reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1002 - Amendment of articles of incorporation by board of directors.

180.1002
Amendment of articles of incorporation by board of directors.
Unless the articles of incorporation provide otherwise, the corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:
(1)
To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(2)
To delete the names and addresses of the initial directors.
(3)
To delete the names and addresses of the incorporators.
(4)
To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the department.
(5)
To change the registered agent or the registered office.
(6)
To change each share, whether issued or unissued, of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding or the aggregate preferences and relative rights of that class are not increased to the prejudice of the outstanding shares of any other class.
(7)
To change the corporate name by substituting the word “corporation", “incorporated", “company" or “limited" or the abbreviation “corp.", “inc.", “co." or “ltd.", or words or abbreviations of similar meaning in another language, for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name.
(7m)
In the case of an investment company, to change the corporate name, if the investment company notifies shareholders of the change in corporate name not less than 30 days before the effective date of the change.
(8)
If the articles of incorporation so provide, to make a change permitted by s. 180.0602.
(8m)
In the case of an investment company, to declare an indefinite number of authorized shares.
(8n)
In the case of a company that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1 to 80a-64, to state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1 to 80a-64.
(9)
To make any other change expressly permitted by this chapter to be made without shareholder action.
History:  1989 a. 303; 1995 a. 27, 271.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1003 - Amendment of articles of incorporation by board of directors and shareholders.

180.1003
Amendment of articles of incorporation by board of directors and shareholders.
(1)
(a)
The corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to shareholders.
(b)
The board of directors may condition its submission of the proposed amendment on any basis.
(2)
(a)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s. 180.0705, except as provided in par. (b).
(b)
The notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.
(3)
Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the amendment is adopted if approved by all of the following:
(a)
A majority of the votes entitled to be cast on the amendment by each voting group with respect to which the amendment would create dissenters' rights under s. 180.1302.
(b)
The votes required by ss. 180.0725 and 180.0726 by every other voting group entitled to vote on the amendment.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1005 - Amendment before issuance of shares.

180.1005
Amendment before issuance of shares.
If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. Unless the amendment has been approved by the affirmative vote or the written consent of not less than two-thirds of the shares subscribed for, any subscriber or shareholder who has not voted in favor of or consented to the amendment is released from his or her subscription and is entitled to repayment of any consideration paid for his or her shares upon application to the corporation within 10 days after notice, under s. 180.0141, of the amendment.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1006 - Articles of amendment.

180.1006
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)
The name of the corporation.
(2)
The text of each amendment adopted.
(3)
If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.
(4)
The date on which each amendment was adopted.
(5)
A statement that the amendment was adopted in accordance with s. 180.1002, 180.1003 or 180.1005, whichever is the case.
History:  1989 a. 303; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1007 - Restated articles of incorporation.

180.1007
Restated articles of incorporation.
(1)
A corporation's board of directors or, if the corporation has not yet issued shares, the incorporators may restate the articles of incorporation at any time and without shareholder approval, unless shareholder approval is required under sub. (3).
(2)
The restatement shall consist of the articles of incorporation as amended to date and shall contain a statement that they supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.
(3)
(a)
In addition to the contents described in sub. (2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under s. 180.1002, under ss. 180.1003 and 180.1004 or under s. 180.1005, whichever is applicable, except as provided in par. (b).
(b)
Notwithstanding s. 180.1003 (2) (b), if shareholder approval is required, the notice under s. 180.1003 (2) (a) of the proposed shareholders' meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change that it would make in the articles of incorporation.
(4)
A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:
(a)
A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval and, if it does not, that the board of directors or the incorporators adopted the restatement.
(b)
If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by s. 180.1006 (1) to (5).
(5)
The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted and all amendments to the original and any restated articles of incorporation.
History:  1989 a. 303; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1008 - Amendment pursuant to reorganization.

180.1008
Amendment pursuant to reorganization.
(1)
Except as provided in sub. (4), a corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court having jurisdiction under federal statute.
(2)
The persons designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:
(a)
The name of the corporation.
(b)
The text of each amendment approved by the court.
(c)
The date of the court's order or decree approving the articles of amendment.
(d)
The title of the reorganization proceeding in which the order or decree was entered.
(e)
A statement that the court had jurisdiction of the proceeding under federal statute.
(3)
Notwithstanding s. 180.1302, shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(4)
This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
History:  1989 a. 303; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1009 - Effect of amendment.

180.1009
Effect of amendment.
(1)
An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:
(a)
A cause of action existing against or in favor of the corporation.
(b)
A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.
(c)
The existing rights of persons other than shareholders of the corporation.
(2)
An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1020 - Amendment of bylaws by board of directors or shareholders.

