reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1133 - Approval of interest exchange; amendment; abandonment.

179.1133
Approval of interest exchange; amendment; abandonment.
(1)
Subject to s. 179.1161, a plan of interest exchange must be approved by a vote or consent of all of the following with respect to each domestic limited partnership acquired entity:
(a)
All general partners.
(b)
Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both.
(2)
Subject to s. 179.1161 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, except as otherwise provided in the plan of interest exchange, 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 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 limited partnership in accordance with any requirements of its governing law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1134 - Filings required for interest exchange; effective date.

179.1134
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 179 - Uniform limited partnership law. › 179.1141 - Conversion authorized.

179.1141
Conversion authorized.
(1)
A domestic limited partnership may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 179.1141 to 179.1145 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.
(2)
A foreign or domestic entity, other than a domestic limited partnership, may convert to a domestic limited partnership pursuant to ss. 179.1141 to 179.1145 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 limited partnership under this chapter immediately after the conversion.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1142 - Plan of conversion.

179.1142
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 or the converted 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:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1143 - Approval of conversion; amendment; abandonment.

179.1143
Approval of conversion; amendment; abandonment.
(1)
(a)
Subject to s. 179.1161, a plan of conversion must be approved by a vote or consent of all of the following with respect to a converting domestic limited partnership:
1.
All general partners.
2.
Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both.
(b)
A plan of conversion into a domestic limited partnership converted entity must be approved pursuant to the governing law of the converting entity.
(2)
Subject to s. 179.1161 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, except as otherwise provided in the plan of conversion, the converting entity may amend the plan of conversion or abandon the conversion as 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 179 - Uniform limited partnership law. › 179.1144 - Filings required for conversion; effective date.

179.1144
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. 179.1161 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 or been assigned a registration to do so under s. 179.1009, 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 179 - Uniform limited partnership law. › 179.1151 - Domestication authorized.

179.1151
Domestication authorized.
A domestic limited partnership may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited partnership, and a non-United States entity may domesticate as a domestic limited partnership subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 179.1151 to 179.1155 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 179 - Uniform limited partnership law. › 179.1152 - Plan of domestication.

179.1152
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 179 - Uniform limited partnership law. › 179.1153 - Approval of domestication; amendment; abandonment.

179.1153
Approval of domestication; amendment; abandonment.
(1)
(a)
Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent of all of the following with respect to a domesticating Wisconsin limited partnership:
1.
All general partners.
2.
Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both.
(b)
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. 179.1161 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, except as otherwise provided in the plan of domestication, the domesticating entity may amend the plan of domestication or abandon the domestication as 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 179 - Uniform limited partnership law. › 179.1154 - Filings required for domestication; effective date.

179.1154
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 domesticated entity.
(g)
A statement whether s. 179.1161 applies to 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 179 - Uniform limited partnership law. › 179.1201 - Uniformity of application and construction.

179.1201
Uniformity of application and construction.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.1202 - Relation to Electronic Signatures in Global and National Commerce Act.

179.1202
Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0101 - Title.

180.0101
Title.
This chapter may be cited as the “Wisconsin business corporation law".
History:  1989 a. 303.
Wisconsin's Business Corporation Law. Williams & Berry. Wis. Law. June 1990.
Chapter 180 Trailer Bill. DeGuire, Ware, & Williams. Wis. Law. July 1991.
LLC and Corporation Law Revisions. Boucher & Sosnowski. Wis. Law. Oct. 1996.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0105 - Governing law.

180.0105
Governing law.
(1)
The law of this state governs all of the internal affairs of a corporation.
(2)
The fact that one or more shareholders of a corporation are, or are not, subject to tax on the income of the corporation shall have no effect on the application of the law of this state under sub. (1) other than as a fact to be taken into account in the application of such law.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0112 - Delivery of a record.

180.0112
Delivery of a record.
(1)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(2)
Delivery to the department is effective only when a record is received by the department.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0121 - Forms.

180.0121
Forms.
(1)
(a)
The department shall prescribe and furnish on request forms for all of the following documents:
1.
A foreign corporation's application for a certificate of authority to transact business in this state under s. 180.1503.
2.
A foreign corporation's application for a certificate of withdrawal under s. 180.1520.
3.
A domestic corporation's or foreign corporation's annual report under s. 180.1622 and a service corporation's annual report under s. 180.1921.
4.
An application for articles of conversion under s. 180.1161 (5).
(b)
The forms prescribed by the department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.
(c)
Use of a form prescribed under par. (a) is mandatory.
(2)
The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.
History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0123 - Effective date and time.

