reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0504 - Service on corporation.

180.0504
Service on corporation.
(1)
A corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 180.0141.
(2)
Except as provided in sub. (3), if a corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:
(a)
The date on which the corporation receives the mail or delivery by the commercial delivery service.
(b)
The date shown on the return receipt, if signed on behalf of the corporation.
(c)
Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if mailed postpaid and correctly addressed and with sufficient postage or payment.
(3)
If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. Except as provided in s. 180.1421 (2m) (b), if the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located. If the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.
(3m)
Service of process, notice, or demand on a registered agent must be in a written record.
(4)
Service of process, notice, or demand on a registered agent may be made by other means under law other than this chapter.
History:  1989 a. 303; 1995 a. 27; 2011 a. 234; 2021 a. 258.
Cross-reference:  See also s. 801.11 (5).
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0603 - Issued and outstanding shares.

180.0603
Issued and outstanding shares.
(1)
A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. If an investment company has authorized an indefinite number of shares, there is no limit on the number of shares that the investment company may issue. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
(2)
The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of sub. (3) and to s. 180.0640.
(3)
At all times that shares of the corporation are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares, which may be the same share or shares as those with unlimited voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
History:  1989 a. 303; 1995 a. 271.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0604 - Fractional shares.

180.0604
Fractional shares.
(1)
A corporation may do any of the following:
(a)
Issue fractions of a share or pay in money the value of fractions of a share.
(b)
Arrange for disposition of fractional shares by the shareholders.
(c)
Issue scrip in registered or bearer form entitling the holder to receive a full share on the surrender of enough scrip to equal a full share.
(2)
A certificate representing scrip shall be conspicuously labeled “scrip" and shall contain the terms of exchange of scrip for a full share and the information required by s. 180.0625 (1), except that it may state that it is issued to bearer.
(3)
The holder of a fractional share may exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to the rights described in this subsection unless the scrip provides for them.
(4)
The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including but not limited to any of the following:
(a)
That the scrip will become void if not exchanged for full shares before a specified date.
(b)
That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0620 - Subscription for shares.

180.0620
Subscription for shares.
(1)
(a)
A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.
(b)
Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the department constitutes acceptance by the corporation of all existing subscriptions to its shares.
(2)
The board of directors may determine the payment terms of subscriptions for shares that are entered into before incorporation, unless the subscription agreement specifies the payment terms. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(3)
Shares issued under subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(4)
If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.
(5)
A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to s. 180.0621.
History:  1989 a. 303; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0621 - Issuance of shares.

180.0621
Issuance of shares.
(1)
The powers granted in subs. (2) to (5) to the board of directors may be reserved to the shareholders by the articles of incorporation.
(2)
The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.
(3)
Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The board of directors' determination is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.
(4)
When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued for that consideration are fully paid and nonassessable.
(5)
The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received or the note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0622 - Liability of shareholders, transferees and others.

180.0622
Liability of shareholders, transferees and others.
(1)
A purchaser from a corporation of the corporation's shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or the consideration specified in the subscription agreement entered into before incorporation.
(2)
Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation, except for a shareholder in a corporation defined under s. 71.365 (7), and only to the extent provided for under s. 73.0306, and except that a shareholder may become personally liable by his or her acts or conduct other than as a shareholder.
(3)
A person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares or specified in the subscription agreement entered into before incorporation has not been paid is not personally liable for any unpaid portion of the consideration.
(4)
(a)
In this subsection, “fiduciary" means a personal representative, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver.
(b)
A fiduciary is not personally liable as a holder of or subscriber to shares of a corporation, but the estate and funds in the fiduciary's hands are so liable. A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.
History:  1989 a. 303; 2001 a. 102; 2005 a. 474; 2017 a. 58.
Personal Liability for Corporate Debt. Kelley. Wis. Law. Oct. 1994.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0623 - Share dividends.

180.0623
Share dividends.
(1)
In this section, “share dividend" means shares issued proportionally and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series.
(2)
Except as provided in sub. (3) and unless the articles of incorporation provide otherwise, a corporation may issue share dividends.
(3)
(a)
A corporation may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless any of the following is satisfied:
1.
The articles of incorporation authorize the issuance.
2.
A majority of the votes entitled to be cast by the class or series to be issued approve the issuance.
3.
There are no outstanding shares of the class or series to be issued, as determined under par. (b).
(b)
If a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued for purposes of making the determination under par. (a) 3.
(4)
If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0624 - Share rights, options and warrants.

