reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1508 - Change of registered office or registered agent of foreign corporation.

180.1508
Change of registered office or registered agent of foreign corporation.
(1)
A foreign corporation authorized to transact business in this state 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:
(d)
The name of its registered agent, the e-mail address, and the street address of its registered office, as changed.
(e)
The information that is to be in effect as a result of the filing of the statement of change.
(1g)
A foreign corporation authorized to transact business in this state may also change its registered office or registered agent, or both, by doing any of the following:
(a)
Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in an amended certificate of authority.
(b)
Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.
(1m)
A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.
(1r)
As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.
(2)
If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation in writing of the change and by delivering to the department for filing a statement of change that recites that the foreign corporation has been notified of the change and states all of the following:
(a)
The name of the foreign 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 foreign corporation.
(c)
The new name, new e-mail address, or new street address of the agent.
(4)
A registered agent promptly shall furnish notice to the represented foreign 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; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1509 - Resignation of registered agent of foreign corporation.

180.1509
Resignation of registered agent of foreign corporation.
(1)
A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a statement of resignation that states all of the following:
(a)
The name of the foreign corporation.
(b)
The name of the agent.
(c)
The address of the foreign corporation's current registered office and its principal office to which the department will send the notice required by sub. (2).
(d)
That the registered agent resigns from serving as registered agent for the foreign 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 foreign 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 foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.
(5)
A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.
History:  1989 a. 303; 1995 a. 27; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1510 - Service on foreign corporation.

180.1510
Service on foreign corporation.
(1)
Except as provided in subs. (2) and (3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation.
(2)
A foreign corporation authorized to transact business in this state may be served in the manner provided in sub. (4) if the foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served.
(3)
A foreign corporation formerly authorized to transact business in this state may be served in the manner provided in sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign corporation has done any of the following:
(a)
Withdrawn from transacting business in this state under s. 180.1520.
(b)
Had its certificate of authority revoked under s. 180.1531.
(4)
(a)
With respect to a foreign corporation described in sub. (2) or (3), except as provided in par. (b), the foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign corporation at its principal office, as shown on the records of the department, at the earliest of the following:
1.
The date on which the foreign corporation receives the mail.
2.
The date shown on the return receipt, if signed on behalf of the foreign corporation.
3.
Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
(b)
Except as provided in s. 180.1531 (2m) (b), if the address of the foreign corporation's principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the department, is located.
(5)
This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.
History:  1989 a. 303; 1995 a. 27; 2011 a. 234; 2021 a. 258.
Appointing a registered agent does not signify consent to general personal jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1520 - Withdrawal of foreign corporation.

180.1520
Withdrawal of foreign corporation.
(1)
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department.
(2)
A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following:
(a)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
(b)
A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.
(c)
A statement whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it consents to service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.
(d)
The mailing address of its principal office, if different from that shown on its most recent annual report.
(e)
A commitment to notify the department in the future of any change in the mailing address of its principal office.
(f)
The highest proportion of its capital which is or was represented in this state by its property located and business transacted in this state at any time since its last fee payment on its capital representation. The proportion of capital employed in this state shall be computed as provided under s. 180.1622 (1) (i) except that reference shall be to the current year rather than the preceding one. This paragraph does not apply to a qualified new business venture.
History:  1989 a. 303; 1995 a. 27; 2017 a. 156; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1530 - Grounds for revocation.

180.1530
Grounds for revocation.
(1)
Except as provided in sub. (1m), the department may bring a proceeding under s. 180.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:
(a)
The foreign corporation does not have on file its annual report with the department within 4 months after it is due.
(b)
The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
(c)
The foreign corporation is without a registered agent or registered office in this state for at least 6 months.
(d)
The foreign corporation does not notify the department under s. 180.1508 or 180.1509 within 6 months that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued.
(e)
The foreign corporation obtained its certificate of authority through fraud or its application for certificate of authority contains fraudulent or materially false information.
(f)
The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger or other event.
(g)
The foreign corporation violates s. 940.302 (2) or 948.051 (2).
(1m)
If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall revoke the foreign corporation's certificate of authority under s. 180.1531 (2) (b).
(2)
A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign corporation's certificate of authority under s. 180.1531 (2) (b).
History:  1989 a. 303, 359; 1993 a. 35, 214; 1995 a. 27; 2001 a. 44; 2007 a. 116; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1532 - Appeal from revocation.