180.1020
Amendment of bylaws by board of directors or shareholders.
(1)
A corporation's board of directors 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, s. 180.1021 (2) or 180.1022 (1) (a) or any other provision of this chapter reserve that power exclusively to the shareholders.
(b)
The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.
(2)
A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation's bylaws or adopt new bylaws.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1021 - Bylaw fixing quorum or voting requirements for shareholders.

180.1021
Bylaw fixing quorum or voting requirements for shareholders.
(1)
If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
(2)
A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under sub. (1) may not be adopted, amended or repealed by the board of directors.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1022 - Bylaw fixing quorum or voting requirements for directors.

180.1022
Bylaw fixing quorum or voting requirements for directors.
(1)
A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:
(a)
If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under sub. (2).
(b)
If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(2)
A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(3)
Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under sub. (2).
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.11001 - Relationship of subchapter to other laws.

180.11001
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 right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.11002 - Existing purpose.

180.11002
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 which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
(2)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(3)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.11004 - Reference to external facts.

180.11004
Reference to external facts.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1101 - Merger authorized.

180.1101
Merger authorized.
(1)
One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
(2m)
One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
History:  1989 a. 303; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.11012 - Plan of merger.

180.11012
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 each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.
(e)
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.
(f)
Any other matters required under the governing law of any constituent entity.
(2)
In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law.
History:  1989 a. 303; 2001 a. 44; a. 258 ss. 240, 242, 244, 245.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1102 - Interest exchange authorized.

180.1102
Interest exchange authorized.
(1)
A domestic corporation may acquire all of one or more classes or series of interests of another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law share applicable to the corporation and the acquired entity.
(1m)
All of one or more classes or series of interests of a domestic corporation may be acquired by another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.
(2m)
A domestic or foreign entity may exchange interests with a domestic corporation pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law of each constituent entity and each constituent entity approves the plan of interest exchange in the manner required by its governing law.
History:  1989 a. 303; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.11021 - Plan of interest exchange.

180.11021
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 and the acquired entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the exchange.
(c)
The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.
(e)
Any other matters required under the governing law of any constituent entity.
(3)
In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the exchange and not prohibited by law.
(4)
This section does not limit the power of a corporation to acquire all or part of the interests of one or more classes or series of another constituent entity through a voluntary exchange or otherwise.
History: 1989 a. 303; 2001 a. 44; 2021 a. 258 ss. 249, 251 to 254.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.11031 - Approval of merger or interest exchange; amendment; abandonment.

180.11031
Approval of merger or interest exchange; amendment; abandonment.
(1)
Subject to the governing law of each constituent, acquiring, or acquired entity, a plan of merger or interest exchange must be approved by a vote or consent of the board of directors of each domestic corporation that is a constituent entity and, if required by s. 180.11032 (1), its shareholders.
(2)
Subject to the governing law of each constituent, acquiring, or acquired entity, after a plan of merger or interest exchange is approved, and at any time before a merger or interest exchange becomes effective, the constituent entities may amend the plan of merger or interest exchange or abandon the merger or interest exchange as provided in the plan of merger or interest exchange or, except as otherwise provided in the plan of merger or interest exchange, with the same vote or consent as was required to approve the plan of merger or interest exchange.
(3)
If, after articles of merger or interest exchange have been delivered to the department for filing and before the merger or interest exchange becomes effective, the plan of merger or interest exchange is amended in a manner that requires an amendment to the articles of merger or interest exchange or if the merger or interest exchange is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger or interest exchange becomes effective. When the statement of abandonment becomes effective, the merger or interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of each constituent entity.
(b)
The amendment to or the abandonment of the articles of merger or interest exchange.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
(4)
In addition to approval under sub. (1), a plan of merger or interest exchange must be approved by each constituent entity that is not a domestic partnership in accordance with any requirements of its governing law.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1104 - Merger of subsidiary or parent.

180.1104
Merger of subsidiary or parent.
(1)
A domestic parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation or at least 90 percent of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into the domestic parent or the domestic parent into the subsidiary without approval of the shareholders or other owners of the subsidiary and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without approval of the shareholders of the domestic parent.
(2)
The board of directors of the domestic parent corporation shall adopt a plan of merger that sets forth all of the following:
(a)
The names of the parent and subsidiary.
(b)
The manner and basis of converting the shares or other interests of the subsidiary or domestic parent into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.
(3)
The domestic parent shall mail a copy or summary of the plan of merger to each shareholder or other owner of the merging business entity who does not waive the mailing requirement in writing.
(4)
The domestic parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each shareholder or other owner of the merging business entity who did not waive the mailing requirement.
(5)
Articles of merger under this section may not contain amendments to the articles of incorporation of the surviving business entity, except for amendments enumerated in s. 180.1002 or otherwise not requiring the approval of the shareholders or other owners of the entity.
History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2005 a. 476; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1131 - Shareholder vote.