180.0624
Share rights, options and warrants.
Unless the articles of incorporation provide otherwise before the issuance of the rights, options or warrants, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. The rights, options or warrants may contain provisions that adjust the rights, options or warrants in the event of an acquisition of shares or a reorganization, merger, interest exchange, sale of assets or other occurrence. Subject to the articles of incorporation, the board of directors shall determine the terms on which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued. Notwithstanding s. 180.0601 (1) and any other provision of this chapter, and unless otherwise provided in the articles of incorporation before issuance of the rights, options or warrants, a corporation may before, on or after April 30, 1972, issue rights, options or warrants that include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights, options or warrants.
History:  1989 a. 303; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0625 - Form and content of certificates.

180.0625
Form and content of certificates.
(1)
At a minimum, a share certificate shall state on its face all of the following:
(a)
The name of the issuing corporation and that it is organized under the laws of this state.
(b)
The name of the person to whom issued.
(c)
The number and class of shares and the designation of the series, if any, that the certificate represents.
(2)
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the front or back of each certificate shall contain any of the following:
(a)
A summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series.
(b)
A conspicuous statement that the corporation will furnish the shareholder the information described in par. (a) on request, in writing and without charge.
(3)
(a)
Each share certificate shall be signed either manually or in facsimile, by the officer or officers designated in the bylaws or by the board of directors.
(b)
The validity of a share certificate is not affected if a person who signed the certificate no longer holds office when the certificate is issued.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0626 - Shares without certificates.

180.0626
Shares without certificates.
(1)
Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of any shares of any of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the corporation.
(2)
Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on share certificates by s. 180.0625 (1) and (2) and, if applicable, s. 180.0627.
(3)
Unless this chapter or ch. 408 expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0631 - Corporation's acquisition of its own shares.

180.0631
Corporation's acquisition of its own shares.
(1)
Treasury shares shall be considered issued shares but not outstanding shares.
(2)
A corporation may acquire its own shares and all shares so acquired after December 31, 1990, constitute treasury shares unless any of the following conditions exists:
(a)
The articles of incorporation prohibit treasury shares or prohibit the reissuance of acquired shares.
(b)
The board of directors, by resolution, cancels the acquired shares, in which event the shares are restored to the status of authorized but unissued shares.
(3)
(a)
If the articles of incorporation prohibit treasury shares but do not prohibit the reissuance of acquired shares, all of its own shares acquired by the corporation shall be restored to the status of authorized but unissued shares.
(b)
If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, except in the case of an investment company that has authorized an indefinite number of shares. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the department for filing. The articles shall include all of the following information:
1.
The name of the corporation.
2.
The reduction in the number of authorized shares, itemized by class and series.
3.
The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
4.
A statement that the amendment was adopted by the board of directors and that shareholder action was not required.
(4)
Sections 180.0621 to 180.0628, as they apply to the issuance of shares, apply to the issuance of treasury shares.
(5)
Treasury shares existing on December 31, 1990, remain treasury shares until disposed of, canceled or restored to the status of authorized but unissued shares by action of the board of directors or shareholders.
History:  1989 a. 303; 1991 a. 16; 1995 a. 27, 271.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0701 - Annual meeting.

180.0701
Annual meeting.
(1)
Except as provided in sub. (4), a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(2)
(a)
Subject to par. (b), a corporation may hold the annual shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.
(b)
A corporation's bylaws may authorize the board of directors, in its sole discretion, to determine that the annual shareholders' meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.
(3)
Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.
(4)
If so provided in the articles of incorporation or bylaws of an investment company, the investment company is not required to hold an annual meeting of shareholders in any year in which none of the following matters is required to be acted on by the shareholders under 15 USC 80a-1 to 80a-64:
(a)
Election of directors.
(b)
Approval of the investment advisory agreement.
(c)
Ratification of the selection of independent certified public accountants licensed or certified under ch. 442.
(d)
Approval of a distribution agreement.
History:  1989 a. 303; 1995 a. 271; 2001 a. 16; 2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0702 - Special meeting.