180.1532
Appeal from revocation.
(1)
A foreign corporation may appeal the department's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under s. 180.0141 (5) (a). To appeal, the foreign corporation shall petition the court to set aside the revocation and attach to the petition copies of its certificate of authority and the department's notice of revocation.
(2)
The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.
(3)
The court's final decision may be appealed as in other civil proceedings.
History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1601 - Corporate records.

180.1601
Corporate records.
(1)
A corporation shall keep as permanent records any of the following that has been prepared:
(a)
Minutes of meetings of its shareholders and board of directors.
(b)
Records of actions taken by the shareholders or board of directors without a meeting.
(c)
Records of actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation.
(2)
A corporation shall maintain appropriate accounting records.
(3)
A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder.
(4)
A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1603 - Scope of inspection right.

180.1603
Scope of inspection right.
(1)
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder whom he or she represents.
(2)
Except as provided in ss. 180.0720 (4) and 180.1604 (2), the corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(3)
Instead of allowing a shareholder to inspect and copy its record of shareholders under s. 180.1602 (2) (a) 3., the corporation may provide the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1604 - Court-ordered inspection.

180.1604
Court-ordered inspection.
(1)
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any record described in s. 180.1602 (1m) or (2), the shareholder who complies with s. 180.1602 (1m) or (2), as applicable, may apply to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded.
(2)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs and expenses, including reasonable attorney fees, notwithstanding s. 814.04 (1), incurred to obtain the order, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. The order shall also specify whether the corporation may impose a charge under s. 180.1603 (2) for copying the records demanded.
(3)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
(4)
Notwithstanding sub. (1) and s. 180.1602 (2), the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may, in the proper exercise of its discretion, order the corporation to permit a shareholder of the corporation to inspect and copy any of the records described in s. 180.1602 (2) (a) 1. to 3., irrespective of the period of time during which the shareholder has been a shareholder or the number of shares that he or she owns, if the shareholder proves in a proceeding by the shareholder that he or she satisfies s. 180.1602 (2) (b) 3., 4. and 5.
History:  1989 a. 303; 1995 a. 400; 2021 a. 239.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1620 - Financial statements for shareholders.

180.1620
Financial statements for shareholders.
(1)
Within 120 days after the close of each fiscal year, a corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(2)
On written request from any shareholder, the corporation shall mail him or her the latest financial statements.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1701 - Definition.

180.1701
Definition.
In this subchapter, “shares of a preexisting class" means shares of a class for which shares were authorized before January 1, 1991, whether the shares were issued before, on or after January 1, 1991.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1703 - Application to domestic corporations.

180.1703
Application to domestic corporations.
Except as provided in ss. 180.1705 to 180.1708, beginning on January 1, 1991, this chapter applies to all of the following:
(1)
Except as provided in sub. (2), any domestic corporation with capital stock, regardless of when it was organized and whether for profit or not, but a domestic corporation organized under provisions other than those in this chapter and corresponding prior general corporation laws is subject to this chapter only to the extent that it is not inconsistent with those provisions.
(2)
Any domestic corporation with capital stock but not organized for profit that was organized before July 1, 1953, under the general corporation laws or any special statute or law of this state and that has not elected to be subject to ch. 181, only to the extent that the provisions of this chapter are not inconsistent with the articles of incorporation or form of organization of the domestic corporation or with any provisions elsewhere in the statutes or under any special law relating to the domestic corporation.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1704 - Application to foreign corporations.

180.1704
Application to foreign corporations.
Except as provided in s. 180.1708, this chapter applies to all foreign corporations transacting business in this state on or after January 1, 1991. The enactment of this chapter does not require a foreign corporation authorized to transact business in this state on January 1, 1991, to obtain a new certificate of authority under subch. XV.
History:  1989 a. 303.
As evidenced by the enactment of this section, the state has an interest in having its laws applied to corporations, and their officers and directors, transacting business within the state. Beloit Liquidating Trust v. Grade, 2004 WI 39, 270 Wis. 2d 356, 677 N.W.2d 298, 02-2035.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1705 - Existing preemptive rights preserved.

