reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1903 - Formation of service corporation.

180.1903
Formation of service corporation.
(1)
Except as provided in sub. (1m), one or more natural persons licensed, certified, or registered pursuant to any provisions of the statutes, if all have the same license, certificate, or registration or if all are health care professionals, may organize and own shares in a service corporation. A service corporation may own, operate, and maintain an establishment and otherwise serve the convenience of its shareholders in carrying on the particular profession, calling, or trade for which the licensure, certification, or registration of its organizers is required.
(1m)
A service corporation for carrying on the profession of certified public accounting may be organized under sub. (1) if more than 50 percent of the shareholders are certified public accountants.
(2)
Professional or other personal services, consultation or advice in any form may be rendered only by directors, officers, agents or employees of the service corporation who are licensed, certified or registered pursuant to statute in the field of endeavor designated in the articles of incorporation of the service corporation.
(3)
Liability may not accrue to a service corporation or its shareholders solely as a result of a decision to organize under sub. (1) or solely as a result of a decision to include or exclude a category of health care professionals as eligible to become shareholders of the service corporation.
(4)
Each health care professional, other than a physician or nurse anesthetist, who is a shareholder of a service corporation and who has the authority to provide health care services that are not under the direction and supervision of a physician or nurse anesthetist shall carry malpractice insurance that provides coverage of not less than the amounts established under s. 655.23 (4).
History:  1989 a. 303; 1993 a. 473; 2001 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1905 - Business corporation law applicable.

180.1905
Business corporation law applicable.
(1)
Other provisions of this chapter shall be applicable to service corporations, including their organization, and service corporations shall enjoy the powers and privileges and be subject to the duties, restrictions and liabilities of other stock corporations, except as provided in ss. 180.1901 to 180.1921. A service corporation may not engage in any business other than that for which it was specifically organized and for which its charter was granted.
(2)
Sections 180.1901 to 180.1921 control in the event of conflicts with any other provision of this chapter.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1907 - Corporate name.

180.1907
Corporate name.
The service corporation may bear the last name of one or more persons formerly or currently associated with it. A service corporation may adopt a name which does not include the surname of any present or former shareholder. The corporate name shall end with the word “chartered" or “limited", or the words “service corporation", or the abbreviation “ltd." or “S.C.". A service corporation in existence on January 1, 1991, need not change its name to comply with this section.
History:  1989 a. 303; 1991 a. 16, 173.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1911 - Participants; conflict of interest.

180.1911
Participants; conflict of interest.
(1)
Except as provided in ss. 180.1903 (1m) and 180.1913, each shareholder, director and officer of a service corporation must at all times be licensed, certified or registered by a state agency in the same field of endeavor or be a health care professional. An individual who is not so licensed, certified or registered may not have any part in the ownership or control of the service corporation, except that the nonparticipant spouse of a married individual has the rights of ownership provided under ch. 766. A proxy to vote any shares of the service corporation may not be given to a person who is not so licensed, certified or registered.
(2)
If any shareholder, director, officer or employee of a service corporation becomes legally disqualified to render professional or other personal services, consultation or advice within this state for which he or she was licensed, certified or registered, or accepts employment or is elected to a public office which by law places restrictions or limitations upon his or her rendering of the services for which he or she was licensed, certified or registered, he or she shall immediately sever all employment with, and financial interest in, the service corporation. A service corporation's failure to require prompt compliance with this subsection is a ground for the suspension or forfeiture of its franchise.
History:  1989 a. 303; 1993 a. 473; 2005 a. 215.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1913 - Alternative incorporation by one or 2 persons.

180.1913
Alternative incorporation by one or 2 persons.
(1)
A service corporation which has only one shareholder need have only one director, who shall be the shareholder. The shareholder shall also serve as the president and treasurer of the service corporation. The other officers of a service corporation described in this subsection need not be licensed, certified or registered in the same field of endeavor as the president.
(2)
A service corporation which has only 2 shareholders need have only 2 directors, who shall be the shareholders. The 2 shareholders shall fill all of the general offices of the service corporation between them.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1915 - Professional relationships and liability.

