reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0883 - Insurance.

181.0883
Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, director or officer, or arising from his or her status as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 181.0872, 181.0874, 181.0877 and 181.0881.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0889 - Indemnification and insurance against securities law claims.

181.0889
Indemnification and insurance against securities law claims.
(1)
In general. It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation described under sub. (2) to the extent required or permitted under ss. 181.0871 to 181.0883.
(2)
Scope of securities regulation. Sections 181.0871 to 181.0883 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1001 - Authority to amend articles of incorporation.

181.1001
Authority to amend articles of incorporation.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted to be included in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or permitted to be included in the articles of incorporation is determined as of the effective date of the amendment.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1002 - Amendment of articles of incorporation by directors.

181.1002
Amendment of articles of incorporation by directors.
(1)
Corporations with voting rights. Unless the articles of incorporation provide otherwise, a corporation's board may adopt any of the following amendments to the corporation's articles of incorporation, without the approval of members with voting rights:
(a)
To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(b)
To delete the names and addresses of the initial directors.
(c)
To delete the names and addresses of the incorporators.
(d)
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.
(e)
To change the registered agent or the registered office.
(f)
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 to the name.
(g)
To make any other change expressly permitted by this chapter to be made without member approval.
(2)
Corporations with no voting members. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation's articles of incorporation subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1003 - Amendment of articles of incorporation by directors and members.

181.1003
Amendment of articles of incorporation by directors and members.
(1)
In general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved by all of the following:
(b)
Except as provided in s. 181.1002 (1), the members by two-thirds of the votes cast or a majority of the voting power, whichever is less.
(c)
A person, in writing, whose approval is required by a provision of the articles of incorporation authorized under s. 181.1030.
(2)
Notice requirements. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with s. 181.0705. 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)
Written consents or ballot. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1004 - Class voting by members on amendments to articles of incorporation.

181.1004
Class voting by members on amendments to articles of incorporation.
(1)
When class entitled to vote. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment does any of the following:
(a)
Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class.
(b)
Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.
(c)
Increases or decreases the number of memberships authorized for that class.
(e)
Effects an exchange, reclassification or termination of the memberships of that class.
(2)
Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.
(3)
Voting requirements. Unless provided otherwise in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1005 - Articles of amendment.

181.1005
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)
Name. The name of the corporation.
(2)
Text. The text of each amendment adopted.
(3)
Dates. The date of each amendment's adoption.
(4)
Method of approval. A statement that the amendment was adopted in accordance with s. 181.1002, 181.1003 or 181.1004, whichever is the case.
(5)
When approval by others is required. If approval of the amendment by a person other than the members, the board or the incorporators is required under s. 181.1030, a statement that the approval was obtained.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1006 - Restated articles of incorporation.

181.1006
Restated articles of incorporation.
(1)
When permitted. A corporation's board may restate its articles of incorporation at any time with or without approval by members or any other person.
(2)
Amendments may be included. The restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in s. 181.1003.
(3)
Approval requirements. If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.
(4)
Notice requirements. If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.
(5)
Approval by written ballot or consent. If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.
(6)
Voting requirements. A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under s. 181.1003.
(7)
Approval by 3rd persons. If the restatement includes an amendment requiring approval pursuant to s. 181.1030, the board must submit the restatement for such approval.
(8)
Filing requirements. A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate including all of the following information:
(a)
Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or any other person other than the board and, if it does not, that the board adopted the restatement.
(b)
If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required by s. 181.1005.
(c)
If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under s. 181.1030, a statement that such approval was obtained.
(d)
A statement that the restated articles of incorporation supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1007 - Amendment of articles of incorporation pursuant to judicial reorganization.

181.1007
Amendment of articles of incorporation pursuant to judicial reorganization.
(1)
When authorized. A corporation's articles of incorporation may be amended without board approval or approval by the members or approval required under s. 181.1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under s. 181.0202.
(2)
Filing requirement. The individual or individuals 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)
Applicability. 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:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1008 - Effect of amendment and restatement of articles of incorporation.

181.1008
Effect of amendment and restatement of articles of incorporation.
(1)
Rights and proceedings not affected. An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under s. 181.1006 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 members of the corporation.
(2)
Proceedings not abated. 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:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1020 - Amendment of bylaws by directors.

181.1020
Amendment of bylaws by directors.
If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation's bylaws subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting of the board at which an amendment is to be approved. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1021 - Amendment of bylaws by directors and members.

