reglab/housing_qa huggingface dataset:
WI Stat § 180.0205 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0205 - Organization of corporation.

180.0205  Organization of corporation. (1) 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 the organization of the corporation by appointing officers and carrying on any other business brought before the meeting. (2) (a) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:1. Elect directors and complete the organization of the corporation.2. Elect directors who will complete the organization of the corporation.(b) Action required or permitted by this chapter by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (3) An organizational meeting may be held in or outside this state.History:  1989 a. 303.
WI Stat § 180.0206 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0206 - Bylaws.

180.0206  Bylaws. (1) The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.History:  1989 a. 303.
WI Stat § 180.0207 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0207 - Emergency bylaws.

180.0207  Emergency bylaws. (1) In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors from being readily assembled. (2) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws that are effective only in an emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including but not limited to the following:(a) Procedures for calling a meeting of the board of directors.(b) Quorum requirements for the meeting.(c) Designation of additional or substitute directors. (3) Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.History:  1989 a. 303.
WI Stat § 180.0301 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0301 - Purposes.

180.0301  Purposes. (1) A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles of incorporation. (2) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if not prohibited by, and subject to all limitations of, the other statute.History:  1989 a. 303.
WI Stat § 180.0303 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0303 - Emergency powers.

180.0303  Emergency powers. (1) In this section, “emergency" has the meaning given in s. 180.0207 (1). (2) In anticipation of or during an emergency, the board of directors of a corporation may do all of the following:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent.(b) Relocate the principal office or designate alternative principal offices or regional offices, or authorize the officers to do so. (3) Unless emergency bylaws adopted under s. 180.0207 provide otherwise, all of the following apply to a meeting of the board of directors during an emergency:(a) Notwithstanding s. 180.0822 (2), the corporation need give notice of the meeting only to those directors whom it is practicable to reach, and the corporation may give notice in any practicable manner, including by publication and radio.(b) Notwithstanding s. 180.0824 (1) and (2), one or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in anticipation of or during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.History:  1989 a. 303; 1991 a. 16.
WI Stat § 180.0304 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0304 - Lack of corporate power.

180.0304  Lack of corporate power. (1) Except as provided in sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged in any of the following proceedings:(a) In a proceeding by a shareholder against the corporation to enjoin the act.(b) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.(c) In a proceeding by the attorney general under s. 180.1430 (1). (3) In a shareholder's proceeding under sub. (2) (a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.History:  1989 a. 303.
WI Stat § 180.0402 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0402 - Reserved name.

180.0402  Reserved 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 or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. (2) A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.History:  1989 a. 303; 1993 a. 214; 1995 a. 27; 2001 a. 44.
WI Stat § 180.0501 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0501 - Registered office and registered agent.

180.0501  Registered office and registered agent. Each corporation shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following: (1) A natural person who resides in this state and whose business office is identical with the registered office. (2) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office. (3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state whose business office is identical with the registered office.History:  1989 a. 303; 1993 a. 112; 1997 a. 79; 2001 a. 44; 2015 a. 295.
WI Stat § 180.0502 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0502 - Change of registered office or registered agent.

180.0502  Change of registered office or registered agent. (1) A corporation may change its registered office or registered agent, or both, by doing any of the following:(a) Delivering to the department for filing a statement of change.(b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of incorporation, in a restatement of its articles of incorporation or in articles of merger.(c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department. (2) Except as provided in sub. (3), a statement of change shall include all of the following information:(a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.(d) The name of its registered agent, as changed.(e) The street address of its registered agent, as changed.(f) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (3) If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement that complies with sub. (2) and recites that the corporation has been notified of the change.History:  1989 a. 303; 1991 a. 269; 1995 a. 27; 2005 a. 476.
WI Stat § 180.0503 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0503 - Resignation of registered agent.

180.0503  Resignation of registered agent. (1) The registered agent of a corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:(a) The name of the corporation for which the registered agent is acting.(b) The name of the registered agent.(c) The street address of the corporation's current registered office and its principal office.(d) A statement that the registered agent resigns.(e) If applicable, a statement that the registered office is also discontinued. (2) After filing the statement, the department shall mail a copy to the corporation at its principal office. (3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:(a) Sixty days after the department receives the statement of resignation for filing.(b) The date on which the appointment of a successor registered agent is effective.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.0504 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0504 - Service on corporation.