180.1915
Professional relationships and liability.
Except as provided in this section, ss. 180.1901 to 180.1921 do not alter any contract, tort or other legal relationship between a person receiving professional services and one or more persons who are licensed, certified or registered to render those professional services and who are shareholders, directors, officers or employees in the same service corporation. A shareholder, director, officer or employee of a service corporation is not personally liable for the debts or other contractual obligations of the service corporation nor for the omissions, negligence, wrongful acts, misconduct and malpractice of any person who is not under his or her actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct and malpractice occurred. A service corporation may charge for the services of its shareholders, directors, officers, employees or agents, may collect such charges and may compensate those who render such personal services. Nothing in this section shall affect any of the following:
(1)
The liability of a service corporation for the omissions, negligence, wrongful acts, misconduct and malpractice of a shareholder, director, officer or employee while the person, on behalf of the service corporation, provides professional services.
(2)
The personal liability of a shareholder, director, officer or employee of a service corporation for his or her own omissions, negligence, wrongful acts, misconduct and malpractice and for the omissions, negligence, wrongful acts, misconduct and malpractice of any person acting under his or her actual supervision and control in the specific activity in which the omissions, negligence, wrongful acts, misconduct and malpractice occurred.
History:  1989 a. 303; 1993 a. 473; 1995 a. 400.
A service corporation and its shareholders are not jointly and severally liable for the intentional tort of a shareholder that was not committed in the ordinary course of the corporation's business with the authority of the tortfeasor's fellow shareholders or within the tortfeasor's authority in the course of his or her employment. Anderson v. McBurney, 160 Wis. 2d 866, 467 N.W.2d 158 (Ct. App. 1991).
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1917 - Corporate agents.

180.1917
Corporate agents.
The relationship of an individual to a service corporation with which the individual is associated, whether as shareholder, director, officer or employee, does not modify or diminish the jurisdiction over him or her of any state agency that licensed, certified or registered him or her for a particular field of endeavor.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1919 - Continuity; dissolution; stock transfer or redemption.

180.1919
Continuity; dissolution; stock transfer or redemption.
(1)
(a)
A service corporation has perpetual existence until dissolved in accordance with other provisions of this chapter.
(b)
1.
Except as provided in subd. 2., if all shareholders of a service corporation cease at any one time and for any reason to be licensed, certified or registered in the particular field of endeavor for which the service corporation was organized, the service corporation is converted into and shall operate solely as a business corporation under applicable provisions of this chapter, exclusive of ss. 180.1901 to 180.1921.
2.
If not more than 50 percent of the shareholders in a service corporation described in s. 180.1903 (1m) at any one time are not certified public accountants, the service corporation is converted into and shall operate solely as a business corporation under applicable provisions of this chapter, exclusive of ss. 180.1901 to 180.1921.
(2)
(a)
Within 90 days after a shareholder's date of death or disqualification under s. 180.1911 (2) to own shares in the service corporation, all of the shares of the shareholder shall be transferred to, and acquired by, the service corporation or persons qualified to own the shares. If no other provision to accomplish the transfer and acquisition is in effect and carried out within the 90-day period, the service corporation shall purchase and redeem all of the deceased or disqualified shareholder's shares of the service corporation at the book value of the shares, determined as of the end of the month immediately before death or disqualification.
(b)
For purposes of par. (a), the book value is determined from the books and records of the service corporation in accordance with the regular methods of accounting used by the service corporation to determine its net taxable income for federal income tax purposes. A subsequent adjustment of the service corporation's net taxable income, whether by the service corporation, by federal income tax audit made and agreed to, or by a court decision which has become final, does not alter the redemption price.
(c)
This section does not prevent the parties involved from making any other arrangement, or providing in the service corporation's articles of incorporation or bylaws or by contract, to transfer the shares of a deceased or disqualified shareholder to the service corporation or to persons qualified to own the shares, whether made before or after the death or disqualification of the shareholder, if all of the shares involved are transferred within the 90-day period under par. (a).
History:  1989 a. 303; 2005 a. 215.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1921 - Annual report.

180.1921
Annual report.
(1)
A service corporation shall deliver to the department for filing a report in each year following the year in which the service corporation's articles of incorporation were filed by the department, during the calendar year quarter in which the anniversary of the filing occurs.
(2)
The report shall show the address of this service corporation's principal office and the name and post-office address of each shareholder, director, and officer of the service corporation and shall certify that, with the exceptions permitted in ss. 180.1903 (1m) and 180.1913, each shareholder, director, and officer is licensed, certified, registered, or otherwise legally authorized to render the same professional or other personal service in this state or is a health care professional. The service corporation shall prepare the report on forms prescribed and furnished by the department, and the report shall contain no fiscal or other information except that expressly called for by this section. The department shall forward report forms by 1st class mail to every service corporation in good standing, at least 60 days before the date on which the service corporation is required by this section to file an annual report.
(3)
A report under this section is in lieu of an annual report required by s. 180.1622.
(4)
An annual report is effective on the date that it is filed by the department.
History:  1989 a. 303; 1991 a. 269; 1993 a. 214, 473, 491; 1995 a. 27; 2001 a. 16, 107.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0105 - Knowledge; notice.