180.0123
Effective date and time.
(1)
(a)
Except as provided in sub. (2) or s. 180.0124 (3), 180.1622 (5) or 180.1921 (4), a record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:
1.
The time of day specified in the document as its effective time.
2.
If no effective time is specified, at the close of business.
(b)
The date that a document is received by the department is determined by the department's endorsement on the original document under s. 180.0125 (1).
(2)
A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
History:  1989 a. 303; 1991 a. 16, 269; 1995 a. 27; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0124 - Correcting filed document.

180.0124
Correcting filed document.
(1)
A domestic corporation or foreign corporation may correct a document that is filed by the department if any of the following applies:
(a)
The document contains a statement that was incorrect at the time of filing.
(b)
The document was defectively executed, including defects in any attestation, seal, verification, or acknowledgment.
(c)
The electronic transmission of the document to the department was defective.
(2)
To correct a document under sub. (1), a domestic corporation or foreign corporation shall prepare and deliver to the department for filing articles of correction that satisfy all of the following:
(a)
Describe the document, including its filing date, or include a copy of the document.
(b)
Specify the incorrect statement and the reason that it is incorrect, or specify the manner in which the execution was defective, whichever is applicable.
(c)
Correct the incorrect statement or defective execution.
(d)
Are signed by the person correcting the filed document.
(3)
(a)
Except as provided in par. (b), articles of correction are effective on the effective date of the document that they correct.
(b)
With respect to persons relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
History:  1989 a. 303; 1995 a. 27; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0126 - Appeal from department of financial institutions' refusal to file document.

180.0126
Appeal from department of financial institutions' refusal to file document.
(1)
If the department refuses to file a document received by the department for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation's or foreign corporation's principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.
(2)
The domestic corporation or foreign corporation shall file the petition under sub. (1) within 30 days after the department returns the document under s. 180.0125 (3) (a). If the department does not return the document within the period specified in s. 180.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in s. 180.0125 (3) (b) expires.
(3)
The court may summarily order the department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.
History:  1989 a. 303; 1995 a. 27; 1997 a. 35.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0127 - Evidentiary effect of copy of filed document.

180.0127
Evidentiary effect of copy of filed document.
A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.
History:  1989 a. 303; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0128 - Confirmation of status.

180.0128
Confirmation of status.
(1)
Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.
(2)
A certificate of status shall include all of the following information:
(a)
The domestic corporation's corporate name or the foreign corporation's corporate name and fictitious name, if any, used in this state.
(b)
Whether each of the following is true:
1.
The domestic corporation is incorporated under the laws of this state, or the foreign corporation is authorized to transact business in this state.
3.
The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.
4.
The domestic corporation has not filed articles of dissolution.
5.
The foreign corporation has not applied for a certificate of withdrawal under s. 180.1520 and, if not, the effective date of its certificate of authority.
(c)
The domestic corporation's date of incorporation and the period of its duration if less than perpetual.
(3)
The certificate of status may include other facts of record in the department that are requested.
(4)
Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).
(5)
Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
(6)
Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).
History:  1989 a. 303; 1991 a. 16; 1995 a. 27; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0129 - Penalty for false document.

180.0129
Penalty for false document.
(1)
A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.
(2)
Whoever violates this section is guilty of a Class I felony.
History:  1989 a. 303; 1995 a. 27; 1997 a. 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0141 - Knowledge; notice.

180.0141
Knowledge; notice.
(1)
A person knows a fact if any of the following applies:
(a)
The person has actual knowledge of the fact.
(b)
The person is deemed to know the fact under law other than this chapter.
(2)
A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.
(3)
Subject to s. 180.0504 or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(4)
Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under s. 180.1622, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
(5)
(a)
This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Except as provided in par. (b), written notice is effective at the earliest of the following:
1.
When received.
2.
Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
3.
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
4.
For notices from the department, upon successful transmission by e-mail as provided in this chapter.
(b)
Written notice by a domestic corporation or foreign corporation to its shareholder is effective under any of the following conditions:
1.
When mailed, but only if mailed postpaid and addressed to the shareholder's address shown in the domestic corporation's or foreign corporation's current record of shareholders.
2.
When electronically transmitted to the shareholder in a manner authorized by the shareholder.
(c)
Oral notice is effective when communicated.
(6)
(a)
A person shall give notice in writing, except as provided in par. (b). For purposes of this section, notice by electronic transmission is written notice.
(b)
A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.
(7)
Except as provided in s. 180.0721 (4) or unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person; by mail or other method of delivery; by telephone, including voice mail, answering machine or answering service; or by any other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
History:  1989 a. 303; 1999 a. 9; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0142 - Number of shareholders.