180.1131
Shareholder vote.
In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, a business combination must be approved by the affirmative vote of at least all of the following, except as provided in s. 180.1132:
(1)
Eighty percent of the votes entitled to be cast by outstanding voting shares of the corporation, voting together as a single voting group.
(2)
Two-thirds of the votes entitled to be cast by holders of voting shares other than voting shares beneficially owned by a significant shareholder who is a party to the business combination or an affiliate or associate of a significant shareholder who is a party to the business combination, voting together as a single voting group.
History:  1989 a. 303; 1997 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1133 - Other requirements for greater votes.

180.1133
Other requirements for greater votes.
A business combination of a corporation that has a provision of the articles of incorporation permitted by s. 180.0727 is subject to s. 180.1131 unless one of the exemptions of s. 180.1132 has been met.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1134 - Actions during take-over offer.

180.1134
Actions during take-over offer.
In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, approval by vote of holders of a majority of the shares of the resident domestic corporation entitled to vote on the proposal is required at a shareholders' meeting held in conformance with ss. 180.0705 and 180.0725 before any of the following actions may be taken by the officers or board of directors of the resident domestic corporation, while a take-over offer is being made, or after a take-over offer has been publicly announced and before it is concluded, for the resident domestic corporation's voting shares:
(1)
Acquiring more than 5 percent of the resident domestic corporation's voting shares at a price above the market value from any individual who or organization which holds more than 3 percent of the voting shares and has held the shares for less than 2 years, unless the resident domestic corporation makes at least an equal offer to acquire all voting shares and all securities which may be converted into voting shares.
(2)
Selling or optioning assets of the resident domestic corporation which amount to at least 10 percent of the market value of the resident domestic corporation. This subsection does not apply to a resident domestic corporation if all of the following are satisfied:
(a)
The resident domestic corporation has at least 3 directors who are not either officers or employees of the resident domestic corporation.
(b)
A majority of the directors who are not either officers or employees of the resident domestic corporation vote to not be governed by this subsection.
History:  1989 a. 303; 1991 a. 16, 32; 1997 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1142 - Determining market value and control.

180.1142
Determining market value and control.
(1)
For purposes of ss. 180.1140 to 180.1144, the market value of stock or property other than cash or stock is determined as follows:
(a)
In the case of stock, by:
1.
The highest closing sale price during the 30 days immediately before the date in question of a share of that class or series of stock on the composite tape for stocks listed on the New York stock exchange, or, if that class or series of stock is not quoted on the composite tape or if that class or series of stock is not listed on the New York stock exchange, on the principal U.S. securities exchange registered under the exchange act on which that class or series of stock is listed.
2.
If that class or series of stock is not listed on an exchange described in subd. 1., the highest closing bid quotation for a share of that class or series of stock during the 30 days immediately before the date in question on the National Association of Securities Dealers automated quotation system, or any similar system then in use.
3.
If no quotations described in subd. 2. are available, the fair market value on the date in question of a share of that class or series of stock as determined in good faith by the board of directors of the resident domestic corporation.
(b)
In the case of property other than cash or stock, the fair market value of the property on the date in question as determined in good faith by the board of directors of the resident domestic corporation.
(2)
For purposes of ss. 180.1140 to 180.1144, a person's beneficial ownership of at least 10 percent of the voting power of a corporation's outstanding voting stock creates a presumption that the person has control of the corporation.
History:  1989 a. 303; 1991 a. 39.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1143 - Exclusions from business combination restrictions.