181.0105
Knowledge; notice.
(1)
A person knows a fact if any of the following applies:
(a)
The person has actual knowledge of the fact.
(b)
The person is deemed to know the fact under law other than this chapter.
(2)
A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.
(3)
Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(4)
This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:
(a)
When received.
(b)
Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
(c)
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(d)
For notices from the department, upon successful transmission by e-mail as provided in this chapter.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0107 - Governing law.

181.0107
Governing law.
The law of this state governs all of the following:
(1)
The internal affairs of a corporation.
(2)
The liability of a member as member and a director as director for a debt, obligation, or other liability of a corporation.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0121 - Forms.

181.0121
Forms.
(1)
Required forms.
(a)
The department shall prescribe and furnish on request forms for all of the following documents:
1.
A foreign corporation's application for a certificate of authority to transact business in this state under s. 181.1503.
2.
A foreign corporation's application for a certificate of withdrawal under s. 181.1520.
3.
A domestic corporation's or foreign corporation's annual report under s. 181.0214.
(b)
The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520, and 181.0214, respectively.
(c)
Use of a form prescribed under par. (a) is mandatory.
(2)
Permissive forms. The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.
History:  1997 a. 79; 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0129 - Penalty for false document.

181.0129
Penalty for false document.
(1)
Signing false document. A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.
(2)
Penalty. Whoever violates this section is guilty of a Class I felony.
History:  1997 a. 79, 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0141 - Notice.

181.0141
Notice.
(1)
Applicability. This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section.
(2)
When notice must be written.
(a)
A person shall give notice in writing, except as provided in par. (b).
(b)
A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.
(3)
Method of communication. Unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
(4)
Address to be used. Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under s. 181.0214, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0162 - Relation to electronic signatures in global and national commerce act.

181.0162
Relation to electronic signatures in global and national commerce act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0163 - Forum selection provisions.

181.0163
Forum selection provisions.
The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all claims pertaining to the internal affairs of the corporation be brought solely and exclusively in the courts in this state.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0202 - Articles of incorporation.

181.0202
Articles of incorporation.
(1)
Required content. The articles of incorporation shall include all of the following information:
(a)
A statement that the corporation is incorporated under this chapter.
(b)
A corporate name for the corporation that satisfies s. 181.0401.
(c)
The mailing address of the initial principal office of the corporation.
(d)
The street address of the corporation's initial registered office and the name and e-mail address of its initial registered agent at that office.
(e)
The name and address of each incorporator.
(f)
Whether or not the corporation will have members.
(g)
If the corporation is authorized to make distributions under s. 181.1302 (4), a statement to that effect.
(2)
Permissible content. The articles of incorporation may set forth other information, including any of the following:
(a)
The names and addresses of the natural persons who will serve as the initial directors.
(b)
Provisions not inconsistent with law regarding:
1.
The purpose or purposes for which the corporation is organized.
2.
Managing the business and regulating the affairs of the corporation.
3.
Distributing assets on dissolution.
4.
Defining, limiting and regulating the powers of the corporation, its board of directors and its members.
(c)
Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.
(3)
Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.
(4)
Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0203 - Incorporation.

181.0203
Incorporation.
(1)
When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0209.
(2)
Conclusive proof of incorporation. The department's filing of the articles of incorporation or articles of domestication is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(3)
Notification of reporting requirements. Upon filing articles of incorporation of a corporation, the department shall inform the corporation of the reporting requirements under s. 202.12 for charitable organizations that solicit contributions.
History:  1997 a. 79; 2013 a. 20; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0205 - Organization of corporation.

181.0205
Organization of corporation.
(1)
Organizational meeting required.
(a)
After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
(b)
After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:
1.
Elect directors and complete the organization of the corporation.
2.
Elect a board that will complete the organization of the corporation.
(2)
Written consents. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(3)
Location of organizational meeting. An organizational meeting may be held in or outside of this state.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0206 - Bylaws.