180.0504  Service on corporation. (1) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. (2) Except as provided in sub. (3), if a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the corporation at its principal office. Service is perfected under this subsection at the earliest of the following:(a) The date on which the corporation receives the mail.(b) The date shown on the return receipt, if signed on behalf of the corporation.(c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed. (3) Except as provided in s. 180.1421 (2m) (b), if the address of the corporation's principal office cannot be determined from the records held by the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located. (4) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a corporation in any other manner permitted by law.History:  1989 a. 303; 1995 a. 27; 2011 a. 234.Cross-reference:  See also s. 801.11 (5).
WI Stat § 180.0603 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0603 - Issued and outstanding shares.

180.0603  Issued and outstanding shares. (1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. If an investment company has authorized an indefinite number of shares, there is no limit on the number of shares that the investment company may issue. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled. (2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of sub. (3) and to s. 180.0640. (3) At all times that shares of the corporation are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares, which may be the same share or shares as those with unlimited voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.History:  1989 a. 303; 1995 a. 271.
WI Stat § 180.0604 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0604 - Fractional shares.

180.0604  Fractional shares. (1) A corporation may do any of the following:(a) Issue fractions of a share or pay in money the value of fractions of a share.(b) Arrange for disposition of fractional shares by the shareholders.(c) Issue scrip in registered or bearer form entitling the holder to receive a full share on the surrender of enough scrip to equal a full share. (2) A certificate representing scrip shall be conspicuously labeled “scrip" and shall contain the terms of exchange of scrip for a full share and the information required by s. 180.0625 (1), except that it may state that it is issued to bearer. (3) The holder of a fractional share may exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to the rights described in this subsection unless the scrip provides for them. (4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including but not limited to any of the following:(a) That the scrip will become void if not exchanged for full shares before a specified date.(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.History:  1989 a. 303.
WI Stat § 180.0620 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0620 - Subscription for shares.

180.0620  Subscription for shares. (1) (a) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.(b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the department constitutes acceptance by the corporation of all existing subscriptions to its shares. (2) The board of directors may determine the payment terms of subscriptions for shares that are entered into before incorporation, unless the subscription agreement specifies the payment terms. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (3) Shares issued under subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber. (5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to s. 180.0621.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.0621 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0621 - Issuance of shares.

180.0621  Issuance of shares. (1) The powers granted in subs. (2) to (5) to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. (3) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The board of directors' determination is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. (4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued for that consideration are fully paid and nonassessable. (5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received or the note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.History:  1989 a. 303.
WI Stat § 180.0622 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0622 - Liability of shareholders, transferees and others.

180.0622  Liability of shareholders, transferees and others. (1) A purchaser from a corporation of the corporation's shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or the consideration specified in the subscription agreement entered into before incorporation. (2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation, except for a shareholder in a corporation defined under s. 71.365 (7), and only to the extent provided for under s. 73.0306, and except that a shareholder may become personally liable by his or her acts or conduct other than as a shareholder. (3) A person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares or specified in the subscription agreement entered into before incorporation has not been paid is not personally liable for any unpaid portion of the consideration. (4) (a) In this subsection, “fiduciary" means a personal representative, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver.(b) A fiduciary is not personally liable as a holder of or subscriber to shares of a corporation, but the estate and funds in the fiduciary's hands are so liable. A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.History:  1989 a. 303; 2001 a. 102; 2005 a. 474; 2017 a. 58.Personal Liability for Corporate Debt. Kelley. Wis. Law. Oct. 1994.
WI Stat § 180.0623 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0623 - Share dividends.

180.0623  Share dividends. (1) In this section, “share dividend" means shares issued proportionally and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. (2) Except as provided in sub. (3) and unless the articles of incorporation provide otherwise, a corporation may issue share dividends. (3) (a) A corporation may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless any of the following is satisfied:1. The articles of incorporation authorize the issuance.2. A majority of the votes entitled to be cast by the class or series to be issued approve the issuance.3. There are no outstanding shares of the class or series to be issued, as determined under par. (b).(b) If a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued for purposes of making the determination under par. (a) 3. (4) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend.History:  1989 a. 303.
WI Stat § 180.0624 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0624 - Share rights, options and warrants.

180.0624  Share rights, options and warrants. Unless the articles of incorporation provide otherwise before the issuance of the rights, options or warrants, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. The rights, options or warrants may contain provisions that adjust the rights, options or warrants in the event of an acquisition of shares or a reorganization, merger, share exchange, sale of assets or other occurrence. Subject to the articles of incorporation, the board of directors shall determine the terms on which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued. Notwithstanding s. 180.0601 (1) and any other provision of this chapter, and unless otherwise provided in the articles of incorporation before issuance of the rights, options or warrants, a corporation may before, on or after April 30, 1972, issue rights, options or warrants that include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights, options or warrants.History:  1989 a. 303.