180.1143
Exclusions from business combination restrictions.
Sections 180.1140 to 180.1144 do not apply to any of the following:
(1)
Unless the articles of incorporation provide otherwise, a business combination of a resident domestic corporation with an interested stockholder if the resident domestic corporation did not have a class of voting stock registered or traded on a national securities exchange or registered under section 12 (g) of the exchange act on the interested stockholder's stock acquisition date.
(2)
Unless the articles of incorporation provide otherwise, a business combination with an interested stockholder who was an interested stockholder immediately before September 10, 1987, unless subsequently the interested stockholder increased its beneficial ownership of the voting power of the outstanding voting stock of the resident domestic corporation to a proportion in excess of the proportion of voting power that the interested stockholder beneficially owned immediately before September 10, 1987, excluding an increase approved by the board of directors of the resident domestic corporation before the increase occurred.
(3)
A business combination of a resident domestic corporation with an interested stockholder which became an interested stockholder inadvertently, if the interested stockholder satisfies all of the following:
(a)
As soon as practicable divests itself of a sufficient amount of the voting stock of the resident domestic corporation so that the interested stockholder is no longer the beneficial owner of at least 10 percent of the voting power of the outstanding voting stock of the resident domestic corporation, or a subsidiary of that resident domestic corporation.
(b)
Would not at any time within the 3 years before the announcement date with respect to the business combination in question have been an interested stockholder except for the inadvertent acquisition.
(4)
A business combination of a resident domestic corporation with an interested stockholder which was an interested stockholder immediately before September 10, 1987, and inadvertently increased its beneficial ownership of the voting power of the outstanding voting stock of the resident domestic corporation to a proportion in excess of the proportion of voting power that the interested stockholder beneficially owned immediately before September 10, 1987, if the interested stockholder divests itself of a sufficient amount of voting stock so that the interested stockholder is no longer the beneficial owner of a proportion of the voting power in excess of the proportion of voting power that the interested stockholder held immediately before September 10, 1987.
History:  1989 a. 303; 1991 a. 39.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1144 - Relationship to other laws.

180.1144
Relationship to other laws.
(1)
The requirements of ss. 180.1140 to 180.1144 are in addition to the requirements of other applicable law, including the other provisions of this chapter, and any additional requirements contained in the articles of incorporation or bylaws of a resident domestic corporation with respect to business combinations.
(2)
For purposes of applying ss. 180.1140 to 180.1144, if any other provision of this chapter is inconsistent with, in conflict with or contrary to ss. 180.1140 to 180.1144, that provision does not apply to the extent that it is inconsistent with, in conflict with or contrary to ss. 180.1140 to 180.1144.
History:  1989 a. 303; 1991 a. 39.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1171 - Domestication authorized.

180.1171
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 this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 180.1171 to 180.1175 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1172 - Plan of domestication.

180.1172
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 and conditions of the domestication.
(d)
The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.
(2)
In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1173 - Approval of domestication; amendment; abandonment.

180.1173
Approval of domestication; amendment; abandonment.
(1)
Subject to the governing law of each of the domesticating and domesticated entity, a plan of domestication must be approved by the shareholders of a domesticating Wisconsin corporation. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.
(2)
Subject to the governing law of each of the domesticating and domesticated entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.
(3)
If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the domesticating entity and the domesticated entity under the plan of domestication.
(b)
The amendment to or abandonment of the articles of domestication.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1174 - Filings required for domestication; effective date.

180.1174
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 domestication setting forth 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)
A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.
(d)
Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 180.1172 (1) (d) that are to be in a public record under their respective governing laws.
(e)
A statement that the plan of domestication is on file at the principal office of the domesticated entity.
(f)
A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.
(2)
In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.
(3)
A domestication takes effect at the effective date and time of the articles of domestication.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1201 - Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary.

180.1201
Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary.
(1)
A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do any of the following:
(a)
Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business.
(b)
Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of business.
(c)
Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business.
(d)
Transfer any or all of its assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation, unless the transfer is in connection with a plan or action involving the sale, exchange, or disposal of all or substantially all of the assets of the corporation and requires shareholder approval under s. 180.1202.
(2)
Unless required by the articles of incorporation, approval by the shareholders of a transaction permitted in sub. (1) is not required.
History:  1989 a. 303; 1991 a. 16; 2005 a. 476.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1202 - Sale of assets other than in regular course of business.

180.1202
Sale of assets other than in regular course of business.
(1)
Except as provided in sub. (5), a corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, upon adoption of a resolution by the board of directors approving the proposed transaction and approval by its shareholders of the proposed transaction.
(2)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s. 180.0705, except the notice shall be given no fewer than 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property of the corporation and contain or be accompanied by a description of the transaction.
(3)
Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the proposed transaction is authorized if approved by a majority of all the votes entitled to be cast on the transaction.
(4)
After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.
(5)
A transaction that constitutes a distribution is governed by s. 180.0640 and not by this section.
History:  1989 a. 303; 1991 a. 16; 1997 a. 254.
In determining whether “substantially all" corporate assets are transferred within the meaning of s. 180.71 [now this section] more than dollar values must be considered. The determinitive factor is whether the sale changes the nature of corporate activity. Sterman v. Hornbeck, 156 Wis. 2d 556, 457 N.W.2d 874 (Ct. App. 1990).
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1301 - Definitions.