180.0702
Special meeting.
(1)
A corporation shall hold a special meeting of shareholders if any of the following occurs:
(a)
A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting.
(b)
The holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held.
(2)
If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to demand a special meeting is the date that the first shareholder signs the demand.
(3)
(a)
Subject to par. (b), a corporation may hold a special shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold a special meeting at its principal office.
(b)
A corporation's bylaws may authorize the board of directors, in its sole discretion, to determine that a special shareholders' meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.
(4)
Only business within the purpose described in the meeting notice required by s. 180.0705 (2) (b) may be conducted at a special shareholders' meeting.
History:  1989 a. 303; 2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0703 - Court-ordered meeting.

180.0703
Court-ordered meeting.
(1)
The circuit court for the county where a corporation's principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order a meeting to be held on petition of a shareholder of the corporation who satisfies any of the following:
(a)
Is entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting and the corporation is required to hold an annual meeting under s. 180.0701 (1).
(b)
Signed a demand for a special meeting valid under s. 180.0702, if the corporation failed to do any of the following:
1.
Give notice of the special meeting within 30 days after the date that the demand was delivered to the corporation.
2.
Hold the special meeting in accordance with the notice.
(2)
The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized under s. 180.0709 and require that the meeting be called and conducted in accordance with the corporation's articles of incorporation and bylaws in so far as possible, except that the court may do all of the following:
(a)
Fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters.
(b)
Enter other orders necessary to accomplish the purpose of the meeting.
History:  1989 a. 303; 2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0705 - Notice of meeting.

180.0705
Notice of meeting.
(1)
A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting not less than 10 days nor more than 60 days before the meeting date, unless a different time is provided by this chapter, the articles of incorporation, or the bylaws. If the board of directors has authorized participation by means of remote communication under s. 180.0709, the notice shall also describe the means of remote communication to be used. The notice shall comply with s. 180.0141. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(2)
(a)
Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called.
(b)
Notice of a special meeting shall include a description of each purpose for which the meeting is called.
(3)
If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is given to shareholders.
(4)
(a)
Unless the bylaws require otherwise and except as provided in par. (b), if an annual or special shareholders' meeting is adjourned to a different date, time, or place or will be held by a new means of remote communication, the corporation is not required to give notice of the new date, time, place, or means of remote communication if the new date, time, place, or means of remote communication is announced at the meeting before adjournment.
(b)
If a new record date for an adjourned meeting is or must be fixed under s. 180.0707 (3), the corporation shall give notice of the adjourned meeting under this section to persons who are shareholders as of the new record date.
History:  1989 a. 303; 2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0706 - Waiver of and exemption from notice.

180.0706
Waiver of and exemption from notice.
(1)
A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws at any time. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under any applicable provisions of this chapter, except that the time and place of meeting need not be stated, and be delivered to the corporation for inclusion in the corporate records.
(2)
A shareholder's attendance at a meeting, whether physical or remote, in person or by proxy, waives objection to all of the following:
(a)
Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
(b)
Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
(3)
(a)
Except as provided in par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:
1.
Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
2.
All, but not less than 2, payments of dividends on securities during a one-year period, or 2 consecutive payments of dividends on securities during a period of more than one year, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
(b)
If a shareholder to whom par. (a) applies delivers to the corporation a written notice containing the shareholder's current address, then, beginning 30 days after receipt of the notice by the corporation, the requirement that notice be given to the shareholder is reinstated, until such time as par. (a) may again apply.
History:  1989 a. 303; 1995 a. 400; 2005 a. 476; 2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0707 - Record date.

180.0707
Record date.
(1)
The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date.
(2)
A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
(3)
(a)
Except as provided in par. (b), a determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(b)
If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0708 - Conduct of meeting.

180.0708
Conduct of meeting.
Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows:
(1)
A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors.
(2)
The chairperson shall determine the order of business and the time of adjournment and may establish rules for the conduct of the meeting which the chairperson believes are fair to the interests of all shareholders.
(3)
The chairperson shall determine and announce at the meeting the time at which the polls will close for each matter voted upon at the meeting. The polls close at the announced time, except that, if no such announcement is made, the polls close upon final adjournment of the meeting. After the polls close, no ballots, proxies, or votes or revocations or changes to ballots, proxies, or votes may be accepted.
History:  2005 a. 476.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0709 - Remote participation in shareholders' meeting.