180.0142
Number of shareholders.
(1)
For purposes of this chapter, any of the following constitute one shareholder if identified as a shareholder in a corporation's current record of shareholders:
(a)
Three or fewer co-owners.
(b)
An entity.
(c)
The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.
(2)
For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0143 - Withdrawal of filed documents before effectiveness.

180.0143
Withdrawal of filed documents before effectiveness.
(1)
Except as otherwise provided in ss. 180.11031 (2) and (3) and 180.1173 (2), a document delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.
(2)
A statement of withdrawal must satisfy all of the following:
(a)
It must be signed by each person that signed the document being withdrawn, except as otherwise agreed by those persons.
(b)
It must identify the document to be withdrawn.
(c)
If signed by fewer than all the persons that signed the document being withdrawn, it must state that the document is withdrawn in accordance with the agreement of all the persons that signed the document.
(3)
On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original document does not take effect.
History:  2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0144 - Relation to electronic signatures in global and national commerce act.

180.0144
Relation to electronic signatures in global and national commerce act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0201 - Incorporators.

180.0201
Incorporators.
(1)
One or more persons may act as the incorporator or incorporators of a corporation.
(2)
Following the incorporation of a corporation, a majority of the corporation's incorporators or their survivors may take any action permitted by this chapter to be taken by its incorporators.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0202 - Articles of incorporation.

180.0202
Articles of incorporation.
(1)
The articles of incorporation shall include all of the following information:
(a)
A statement that the corporation is incorporated under this chapter.
(b)
A corporate name that satisfies s. 180.0401.
(c)
The number of authorized shares, except that an investment company may declare an indefinite number of authorized shares.
(d)
If more than one class of shares is authorized, all of the following:
1.
The distinguishing designation of each class.
2.
The number of shares of each class that the corporation is authorized to issue, except that an investment company may declare that each class has an indefinite number of authorized shares.
3.
Before the issuance of shares of a class, a description of the preferences, limitations and relative rights of that class.
(e)
If one or more series of shares are created within a class of shares, all of the following before the issuance of shares of a series:
1.
The distinguishing designation of each series within a class.
2.
The number of shares of each series that the corporation is authorized to issue, except that an investment company may declare that each series has an indefinite number of authorized shares.
3.
The preferences, limitations and relative rights of that series.
(f)
Any provision authorizing the board of directors to act under s. 180.0602 (1).
(g)
Any provision granting or limiting preemptive rights.
(h)
The street address of the corporation's initial registered office and the name and e-mail address of its initial registered agent at that office.
(i)
The name and address of each incorporator.
(2)
The articles of incorporation may set forth other information, including but not limited to any of the following:
(a)
The names and addresses of the natural persons who will serve as the initial directors.
(b)
Provisions not inconsistent with law regarding:
1.
The purpose or purposes for which the corporation is organized.
2.
Managing the business and regulating the affairs of the corporation.
3.
Defining, limiting and regulating the powers of the corporation, its board of directors and its shareholders.
4.
A par value for authorized shares or classes or series of shares.
(c)
Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.
(3)
The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(4)
If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.
History:  1989 a. 303; 1991 a. 173; 1995 a. 271; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0203 - Incorporation.

180.0203
Incorporation.
(1)
The corporate existence begins when the articles of incorporation become effective under s. 180.0123.
(2)
The department's filing of the articles of incorporation is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
History:  1989 a. 303; 1995 a. 27.
Chapter 180 does not preclude a corporation incorporated under ch. 180 from being organized as a nonprofit. De La Trinidad v. Capitol Indemnity Corporation, 2009 WI 8, 315 Wis. 2d 324, 759 N.W.2d 586, 07-0045.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0205 - Organization of corporation.