180.1301
Definitions.
In ss. 180.1301 to 180.1331:
(1)
“Beneficial shareholder" means a person who is a beneficial owner of shares held by a nominee as the shareholder.
(1m)
“Business combination" has the meaning given in s. 180.1130 (3).
(2)
“Corporation" means the issuer corporation or, if the corporate action giving rise to dissenters' rights under s. 180.1302 is a merger or interest exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the interest exchange.
(3)
“Dissenter" means a shareholder or beneficial shareholder who is entitled to dissent from corporate action under s. 180.1302 and who exercises that right when and in the manner required by ss. 180.1320 to 180.1328.
(4)
“Fair value", with respect to a dissenter's shares other than in a business combination, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. “Fair value", with respect to a dissenter's shares in a business combination, means market value, as defined in s. 180.1130 (9) (a) 1. to 4.
(5)
“Interest" means interest from the effectuation date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all of the circumstances.
(6)
“Issuer corporation" means a domestic corporation that is the issuer of the shares held by a dissenter before the corporate action.
History:  1989 a. 303; 1991 a. 16; 2021 a. 258.
“Date of payment" in sub. (5) refers to the actual payment date by a corporation following a special proceeding, even if the payment occurs after a “verdict, decision or report," within the meaning of s. 814.04 (4), or after “judgment," within the meaning of s. 815.05 (8). Thus the definition of interest contained in sub. (5) applies to the time period following a court decision on fair value until final payment is made. HMO-W Incorporated v. SSM Health Care System, 2003 WI App 137, 266 Wis. 2d 69, 667 N.W.2d 733, 02-0042.
The phrase “rate that is fair and equitable under all of the circumstances" in sub. (5) directs the circuit court to consider the circumstances of the particular case in determining the interest rate to be paid. It was appropriate under this standard to look at the borrowing power of a parent corporation to determine if the rate the subsidiary would obtain would be the rate the parent could obtain. HMO-W Incorporated v. SSM Health Care System, 2003 WI App 137, 266 Wis. 2d 69, 667 N.W.2d 733, 02-0042.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1303 - Dissent by shareholders and beneficial shareholders.

180.1303
Dissent by shareholders and beneficial shareholders.
(1)
A shareholder may assert dissenters' rights as to fewer than all of the shares registered in his or her name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a shareholder who under this subsection asserts dissenters' rights as to fewer than all of the shares registered in his or her name are determined as if the shares as to which he or she dissents and his or her other shares were registered in the names of different shareholders.
(2)
A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if the beneficial shareholder does all of the following:
(a)
Submits to the corporation the shareholder's written consent to the dissent not later than the time that the beneficial shareholder asserts dissenters' rights.
(b)
Submits the consent under par. (a) with respect to all shares of which he or she is the beneficial shareholder.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1320 - Notice of dissenters' rights.

180.1320
Notice of dissenters' rights.
(1)
If proposed corporate action creating dissenters' rights under s. 180.1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders and beneficial shareholders are or may be entitled to assert dissenters' rights under ss. 180.1301 to 180.1331 and shall be accompanied by a copy of those sections.
(2)
If corporate action creating dissenters' rights under s. 180.1302 is authorized without a vote of shareholders, the corporation shall notify, in writing and in accordance with s. 180.0141, all shareholders entitled to assert dissenters' rights that the action was authorized and send them the dissenters' notice described in s. 180.1322.
History:  1989 a. 303.
When the plaintiff was not a shareholder at the time of the complained of acts, it had no right to vote in dissent to a plan of liquidation and dissolution, and it could not be a dissenter entitled to notice of dissenters' rights, as only one who can vote in dissent is entitled to such notice under this section. Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135, 266 Wis. 2d 253, 667 N.W.2d 709, 01-2624.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1321 - Notice of intent to demand payment.

180.1321
Notice of intent to demand payment.
(1)
If proposed corporate action creating dissenters' rights under s. 180.1302 is submitted to a vote at a shareholders' meeting, a shareholder or beneficial shareholder who wishes to assert dissenters' rights shall do all of the following:
(a)
Deliver to the issuer corporation before the vote is taken written notice that complies with s. 180.0141 of the shareholder's or beneficial shareholder's intent to demand payment for his or her shares if the proposed action is effectuated.
(b)
Not vote his or her shares in favor of the proposed action.
(2)
A shareholder or beneficial shareholder who fails to satisfy sub. (1) is not entitled to payment for his or her shares under ss. 180.1301 to 180.1331.
History:  1989 a. 303.