181.1021
Amendment of bylaws by directors and members.
(1)
By board. A corporation's board 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 or any other provision of this chapter reserves that power exclusively to the members.
(b)
The members, in adopting, amending or repealing a particular bylaw, provide within the bylaw that the board may not amend, repeal or readopt that bylaw.
(2)
By members with voting rights. A corporation's members with voting rights may amend or repeal the corporation's bylaws or adopt new bylaws even though the board may also amend or repeal the corporation's bylaws or adopt new bylaws.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1022 - Class voting by members on amendments of bylaws.

181.1022
Class voting by members on amendments of bylaws.
(1)
When class entitled to vote. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment does any of the following:
(a)
Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class.
(b)
Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.
(c)
Increases or decreases the number of memberships authorized for that class.
(e)
Effects an exchange, reclassification or termination of all or part of the memberships of that class.
(2)
Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(3)
Voting requirements. Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1030 - Approval by 3rd persons.

181.1030
Approval by 3rd persons.
The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of the person.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.11001 - Relationship of subchapter to other laws.

181.11001
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 181 - Nonstock corporations. › 181.11002 - Existing purpose.

181.11002
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 181 - Nonstock corporations. › 181.11004 - Reference to external facts.

181.11004
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 181 - Nonstock corporations. › 181.1101 - Merger authorized.

181.1101
Merger authorized.
(1)
One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 181.1101 to 181.11055 and a plan of merger if the plan of merger is approved as provided in s. 181.1103 and if the merger is permitted under the governing law of each other 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. 181.1101 to 181.11055 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:  1997 a. 79; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1102 - Plan of merger.

181.1102
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.
(3)
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: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.11045 - Filings required for merger; effective date.

181.11045
Filings required for merger; effective date.
(1)
After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following:
(a)
The name, type of entity, and governing law of each constituent entity.
(b)
The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect.
(c)
A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.
(d)
1.
If the surviving entity preexists the merger, any amendments to its organizational documents under s. 181.1102 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.
2.
If the surviving entity is to be created in the merger, any of its organizational documents under s. 181.1102 (1) (e) that are to be in a public record under its governing law.
(e)
A statement that the plan of merger is on file at the principal office of the surviving entity.
(f)
A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity.
(2)
In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.
(3)
If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so, it shall so register.
(4)
A merger takes effect at the effective date and time of the articles of merger.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1108 - Bequests, devises, and gifts.

181.1108
Bequests, devises, and gifts.
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent business entity and that takes effect or remains payable after the merger, inures to the surviving business entity unless the will or other instrument otherwise specifically provides.
History:  1997 a. 79; 2001 a. 44.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1131 - Interest exchange authorized.

181.1131
Interest exchange authorized.
(1)
A domestic corporation may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the corporation and the acquired entity.
(2)
All of one or more classes or series of interests of a domestic corporation may be acquired by another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1132 - Plan of interest exchange.

181.1132
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 entity and the acquired entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the interest 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 the acquired or acquiring entity.
(f)
A statement whether s. 181.1180 applies to the interest exchange.
(2)
In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1133 - Approval of interest exchange; amendment; abandonment.

181.1133
Approval of interest exchange; amendment; abandonment.
(1)
Subject to s. 181.1180, a plan of interest exchange must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 with respect to each domestic corporation acquired entity.
(2)
Subject to s. 181.1180 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange.
(3)
If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the 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 the acquiring and acquired entities.
(b)
The amendment to or abandonment of the articles of 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 interest exchange must be approved by any acquiring or acquired entity that is not a domestic corporation in accordance with any requirements of its governing law.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1134 - Filings required for interest exchange; effective date.

181.1134
Filings required for interest exchange; effective date.
(1)
After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following:
(a)
The name, type of entity, and governing law of the acquired entity.
(b)
The name, type of entity, and governing law of the acquiring entity.
(c)
A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.
(d)
Any amendments to the organizational documents of the acquired or acquiring entity that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.
(e)
A statement that the plan of interest exchange is on file at the principal office of the acquiring entity.
(f)
A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity.
(2)
In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange.
(3)
An interest exchange takes effect at the effective date and time of the articles of interest exchange.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1150 - Conversion of cooperative.

181.1150
Conversion of cooperative.
A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 185 or 193. The restated articles of incorporation or organization shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation or organization.
History:  1997 a. 79; 2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1161 - Conversion authorized.

181.1161
Conversion authorized.
(1m)
A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.
(2m)
A foreign or domestic entity, other than a domestic corporation, may convert to a domestic corporation pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a corporation under this chapter immediately after the conversion.
History:  2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1162 - Plan of conversion.

181.1162
Plan of conversion.
(1)
A plan of conversion must be in a record and contain all of the following:
(a)
The name, type of entity, and governing law of the converting entity.
(b)
The name, type of entity, and governing law of the converted entity.
(c)
The terms and conditions of the conversion.
(d)
The manner and basis of converting the interests in the converting 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.
(e)
The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.
(f)
Any other matters required by the governing law of the converting entity.
(2)
In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.
History: 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258 ss. 543 to 545, 548 to 550.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1163 - Approval of conversion; amendment; abandonment.