180.0205
Organization of corporation.
(1)
After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.
(2)
(a)
After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:
1.
Elect directors and complete the organization of the corporation.
2.
Elect directors who will complete the organization of the corporation.
(b)
Action required or permitted by this chapter by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(3)
An organizational meeting may be held in or outside this state.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0206 - Bylaws.

180.0206
Bylaws.
(1)
The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation.
(2)
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0207 - Emergency bylaws.

180.0207
Emergency bylaws.
(1)
In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors from being readily assembled.
(2)
Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws that are effective only in an emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including but not limited to the following:
(a)
Procedures for calling a meeting of the board of directors.
(b)
Quorum requirements for the meeting.
(c)
Designation of additional or substitute directors.
(3)
Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(4)
Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0301 - Purposes.

180.0301
Purposes.
(1)
A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles of incorporation.
(2)
A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if not prohibited by, and subject to all limitations of, the other statute.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0303 - Emergency powers.

180.0303
Emergency powers.
(1)
In this section, “emergency" has the meaning given in s. 180.0207 (1).
(2)
In anticipation of or during an emergency, the board of directors of a corporation may do all of the following:
(a)
Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent.
(b)
Relocate the principal office or designate alternative principal offices or regional offices, or authorize the officers to do so.
(3)
Unless emergency bylaws adopted under s. 180.0207 provide otherwise, all of the following apply to a meeting of the board of directors during an emergency:
(a)
Notwithstanding s. 180.0822 (2), the corporation need give notice of the meeting only to those directors whom it is practicable to reach, and the corporation may give notice in any practicable manner, including by publication and radio.
(b)
Notwithstanding s. 180.0824 (1) and (2), one or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(4)
Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in anticipation of or during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0304 - Lack of corporate power.

180.0304
Lack of corporate power.
(1)
Except as provided in sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act.
(2)
A corporation's power to act may be challenged in any of the following proceedings:
(a)
In a proceeding by a shareholder against the corporation to enjoin the act.
(b)
In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.
(c)
In a proceeding by the attorney general under s. 180.1430 (1).
(3)
In a shareholder's proceeding under sub. (2) (a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0402 - Reservation of name.

180.0402
Reservation of name.
(1)
A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.
(2)
A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.
History:  1989 a. 303; 1993 a. 214; 1995 a. 27; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0501 - Registered office and registered agent.

180.0501
Registered office and registered agent.
(1m)
Each corporation shall designate and maintain a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:
(a)
A natural person who resides in this state and whose business office is identical with the registered office.
(b)
A domestic corporation, nonprofit or nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.
(c)
A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.
(2m)
A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.
(3m)
The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a)
To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.
(b)
If the registered agent resigns, to provide the notice required by s. 180.0503 to the corporation at the address most recently supplied to the agent by the corporation.
(c)
To keep current the information with respect to the agent in the articles of incorporation.
History:  1989 a. 303; 1993 a. 112; 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0502 - Change of registered office or registered agent.

180.0502
Change of registered office or registered agent.
(1)
A corporation may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that states all of the following:
(a)
The name of the corporation or foreign corporation.
(b)
The information that is to be in effect as a result of the filing of the statement of change.
(1m)
A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.
(1r)
As an alternative to using the procedure in this section, a corporation may amend or restate its articles of incorporation.
(3)
If the name or e-mail address of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation has been notified of the change and states all of the following:
(a)
The name of the corporation represented by the registered agent.
(b)
The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.
(c)
The new name, new e-mail address, or new street address of the agent.
(5)
A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.
History:  1989 a. 303; 1991 a. 269; 1995 a. 27; 2005 a. 476; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0503 - Resignation of registered agent.

180.0503
Resignation of registered agent.
(1)
A registered agent may resign as agent for a corporation by delivering to the department for filing a statement of resignation that states all of the following:
(a)
The name of the corporation.
(b)
The name of the agent.
(c)
The address of the corporation's current registered office and its principal office to which the department will send the notice required by sub. (2).
(d)
That the agent resigns from serving as registered agent for the corporation.
(e)
If applicable, a statement that the registered office is also discontinued.
(2)
After filing the statement, the department shall mail a copy to the corporation at its principal office.
(3)
The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
(a)
Sixty days after the department receives the statement of resignation for filing.
(b)
The date on which the appointment of a successor registered agent is effective.
(4)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.
(5)
A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.
History:  1989 a. 303; 1995 a. 27; 2021 a. 258.