180.1705
Existing preemptive rights preserved.
Section 180.0630 does not apply to shares of a preexisting class. Except to the extent limited or denied by this section or by the articles of incorporation, shareholders of shares of a preexisting class have a preemptive right to acquire unissued shares or securities convertible into unissued shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation, all of the following apply to shareholders of shares of a preexisting class:
(1)
No preemptive rights exist to acquire any of the following:
(a)
Any shares issued to directors, officers or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or when authorized by and consistent with a plan approved by such a vote of shareholders.
(b)
Any shares, convertible securities or rights issued for a consideration other than cash.
(c)
Treasury shares.
(2)
Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right.
(3)
Holders of shares of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock.
(4)
Holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power.
(5)
The preemptive right is only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1706 - Certain voting requirements preserved.

180.1706
Certain voting requirements preserved.
(1)
Except to the extent that the corporation's articles of incorporation are amended to provide that the voting requirements of s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and (3) govern the shareholder vote required on a proposal concerning a subject covered by s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) if the corporation was organized before January 1, 1973, and has not expressly elected, before January 1, 1991, majority or greater affirmative voting requirements under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal.
(2)
Except as provided in sub. (3), in lieu of the vote required by s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2), whichever is applicable to the subject matter of a proposal, a proposal described in sub. (1) must be approved as follows:
(a)
By the affirmative vote of the holders of two-thirds of the shares entitled to vote on the proposal, unless par. (b) applies.
(b)
If any class or series of shares is entitled to vote on the proposal as a class, by the affirmative vote of all of the following:
1.
The holders of two-thirds of the shares of each class of shares and of each series entitled to vote as a class.
2.
The holders of two-thirds of the total shares entitled to vote on the proposal.
(3)
Whenever, with respect to a proposal described in sub. (1), the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series of shares, than is required by sub. (2), the provisions of the articles of incorporation shall control.
(4)
If a corporation has a bylaw in effect on December 31, 1990, that establishes a greater shareholder voting requirement than one required under this chapter, that voting requirement applies until the bylaw is amended or repealed.
History:  1989 a. 303; 1991 a. 16, 173; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1801 - Applicability.

180.1801
Applicability.
(1)
Sections 180.1801 to 180.1837 apply to a corporation if its articles of incorporation state that the corporation is a close corporation under ss. 180.1801 to 180.1837.
(2)
Except as provided in sub. (3), if an election is made to be a statutory close corporation, ss. 180.1801 to 180.1837 control in the event of conflict with other sections of this chapter.
(3)
If a service corporation organized under ss. 180.1901 to 180.1921 elects to be a statutory close corporation, ss. 180.1901 to 180.1921 control in the event of conflict with ss. 180.1801 to 180.1837.
History:  1989 a. 303.
The enactment of the statutory close corporation statutes did not preempt existing common law rights, and those statutes do not provide exclusive remedies for close corporations. Jorgensen v. Water Works, Inc., 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), 97-1729.
Fiduciary Duties in the Wisconsin Close Corporation: Time to Set the Law Straight. McNamara. 100 MLR 1445 (2017).
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1803 - Election.

180.1803
Election.
A corporation organized under this chapter and having 50 or fewer shareholders at the time of election may become a statutory close corporation by amending its articles of incorporation to include the statement required under s. 180.1801. The amendment shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is approved, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1805 - Share transfer restrictions.

180.1805
Share transfer restrictions.
No interest in shares of a statutory close corporation may be transferred without the written consent of all shareholders holding voting stock, unless the interest is transferred in any of the following circumstances:
(1)
As provided in s. 180.1807.
(2)
To the corporation or to any other holder of the same class or series of shares.
(3)
To members of the shareholder's immediate family, or to a trust, all of whose beneficiaries are members of the holder's immediate family. In this subsection, “shareholder's immediate family" means the shareholder's spouse, parents, lineal descendants, including any adopted children and stepchildren, and the spouse of any lineal descendants, and brothers and sisters.
(4)
To a personal representative on the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution or similar proceeding brought by or against a shareholder.
(5)
By merger or interest exchange that becomes effective under ss. 180.1101 to 180.1106 or an interest exchange of existing shares for other shares of a different class or series in the corporation.
(6)
By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor.
(7)
After termination of the corporation's status as a statutory close corporation.
(8)
As otherwise provided in the corporation's articles of incorporation or in an agreement among shareholders under s. 180.1823.
History:  1989 a. 303; 1991 a. 16; 2003 a. 321; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1809 - Notice of statutory close corporation status.