181.1163
Approval of conversion; amendment; abandonment.
(1)
Subject to s. 181.1180, a plan of conversion must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion with respect to a converting domestic corporation. A plan of conversion into a converted domestic corporation must be approved pursuant to the governing law of the converting entity.
(2)
Subject to s. 181.1180 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.
(3)
If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the converting entity and the converted entity under the plan of conversion.
(b)
The amendment to or abandonment of the articles of conversion.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1164 - Filings required for conversion; effective date.

181.1164
Filings required for conversion; effective date.
(1)
After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following:
(a)
The name, type of entity, and governing law of the converting entity.
(b)
The name, type of entity, and governing law of the converted entity.
(c)
A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law.
(d)
Any organizational documents of the converted entity that are to be in a public record under its governing law.
(e)
A statement that the plan of conversion is on file at the principal office of the converted entity.
(f)
A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity.
(g)
A statement whether s. 181.1180 applies to the conversion.
(2)
In addition to the requirements of sub. (1), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.
(3)
If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so, it shall so register.
(4)
A conversion takes effect at the effective date and time of the articles of conversion.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1171 - Domestication authorized.

181.1171
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. 181.1171 to 181.1175 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 181 - Nonstock corporations. › 181.1172 - Plan of domestication.

181.1172
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 181 - Nonstock corporations. › 181.1173 - Approval of domestication; amendment; abandonment.

181.1173
Approval of domestication; amendment; abandonment.
(1)
Subject to s. 181.1180, a plan of domestication must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of domestication with respect to a domesticating Wisconsin corporation. A plan of domestication of a non-United States domesticating entity must be approved pursuant to the governing law of the domesticating entity.
(2)
Subject to s. 181.1180 and the governing law of each of the domesticating entity 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 181 - Nonstock corporations. › 181.1174 - Filings required for domestication; effective date.

181.1174
Filings required for domestication; effective date.
(1)
After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of 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 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 interest holder in the domesticating entity.
(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 181 - Nonstock corporations. › 181.1201 - Sale of assets in regular course of activities and mortgage of assets.

181.1201
Sale of assets in regular course of activities and mortgage of assets.
(1)
Role of board. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following:
(a)
Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.
(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 activities.
(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 its activities.
(2)
Role of members. Unless required by the articles of incorporation or bylaws, approval of the members or any other person of a transaction described in sub. (1) is not required.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1202 - Sale of assets other than in regular course of activities.

181.1202
Sale of assets other than in regular course of activities.
(1)
When permitted. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized under sub. (2).
(2)
Approval requirements in general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, the proposed transaction to be authorized must be approved by all of the following:
(a)
Unless the articles of incorporation or bylaws provide otherwise, the board.
(b)
The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
(c)
A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.
(3)
Corporation without members. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must 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 or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(4)
Notice requirements. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must 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 or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(5)
Written consents or ballots. If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.
(6)
Abandonment of transaction. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1302 - Authorized distributions.

181.1302
Authorized distributions.
(1)
Purchase of memberships. A corporation may purchase its memberships if after the purchase is completed all of the following conditions are met:
(a)
The corporation would be able to pay its debts as they become due in the usual course of its activities.
(b)
The corporation's total assets would at least equal the sum of its total liabilities.
(2)
Distributions on dissolution. Corporations may make distributions upon dissolution under subch. XIV.
(3)
Distributions to nonprofit corporations. A corporation may make a distribution or other payment to another domestic or foreign corporation, if all of the following conditions are met:
(a)
The articles of incorporation, or, if the articles of incorporation so provide, the bylaws, state that a distribution or other payment may be made under this subsection.
(b)
The distribution or other payment is made in accordance with the stated purpose of the corporation.
(c)
The corporation would be able to pay its debts as they become due in the usual course of its activities.
(d)
The corporation's total assets would equal at least the sum of its total liabilities.
(e)
The domestic or foreign corporation to which the distribution or other payment is made may not distribute any part of its income to members, directors or officers and is exempt from taxation under 26 USC 501.
(4)
Other distributions. A corporation may make a distribution that is not permitted under subs. (1) to (3) only if all of the following apply:
(a)
The articles of incorporation state that a distribution may be made under this subsection.
(b)
The distribution is made in accordance with the stated purpose of the corporation.
(c)
The corporation would be able to pay its debts as they become due in the usual course of its activities.
(d)
The corporation's total assets would equal at least the sum of its total liabilities.
History:  1997 a. 79.