181.0206
Bylaws.
(1)
Initial bylaws. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation.
(2)
Subsequent adoption, amendment and repeal. After the adoption of the initial bylaws under sub. (1), bylaws may be adopted either by the members or the board, but no bylaw adopted by the members shall be amended or repealed by the directors, unless the bylaws adopted by the members shall have conferred such authority upon the directors. Any bylaw adopted by the board is subject to amendment or repeal by the members as well as by the directors.
(3)
Content of bylaws. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0207 - Emergency bylaws.

181.0207
Emergency bylaws.
(1)
Definition. In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors or members from being readily assembled.
(2)
Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:
(a)
Procedures for calling a meeting of the board.
(b)
Quorum requirements for the meeting.
(c)
Designation of additional or substitute directors.
(3)
Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(4)
Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and 181.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0208 - Filing requirements.

181.0208
Filing requirements.
(1)
Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:
(a)
The filing of the record must be required or permitted by this chapter.
(b)
The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.
(c)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(d)
The record must be signed by a person authorized or required under this chapter to sign the record.
(e)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(f)
The record must contain the name of the drafter, if required by s. 182.01 (3).
(1m)
The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
(2)
If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.
(3)
When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0209 - Effective date and time.

181.0209
Effective date and time.
(1)
In general.
(a)
Except as provided in sub. (2), a record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:
1.
The time of day specified in the document as its effective time.
2.
If no effective time is specified, at the close of business.
(b)
The date that a document is received by the department is determined by the department's endorsement on the original document under s. 181.0212 (2).
(2)
Delayed effective date and time. A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.
History:  1997 a. 79; 2021 a. 258 s. 408.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0210 - Withdrawal of filed record before effectiveness.

181.0210
Withdrawal of filed record before effectiveness.
(1)
Except as otherwise provided in ss. 181.1103 (2m) and (3m), 181.1133 (2), 181.1163 (2), and 181.1173 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.
(2)
A statement of withdrawal must satisfy all of the following:
(a)
It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.
(b)
It must identify the record to be withdrawn.
(c)
If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(3)
On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0211 - Correcting filed record.

181.0211
Correcting filed record.
(1)
A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:
(a)
The record at the time of filing was inaccurate.
(b)
The record was defectively signed.
(c)
The electronic transmission of the record to the department was defective.
(2)
To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.
(3)
(a)
A statement of correction may not state a delayed effective date.
(b)
A statement of correction must satisfy all of the following:
1.
It must be signed by the person correcting the filed record.
2.
It must identify the filed record to be corrected.
3.
It must specify the inaccuracy or defect to be corrected.
4.
It must correct the inaccuracy or defect.
(4)
A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0212 - Duty of department to file; review of refusal to file; delivery of record by department.

181.0212
Duty of department to file; review of refusal to file; delivery of record by department.
(1)
The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.
(2)
When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing.
(3)
If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:
(a)
Return the record or notify the person that submitted the record of the refusal.
(b)
Provide a brief explanation in a record of the reason for the refusal.
(4)
If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(5)
If a record that has been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed record is the date that the resubmitted record is received by the department for filing or a delayed effective date specified in the resubmitted record in accordance with s. 181.0209 (2).
(6)
The filing of or refusal to file a record does not create a presumption of any of the following:
(a)
That the record does or does not conform to the requirements of this chapter.
(b)
That the information contained in the record is correct or incorrect.
(7)
Except as otherwise provided by s. 181.0504 or 181.1510 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:
(a)
In person to the person that submitted it.
(b)
To the e-mail or street address of the person's registered agent.
(c)
To the principal office of the person.
(d)
To another address the person provides to the department for delivery.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0213 - Certificate of status.

181.0213
Certificate of status.
(1)
Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or a foreign corporation.
(2)
A certificate of status shall include all of the following information:
(a)
The domestic corporation's corporate name or the foreign corporation's corporate name and fictitious name, if any, used in this state.
(b)
Whether each of the following is true:
1.
The domestic corporation is a corporation whose governing law is the law of this state, or the foreign corporation is authorized to transact business in this state.
3.
The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 181.0214.
4.
The domestic corporation has not filed articles of dissolution.
5.
The foreign corporation has not filed an application for a certificate of withdrawal under s. 181.1520 (2).
(c)
The domestic corporation's effective date of its articles of incorporation or the foreign corporation's effective date of its certificate of authority.
(3)
The certificate of status may include other facts of record in the department that are requested.
(5)
Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the corporation or foreign corporation is in existence or is authorized to transact business in this state.
(6)
Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).
History:  1997 a. 79; 2021 a. 258 ss. 412, 414, 416, 418, 421, 423.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0214 - Annual report for department.