180.1809
Notice of statutory close corporation status.
(1)
(a)
The following notice shall be noted conspicuously on each share certificate issued by a statutory close corporation: “The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation, the bylaws, if any, and shareholders' agreements or other documents, which may restrict transfers and affect voting and other rights, may be obtained without charge by a shareholder on written request to the corporation."
(b)
Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall deliver to the shareholders a written notice containing the information required by par. (a). The notice shall comply with s. 180.0141.
(c)
Written notice given under this subsection satisfies the notice requirement under s. 180.0627 (3).
(2)
A person claiming an interest in shares of a statutory close corporation that has given the written notice required by sub. (1) is bound by the documents referred to in the notice. A person claiming an interest in shares of a corporation that has not given the written notice required by sub. (1) is bound by any documents of which he or she, or any person through whom he or she claims, has knowledge or notice.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1811 - Transfer of shares in breach of transfer restrictions.

180.1811
Transfer of shares in breach of transfer restrictions.
(1)
An attempted transfer of shares in a statutory close corporation in violation of a transfer restriction that is binding on the transferee is ineffective.
(2)
An attempted transfer of shares in a statutory close corporation in violation of a transfer restriction that is not binding on the transferee, either because the corporation fails to give written notice under s. 180.1809 or because a court orders that the restriction prohibiting the transfer is unenforceable, gives the corporation the option to purchase the shares from the transferee for the same price paid and terms agreed to by the transferee. To exercise the option, the corporation shall give the transferee written notice that complies with s. 180.0141 and shall make payment within 75 days after the shares are presented for registration in the transferee's name.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1813 - Merger, interest exchange, and sale of assets.

180.1813
Merger, interest exchange, and sale of assets.
(1)
(a)
Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger or interest exchange that will terminate the status of the corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(b)
Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger under which the surviving corporation will become a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(c)
Notwithstanding s. 180.11032 (3) and (4), if under a plan of interest exchange the corporation whose shares will be acquired in the interest exchange will become a statutory close corporation, the interest exchange must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation whose shares will be acquired, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(d)
If a plan of merger or interest exchange is approved, a shareholder who did not vote in favor of the plan is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.
(2)
(a)
Notwithstanding s. 180.1202 (3), a sale, lease, exchange or other disposition of all, or substantially all, of the property and assets, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of its business, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.
(b)
A shareholder who did not vote in favor of a disposition under this subsection is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.
History:  1989 a. 303; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1815 - Termination of statutory close corporation status.

180.1815
Termination of statutory close corporation status.
(1)
A statutory close corporation ceases to be subject to ss. 180.1801 to 180.1837 upon the effectiveness of articles of amendment deleting from its articles of incorporation the statement that it is a statutory close corporation. If the corporation has elected under s. 180.1821 not to have a board of directors, the amendment shall also delete the statement in the articles of incorporation to that effect and shall specify the number, names and addresses of its directors.
(2)
An amendment under sub. (1) must be approved by the holders of two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.
(3)
If the amendment to terminate the corporation's status as a statutory close corporation is approved, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1817 - Effect of termination of statutory close corporation status.

180.1817
Effect of termination of statutory close corporation status.
(1)
The termination of statutory close corporation status does not affect the rights of any shareholder or the corporation under an agreement or the corporation's articles of incorporation, except to the extent that the agreement or the articles of incorporation are invalid under this chapter.
(2)
The corporation shall adopt bylaws if it has no bylaws on termination of statutory close corporation status.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1819 - Payment for shares.

180.1819
Payment for shares.
(1)
A compromise or forgiveness of a note or other obligation to transfer money or other property to a statutory close corporation in payment for shares is valid only if approved by all of the shareholders of the corporation, unless the articles of incorporation or a final judgment in a proceeding brought to enforce the obligation provides otherwise.
(2)
In the absence of fraud, the judgment of the persons responsible for the issuance of shares as to the value of the consideration received for shares is conclusive.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1821 - Election not to have a board of directors.