180.0709
Remote participation in shareholders' meeting.
(1)
If authorized by the board of directors in its sole discretion, and subject to sub. (2) and to any guidelines and procedures adopted by the board of directors, shareholders and proxies of shareholders not physically present at a meeting of shareholders may participate in the meeting by means of remote communication.
(2)
If shareholders and proxies of shareholders participate in a meeting of shareholders by means of remote communication as provided in sub. (1), the participating shareholders and proxies of shareholders are deemed to be present in person and to vote at the meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication, if all of the following apply:
(a)
The corporation has implemented reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder.
(b)
The corporation has implemented reasonable measures to provide shareholders and proxies of shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings.
(c)
The corporation maintains a record of voting or action by any shareholder or proxy of a shareholder that votes or takes other action at the meeting by means of remote communication.
History:  2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0720 - Shareholders' list for meeting.

180.0720
Shareholders' list for meeting.
(1)
After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by class or series of shares and show the address of and number of shares held by each shareholder.
(2)
(a)
The corporation shall make the shareholders' list available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting. The list shall be made available at the corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or on a reasonably accessible electronic network if the information required to gain access to the list is provided with the notice of the meeting.
(b)
A shareholder or his or her agent or attorney may, on written demand, inspect and, subject to s. 180.1602 (2) (b) 3. to 5., copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection under par. (a). If the corporation determines that the list will be made available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation.
(3)
The corporation shall make the shareholders' list available at the meeting, and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment. If the meeting is held solely by means of remote communication, the list shall be open to the examination of any shareholder during the entire time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.
(4)
If the corporation refuses to allow a shareholder or his or her agent or attorney to inspect the shareholders' list before or at the meeting, or to copy the list as permitted by sub. (2) (b), on petition of the shareholder, the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order the inspection or copying at the corporation's expense. The court may also postpone the meeting for which the list was prepared until the inspection or copying is complete.
(5)
Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
History:  1989 a. 303; 2017 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0721 - Voting entitlement of shares.

180.0721
Voting entitlement of shares.
(1)
Except as provided in subs. (2) and (4) and s. 180.1150, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(2)
The shares of a domestic corporation are not entitled to vote if they are owned, directly or indirectly, by a 2nd domestic corporation or foreign corporation and the first domestic corporation owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of the 2nd domestic corporation or foreign corporation.
(3)
Subsection (2) does not limit the power of a domestic corporation or foreign corporation to vote any shares, including its shares, held by it in a fiduciary capacity.
(4)
Redeemable shares are not entitled to vote after written notice of redemption that complies with s. 180.0141 is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0723 - Shares held by nominees.

180.0723
Shares held by nominees.
(1)
A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(2)
The procedure may set forth all of the following:
(a)
The types of nominees to which it applies.
(b)
The rights or privileges that the corporation recognizes in a beneficial owner.
(c)
The manner in which the nominee selects the procedure.
(d)
The information that must be provided when the procedure is selected.
(e)
The period for which selection of the procedure is effective.
(f)
Other aspects of the rights and duties created.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0724 - Acceptance of instruments showing shareholder action.

180.0724
Acceptance of instruments showing shareholder action.
(1)
If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.
(2)
If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:
(a)
The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.
(b)
The name signed purports to be that of a personal representative, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver, or proxy appointment.
(c)
The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.
(d)
The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.
(e)
Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.
(3)
The corporation may reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
(4)
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with this section or s. 180.0722 (2) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(5)
Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or s. 180.0722 (2) is valid unless a court of competent jurisdiction determines otherwise.
History:  1989 a. 303; 1999 a. 9; 2001 a. 102.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0725 - Quorum and voting requirements for voting groups.

180.0725
Quorum and voting requirements for voting groups.
(1)
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(2)
Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(3)
If a quorum exists, action on a matter, other than the election of directors under s. 180.0728, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or this chapter requires a greater number of affirmative votes.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0726 - Action by single and multiple voting groups.

180.0726
Action by single and multiple voting groups.
(1)
If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in s. 180.0725.
(2)
If the articles of incorporation or this chapter provides for voting by 2 or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in s. 180.0725. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
(3)
A voting group described in s. 180.0103 (19) (b) constitutes a single voting group for purposes of voting on the matter on which the shares are entitled to vote.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0727 - Greater or lower quorum or greater voting requirements.