181.0214
Annual report for department.
(1)
A corporation or foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states all of the following:
(a)
The name of the corporation or foreign corporation.
(b)
The street and e-mail address of its registered office in this state and the name of its registered agent at that office.
(c)
The street address of its principal office.
(d)
The name and address of each director and principal officer.
(e)
In the case of a foreign corporation, the jurisdiction of its governing law and any fictitious name adopted under s. 181.1506 (1).
(2)
Information in the annual report must be current as of the date the report is signed by the corporation or foreign corporation.
(3)
(a)
A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation's articles of incorporation became effective, during the calendar year quarter in which the anniversary date of the articles' effective date occurs.
(b)
A foreign corporation authorized to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.
(4)
If an annual report does not contain the information required by this section, the department promptly shall notify the reporting corporation or foreign corporation in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of such notice, the annual report is timely filed.
(5)
If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 181.0502 or 181.1508.
History:  1997 a. 79; 2013 a. 20; 2021 a. 258 ss. 435, 436, 606, 609, 611, 613.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0301 - Purposes.

181.0301
Purposes.
(1)
Permitted purposes. A corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
(2)
Effect of other regulation. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0303 - Emergency powers.

181.0303
Emergency powers.
(1)
Definition. In this section, “emergency" has the meaning given in s. 181.0207 (1).
(2)
Powers. In anticipation of or during an emergency, the board or members of a corporation may do all of the following:
(a)
Modify lines of succession to accommodate the incapacity of a director, officer, employee or agent.
(b)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(3)
Meetings. Unless emergency bylaws adopted under s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:
(a)
The corporation need give notice of a meeting of the board only to those directors whom it is practicable to reach and the corporation may give notice in any practicable manner, including by publication and radio.
(b)
One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(4)
Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0304 - Effect of unauthorized corporate acts.

181.0304
Effect of unauthorized corporate acts.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, except that lack of capacity or power may be asserted in all of the following cases:
(1)
Proceedings by members or directors. A proceeding by a member or director against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding, and if the court considers the same to be equitable, set aside and enjoin the performance of the contract. The court may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them as a result of the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract may not be awarded by the court as a loss or damage sustained.
(2)
Proceedings by the corporation. A proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.
(3)
Proceedings by the attorney general. A proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0320 - Private foundations.

181.0320
Private foundations.
(1)
Prohibited acts. A private foundation, as defined in section 509 (a) of the Internal Revenue Code, may not do any of the following:
(a)
Engage in any act of self-dealing, as defined in section 4941 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4941 (a) of the Internal Revenue Code.
(b)
Retain any excess business holdings, as defined in section 4943 (c) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4943 (a) of the Internal Revenue Code.
(c)
Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by section 4944 (a) of the Internal Revenue Code.
(d)
Make any taxable expenditures, as defined in section 4945 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4945 (a) of the Internal Revenue Code.
(2)
Required distributions. Each corporation that is a private foundation, as defined in section 509 of the Internal Revenue Code, shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942 (a) of the Internal Revenue Code.
(3)
Exceptions. Subsections (1) and (2) do not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.
(4)
Powers of courts and attorney general. This section does not impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0330 - Offer and sale of securities.

181.0330
Offer and sale of securities.
A corporation or a foreign corporation may not offer or sell any of its securities in this state, unless the securities are registered under ch. 551 or unless the securities or the offer or sale of the securities is exempt from registration under ch. 551.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0402 - Reservation of name.

181.0402
Reservation of name.
(1)
A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.
(2)
A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the department a signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.
History:  1997 a. 79; 2001 a. 44; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0501 - Registered agent and registered office.

181.0501
Registered agent and registered office.
(1m)
Each corporation shall designate and continuously maintain a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve.
(2m)
The registered office may, but need not, be the same as any of its places of business or activity. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering services. The registered agent shall be any of the following:
(a)
A natural person who resides in this state and whose business office is identical with the registered office.
(b)
A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company whose business office is identical with the registered office.
(c)
A foreign corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.
(3m)
A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.
(4m)
The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a)
To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.
(b)
If the registered agent resigns, to provide the notice required by s. 181.0503 to the corporation at the address most recently supplied to the agent by the corporation.
(c)
To keep current the information with respect to the agent in the articles of incorporation.
History:  1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.