180.1821
Election not to have a board of directors.
(1)
A statutory close corporation may operate without a board of directors if the articles of incorporation contain a statement to that effect. All of the following apply while a statement under this subsection is effective:
(a)
All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the shareholders of the corporation, and all powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed by the shareholders.
(b)
Liability that would otherwise be imposed on the directors may not be imposed on a shareholder by virtue of any act or failure to act unless the shareholder was entitled to vote on the action.
(c)
A requirement that an instrument filed with a governmental agency contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was duly approved by the shareholders.
(d)
The shareholders may appoint, by resolution, one or more shareholders to sign documents as “Designated Directors".
(e)
Except as provided in the articles of incorporation:
1.
An action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders.
2.
An action requiring a vote of a majority or greater percentage of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action.
(2)
(a)
An amendment to the articles of incorporation to operate without a board of directors must be approved by the holders of all of the shares of the statutory close corporation whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or if none, by all of the incorporators.
(b)
An amendment to the articles of incorporation to delete the election must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1823 - Agreements among shareholders.

180.1823
Agreements among shareholders.
(1)
The shareholders of a statutory close corporation may, by unanimous action, enter into one or more written agreements to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relations among the shareholders of the corporation. Except as otherwise provided in an agreement authorized by this section, the terms of the agreement are binding on all successors in interest.
(2)
An agreement authorized by this section is valid and enforceable according to its terms even if the agreement does any of the following:
(a)
Eliminates the board of directors, if sub. (4) is satisfied.
(b)
Restricts the discretion or powers of the board of directors or authorizes director proxies or weighted voting rights.
(c)
Has the effect of treating the statutory close corporation as a partnership.
(d)
Creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.
(3)
If the statutory close corporation has a board of directors, an agreement authorized by this section that restricts the discretion or powers of the directors relieves the directors of, and imposes upon each person in whom the directors' discretion or powers are vested, the liability for acts or omissions imposed by law upon directors, unless the agreement provides otherwise.
(4)
An election not to have a board of directors in an agreement authorized by this section is not valid unless the articles of incorporation contain a statement to that effect adopted under s. 180.1821.
(5)
A shareholder agreement authorized by this section may not be amended except by the unanimous written consent of the shareholders, unless otherwise provided in the agreement.
(6)
Any action permitted by this section to be taken by shareholders may be taken by the subscribers for shares of the statutory close corporation if no shares have been issued at the time of the agreement authorized by this section.
(7)
This section does not prohibit any other agreement among 2 or more shareholders.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1824 - Irrevocable proxies.

180.1824
Irrevocable proxies.
(1)
A shareholder in a statutory close corporation may execute a proxy which is irrevocable for the period specified in the proxy when it is held by any of the following or a nominee of any of the following:
(a)
A pledgee of shares.
(b)
A person who has purchased or agreed to purchase or holds an option to purchase the shares or a person who has sold a portion of the person's shares in the corporation to the maker of the proxy.
(c)
A creditor of the corporation or the shareholder who extended or continued credit to the corporation or the shareholder in consideration of the proxy if the proxy states that it was given in consideration of the extension or continuation of credit and the name of the person extending or continuing credit.
(d)
A person who has contracted to perform services as an employee of the corporation, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee and the period of employment contracted for.
(e)
A person, including an arbitrator, designated by or under a shareholders' agreement authorized by s. 180.1823.
(2)
Regardless of the period of irrevocability specified in a proxy executed under sub. (1), the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the seller no longer owns any shares of the corporation or dies, the debt of the corporation or the shareholder is paid, the period of employment provided for in the contract of employment has terminated or the shareholders' agreement has terminated.
(3)
In addition to sub. (1), a proxy given to secure the performance of a duty or to protect a title, either legal or equitable, may be irrevocable until the happening of events which, under the terms of the proxy agreement, discharge the obligations secured by it.
(4)
A proxy may be revoked, regardless of a provision making it irrevocable, by a purchaser of shares without actual knowledge of the existence of the provision, unless the existence of the proxy and its irrevocability appears on the certificate representing the shares.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1827 - Annual meeting.