180.0727
Greater or lower quorum or greater voting requirements.
(1)
The articles of incorporation may provide, or authorize the bylaws under s. 180.1021 to provide, for a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter.
(2)
An amendment to the articles of incorporation that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0728 - Voting for directors; cumulative voting.

180.0728
Voting for directors; cumulative voting.
(1)
Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. In this subsection, “plurality" means that the individuals with the largest number of votes are elected as directors up to the maximum number of directors to be chosen at the election.
(2)
Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide for cumulative voting. If the articles of incorporation contain a statement indicating that all or a designated voting group of shareholders are entitled to cumulate their votes for directors, the shareholders so designated are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates.
(3)
(a)
Except as provided in par. (c), shares entitled under sub. (2) to vote cumulatively may not be voted cumulatively at a particular meeting unless any of the following notice requirements are satisfied:
1.
The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized.
2.
A shareholder who has the right to cumulate his or her votes gives notice that complies with s. 180.0141 to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting.
(b)
If one shareholder gives notice under par. (a) 2., all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(c)
If shares of a corporation that is a close corporation under s. 180.1801 are entitled under sub. (2) to vote cumulatively, the shares may not be voted cumulatively at a particular meeting unless the notice requirement of par. (a) 1. or 2. is satisfied or unless shares were voted cumulatively in the last election of directors.
(4)
For purposes of this section, votes against a candidate are not given legal effect and are not counted as votes cast in an election of directors.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0730 - Voting trusts.

180.0730
Voting trusts.
(1)
One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee. The voting trust agreement may include any provision consistent with the voting trust's purpose. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(2)
A voting trust becomes effective on the date that the first shares subject to the trust are registered in the trustee's name.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0731 - Voting agreements.

180.0731
Voting agreements.
(1)
Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to s. 180.0730.
(2)
A voting agreement created under this section is specifically enforceable.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0740 - Definitions applicable to ss. 180.0740 to 180.0747.

180.0740
Definitions applicable to ss. 180.0740 to 180.0747.
In ss. 180.0740 to 180.0747:
(1)
“Beneficial owner" means a person whose shares are held in a voting trust or held by a nominee on the person's behalf.
(2)
“Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in ss. 180.0743 and 180.0745 to 180.0747, in the right of a foreign corporation.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0741 - Standing.

180.0741
Standing.
A shareholder or beneficial owner may not commence or maintain a derivative proceeding unless the shareholder or beneficial owner satisfies all of the following:
(1)
Was a shareholder or beneficial owner of the corporation at the time of the act or omission complained of or became a shareholder or beneficial owner through transfer by operation of law from a person who was a shareholder or beneficial owner at that time.
(2)
Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
History:  1989 a. 303; 1991 a. 16.
A plaintiff does not fairly and adequately represent the interest of the corporation when a derivative action is used for personal advantage. Whether or not a personal agenda exists is determined by the trial court. Read v. Read, 205 Wis. 2d 558, 561 N.W.2d 768 (Ct. App. 1996), 95-2453.
To bring an individual claim for breach of fiduciary duty, the complaint must allege facts sufficient, if proved, to show an injury personal to the complainant, rather than primarily to the corporation. The plaintiff must also show that each defendant had a fiduciary duty to the plaintiff in respect to corporate affairs that to each defendant constitutes a breach. Generally a claim of waste of corporate assets must be brought in a derivative action and not as a direct action. Reget v. Paige, 2001 WI App 73, 242 Wis. 2d 278, 626 N.W.2d 302, 99-0838.
Derivative claims are those a corporation could bring because the corporation's assets are affected. If the injury is one primarily to the corporation, a plaintiff must allege that it was a registered shareholder at the time of the transaction of which it complains. The failure to plead registered shareholder status requires the dismissal of derivative claims. Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135, 266 Wis. 2d 253, 667 N.W.2d 709, 01-2624.
To have standing pursuant to this section, one must be a current shareholder to initiate a claim on behalf of the corporation. Krier v. Vilione, 2009 WI 45, 317 Wis. 2d 288, 766 N.W.2d 517, 06-1573.