of the proxy and its irrevocability appears on the certificate representing the shares.History:  1989 a. 303.
WI Stat § 180.1825 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1825 - Bylaws.

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.
WI Stat § 180.1827 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1827 - Annual meeting.

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 different date. (2) Notwithstanding s. 180.0701 (1), except as otherwise provided in the articles of incorporation, a statutory close corporation need not hold an annual meeting unless a written request is delivered to the corporation by a shareholder at least 30 days before the meeting date determined under sub. (1).History:  1989 a. 303.
WI Stat § 180.1831 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1831 - Shareholder option to dissolve corporation.

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 series, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. The shareholders exercising the option shall give written notice of the intent to dissolve to all other shareholders. Any notice given under this subsection shall comply with s. 180.0141. Upon the expiration of 30 days after the effective date of the notice, the corporation shall do all of the following:(a) File articles of dissolution that satisfy s. 180.1403 except the statement under s. 180.1403 (1) (c) shall specify that dissolution was authorized in accordance with this section.(b) Begin to wind up and liquidate its business and affairs under ss. 180.1405 to 180.1407. (2) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to include, modify or delete a provision authorized by sub. (1) must be approved by the holders of all of the outstanding shares, whether or not the holders are otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or, if none, by all of the incorporators.History:  1989 a. 303.
WI Stat § 180.1834 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1834 - Greater quorum or voting requirements.

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 adopt an amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote required to take action under the largest of the greater quorum or voting requirements then in effect or proposed to be added, changed or deleted. (3) Section 180.0727 does not apply to a statutory close corporation.History:  1989 a. 303.
WI Stat § 180.1835 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1835 - Limited liability.

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 shareholders for obligations of the corporation.History:  1989 a. 303.
WI Stat § 180.1837 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1837 - Officers; execution of documents.

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 than one capacity any instrument required to be executed, acknowledged or verified by the holders of 2 or more offices.History:  1989 a. 303.
WI Stat § 180.1901 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1901 - Definitions.

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, certificate, registration or other legal authorization is required. “Employee" does not include any of the following:(a) An individual who is hired by a service corporation and who provides services as an administrator, technician, clerk or bookkeeper.(b) An individual who performs all of his or her employment for a service corporation under the direct supervision and control of a licensed, registered or certified officer or employee of the service corporation. (1m) “Health care professional" means an individual who is licensed, registered or certified by any of the following:(ag) The massage therapy and bodywork therapy affiliated credentialing board under ch. 460. (am) Chiropractic examining board under ch. 446.(ar) Board of nursing under ch. 441.(at) Dentistry examining board under ch. 447.(b) Medical examining board under subch. II of ch. 448.(bg) Physical therapy examining board under subch. III of ch. 448. (bk) Podiatry affiliated credentialing board under subch. IV of ch. 448. (br) Dietitians affiliated credentialing board under subch. V of ch. 448.(bs) Athletic trainers affiliated credentialing board under subch. VI of ch. 448.(bu) Occupational therapists affiliated credentialing board under subch. VII of ch. 448.(c) Optometry examining board under ch. 449.(d) Pharmacy examining board under ch. 450.(e) Psychology examining board under ch. 455.(f) Marriage and family therapy, professional counseling, and social work examining board under ch. 457.(g) Hearing and speech examining board under subch. II of ch. 459. (2) “Service corporation" means a corporation organized under ss. 180.1903 to 180.1921.History:  1989 a. 303; 1993 a. 473; 1995 a. 167; 1997 a. 75, 156, 175; 1999 a. 9, 32, 180; 2001 a. 74, 80; 2003 a. 41; 2009 a. 113, 149, 355.
WI Stat § 180.1903 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1903 - Formation of service corporation.

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 professionals, may organize and own shares in a service corporation. A service corporation may own, operate, and maintain an establishment and otherwise serve the convenience of its shareholders in carrying on the particular profession, calling, or trade for which the licensure, certification, or registration of its organizers is required. (1m) A service corporation for carrying on the profession of certified public accounting may be organized under sub. (1) if more than 50 percent of the shareholders are certified public accountants. (2) Professional or other personal services, consultation or advice in any form may be rendered only by directors, officers, agents or employees of the service corporation who are licensed, certified or registered pursuant to statute in the field of endeavor designated in the articles of incorporation of the service corporation. (3) Liability may not accrue to a service corporation or its shareholders solely as a result of a decision to organize under sub. (1) or solely as a result of a decision to include or exclude a category of health care professionals as eligible to become shareholders of the service corporation. (4) Each health care professional, other than a physician or nurse anesthetist, who is a shareholder of a service corporation and who has the authority to provide health care services that are not under the direction and supervision of a physician or nurse anesthetist shall carry malpractice insurance that provides coverage of not less than the amounts established under s. 655.23 (4).History:  1989 a. 303; 1993 a. 473; 2001 a. 16.
WI Stat § 180.1905 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1905 - Business corporation law applicable.

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 of other stock corporations, except as provided in ss. 180.1901 to 180.1921. A service corporation may not engage in any business other than that for which it was specifically organized and for which its charter was granted. (2) Sections 180.1901 to 180.1921 control in the event of conflicts with any other provision of this chapter.History:  1989 a. 303.
WI Stat § 180.1907 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1907 - Corporate name.

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 with the word “chartered" or “limited", or the words “service corporation", or the abbreviation “ltd." or “S.C.". A service corporation in existence on January 1, 1991, need not change its name to comply with this section.History:  1989 a. 303; 1991 a. 16, 173.
WI Stat § 180.1909 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1909 - Filing articles of incorporation.

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.
WI Stat § 180.1911 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1911 - Participants; conflict of interest.

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 health care professional. An individual who is not so licensed, certified or registered may not have any part in the ownership or control of the service corporation, except that the nonparticipant spouse of a married individual has the rights of ownership provided under ch. 766. A proxy to vote any shares of the service corporation may not be given to a person who is not so licensed, certified or registered. (2) If any shareholder, director, officer or employee of a service corporation becomes legally disqualified to render professional or other personal services, consultation or advice within this state for which he or she was licensed, certified or registered, or accepts employment or is elected to a public office which by law places restrictions or limitations upon his or her rendering of the services for which he or she was licensed, certified or registered, he or she shall immediately sever all employment with, and financial interest in, the service corporation. A service corporation's failure to require prompt compliance with this subsection is a ground for the suspension or forfeiture of its franchise.History:  1989 a. 303; 1993 a. 473; 2005 a. 215.
WI Stat § 180.1913 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1913 - Alternative incorporation by one or 2 persons.

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 officers of a service corporation described in this subsection need not be licensed, certified or registered in the same field of endeavor as the president. (2) A service corporation which has only 2 shareholders need have only 2 directors, who shall be the shareholders. The 2 shareholders shall fill all of the general offices of the service corporation between them.History:  1989 a. 303.