180.1827
Annual meeting.
(1)
Notwithstanding s. 180.0701 (1), the annual meeting date for a statutory close corporation is the first business day after May 31, unless the corporation's articles of incorporation or bylaws or an agreement authorized under s. 180.1823 fixes a different date.
(2)
Notwithstanding s. 180.0701 (1), except as otherwise provided in the articles of incorporation, a statutory close corporation need not hold an annual meeting unless a written request is delivered to the corporation by a shareholder at least 30 days before the meeting date determined under sub. (1).
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1831 - Shareholder option to dissolve corporation.

180.1831
Shareholder option to dissolve corporation.
(1)
The articles of incorporation of a statutory close corporation or a shareholders' agreement under s. 180.1823 may grant to any shareholder, or to the holders of any specified number or percentage of shares of any class or series, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. The shareholders exercising the option shall give written notice of the intent to dissolve to all other shareholders. Any notice given under this subsection shall comply with s. 180.0141. Upon the expiration of 30 days after the effective date of the notice, the corporation shall do all of the following:
(a)
File articles of dissolution that satisfy s. 180.1403 except the statement under s. 180.1403 (1) (c) shall specify that dissolution was authorized in accordance with this section.
(b)
Begin to wind up and liquidate its business and affairs under ss. 180.1405 to 180.1407.
(2)
Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to include, modify or delete a provision authorized by sub. (1) must be approved by the holders of all of the outstanding shares, whether or not the holders are otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or, if none, by all of the incorporators.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1834 - Greater quorum or voting requirements.

180.1834
Greater quorum or voting requirements.
(1)
The articles of incorporation of a statutory close corporation may impose a greater quorum or voting requirement for shareholders, or classes of shareholders, than is required by this chapter.
(2)
An action by shareholders to adopt an amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote required to take action under the largest of the greater quorum or voting requirements then in effect or proposed to be added, changed or deleted.
(3)
Section 180.0727 does not apply to a statutory close corporation.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1837 - Officers; execution of documents.

180.1837
Officers; execution of documents.
(1)
A statutory close corporation may operate and conduct business with one or more officers.
(2)
If an individual holds more than one office in a statutory close corporation, the individual may execute, acknowledge or verify in more than one capacity any instrument required to be executed, acknowledged or verified by the holders of 2 or more offices.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1901 - Definitions.

180.1901
Definitions.
In ss. 180.1901 to 180.1921:
(1)
“Employee" means an individual who is hired by a service corporation and who is usually and ordinarily considered by custom, practice or law to be rendering professional or other personal services for which a license, certificate, registration or other legal authorization is required. “Employee" does not include any of the following:
(a)
An individual who is hired by a service corporation and who provides services as an administrator, technician, clerk or bookkeeper.
(b)
An individual who performs all of his or her employment for a service corporation under the direct supervision and control of a licensed, registered or certified officer or employee of the service corporation.
(1m)
“Health care professional" means an individual who is licensed, registered or certified by any of the following:
(ag)
The massage therapy and bodywork therapy affiliated credentialing board under ch. 460.
(am)
Chiropractic examining board under ch. 446.
(ar)
Board of nursing under ch. 441.
(at)
Dentistry examining board under ch. 447.
(b)
Medical examining board under subch. II of ch. 448.
(bg)
Physical therapy examining board under subch. III of ch. 448.
(bk)
Podiatry affiliated credentialing board under subch. IV of ch. 448.
(br)
Dietitians affiliated credentialing board under subch. V of ch. 448.
(bs)
Athletic trainers affiliated credentialing board under subch. VI of ch. 448.
(bu)
Occupational therapists affiliated credentialing board under subch. VII of ch. 448.
(c)
Optometry examining board under ch. 449.
(d)
Pharmacy examining board under ch. 450.
(e)
Psychology examining board under ch. 455.
(f)
Marriage and family therapy, professional counseling, and social work examining board under ch. 457.
(g)
Hearing and speech examining board under subch. II of ch. 459.
(h)
Naturopathic medicine examining board under ch. 466, except that “health care professional" does not include a limited-scope naturopathic doctor licensed by the naturopathic medicine examining board under ch. 466.
(2)
“Service corporation" means a corporation organized under ss. 180.1903 to 180.1921.
History:  1989 a. 303; 1993 a. 473; 1995 a. 167; 1997 a. 75, 156, 175; 1999 a. 9, 32, 180; 2001 a. 74, 80; 2003 a. 41; 2009 a. 113, 149, 355; 2021 a. 130.