Feed for /1995/statutes/statutes/180 PDF
180.1833(2)(a)(a) If the court finds that one or more of the conditions specified in sub. (1) exist, it shall grant appropriate relief, including any of the following:
180.1833(2)(a)1. 1. Canceling, altering or enjoining any resolution or other act of the statutory close corporation.
180.1833(2)(a)2. 2. Directing or prohibiting any act of the corporation or of shareholders, directors, officers or other persons who are party to the action.
180.1833(2)(a)3. 3. Canceling or altering the articles of incorporation or bylaws of the corporation.
180.1833(2)(a)4. 4. Removing from office any director or officer, or ordering that a person be appointed a director or officer.
180.1833(2)(a)5. 5. Requiring an accounting with respect to any matters in dispute.
180.1833(2)(a)6. 6. Appointing a receiver to manage the business and affairs of the corporation.
180.1833(2)(a)7. 7. Appointing a provisional director who shall have all of the rights, powers and duties of a duly elected director and shall serve for the term and under the conditions established by the court.
180.1833(2)(a)8. 8. Ordering the payment of dividends.
180.1833(2)(a)9. 9. If the court finds that it cannot order appropriate relief, ordering that the corporation be liquidated and dissolved unless either the corporation or one or more of the remaining shareholders purchase all of the shares of the petitioning shareholder at their fair value by a designated date, with the fair value and terms of the purchase to be determined under sub. (3).
180.1833(2)(a)10. 10. Ordering dissolution if the court finds that one or more grounds exist for judicial dissolution under s. 180.1430 (2) or that all other relief ordered by the court has failed to resolve the matters in dispute.
180.1833(2)(a)11. 11. Awarding damages to any aggrieved party in addition to, or in lieu of, any other relief granted.
180.1833(2)(b) (b) In determining whether to grant relief under par. (a) 9. or 10., the court shall consider the financial condition of the corporation but may not refuse to order liquidation solely on the grounds that the corporation has net worth or current operating profits.
180.1833(2)(c) (c) If the court determines that a party to a proceeding brought under this section has acted arbitrarily, vexatiously or in bad faith, it may award reasonable expenses, including attorney fees and the costs of any appraisers or other experts, to one or more of the other parties.
180.1833(3) (3)Share purchase.
180.1833(3)(a)(a) If the court orders relief under sub. (2) (a) 9., it shall do all of the following:
180.1833(3)(a)1. 1. Determine the fair value of the shares to be purchased, considering the going concern value of the statutory close corporation, any agreement among the shareholders fixing a price or specifying a formula for determining the value of the corporation's shares for any purpose, the recommendations of any appraisers appointed by the court, any legal constraints on the corporation's ability to acquire the shares to be purchased and other relevant evidence.
180.1833(3)(a)2. 2. Enter an order specifying all of the following:
180.1833(3)(a)2.a. a. The identity of the purchaser by name and the purchaser's status as a current shareholder or 3rd-party purchaser.
180.1833(3)(a)2.b. b. The terms of the purchase found to be proper under the circumstances, including payment of the purchase price in instalments, payment of interest on the instalments, subordination of the obligation to the rights of the corporation's other creditors, security for the deferred purchase price, and a covenant not to compete or other restriction on the selling shareholder.
180.1833(3)(a)3. 3. Order the selling shareholder to deliver all of his or her shares to the court, and order the purchaser to deliver each payment for shares to the court.
180.1833(3)(a)4. 4. Order that after the selling shareholder delivers his or her shares, the shareholder has no rights or claims against the corporation or its directors, officers or shareholders by reason of having been a director, officer or shareholder of the corporation, except the right to receive the unpaid balance of the amount awarded under this section and any amounts due under any agreement with the corporation or the remaining shareholders that are not terminated by the court's orders.
180.1833(3)(a)5. 5. Order dissolution of the corporation if the purchase is not completed as ordered.
180.1833(3)(b) (b) If the share purchase is not consummated and the corporation is dissolved, a shareholder whose shares were to be purchased has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
180.1833(4) (4)Other rights; conditions on exercise.
180.1833(4)(a)(a) Except as provided in pars. (b) and (c), the rights of a shareholder to commence a proceeding under this section are in addition to, and not in lieu of, any other rights or remedies that the shareholder may have.
180.1833(4)(b) (b) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, the shareholder may not commence a proceeding under this section with respect to those matters until he or she has exhausted the nonjudicial remedy.
180.1833(4)(c) (c) If a shareholder has dissenters' rights under this subchapter or s. 180.1302 with respect to proposed corporate action, the shareholder must commence a proceeding under this section before the shareholder is required to give notice of his or her intent to demand payment under s. 180.1321 or to demand payment under s. 180.1323 or the proceeding is barred.
180.1833 History History: 1989 a. 303.
180.1833 Annotation Corporate Control Contests: Judicial Dissolution of Closely Held Corporations. Laufer. Wis. Law. Feb. 1994.
180.1834 180.1834 Greater quorum or voting requirements.
180.1834(1)(1) The articles of incorporation of a statutory close corporation may impose a greater quorum or voting requirement for shareholders, or classes of shareholders, than is required by this chapter.
180.1834(2) (2) An action by shareholders to adopt an amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote required to take action under the largest of the greater quorum or voting requirements then in effect or proposed to be added, changed or deleted.
180.1834(3) (3)Section 180.0727 does not apply to a statutory close corporation.
180.1834 History History: 1989 a. 303.
180.1835 180.1835 Limited liability. The failure of a statutory close corporation to observe usual corporate formalities or requirements relating to the exercise of its corporate powers or the management of its business and affairs is not grounds for imposing personal liability on the shareholders for obligations of the corporation.
180.1835 History History: 1989 a. 303.
180.1837 180.1837 Officers; execution of documents.
180.1837(1) (1) A statutory close corporation may operate and conduct business with one or more officers.
180.1837(2) (2) If an individual holds more than one office in a statutory close corporation, the individual may execute, acknowledge or verify in more than one capacity any instrument required to be executed, acknowledged or verified by the holders of 2 or more offices.
180.1837 History History: 1989 a. 303.
subch. XIX of ch. 180 SUBCHAPTER XIX
SERVICE CORPORATIONS
180.1901 180.1901 Definitions. In ss. 180.1901 to 180.1921:
180.1901(1) (1) "Employe" means an individual who is hired by a service corporation and who is usually and ordinarily considered by custom, practice or law to be rendering professional or other personal services for which a license, certificate, registration or other legal authorization is required. "Employe" does not include any of the following:
180.1901(1)(a) (a) An individual who is hired by a service corporation and who provides services as an administrator, technician, clerk or bookkeeper.
180.1901(1)(b) (b) An individual who performs all of his or her employment for a service corporation under the direct supervision and control of a licensed, registered or certified officer or employe of the service corporation.
180.1901(1m) (1m) "Health care professional" means an individual who is licensed, registered or certified by any of the following:
180.1901(1m)(a) (a) Board of nursing under ch. 441.
180.1901(1m)(am) (am) Chiropractic examining board under ch. 446.
180.1901(1m)(b) (b) Medical examining board under subch. II of ch. 448.
180.1901(1m)(bg) (bg) Physical therapists affiliated credentialing board under subch. III of ch. 448.
180.1901(1m)(br) (br) Dietitians affiliated credentialing board under subch. IV of ch. 448. This paragraph does not apply after June 30, 1999.
180.1901(1m)(c) (c) Optometry examining board under ch. 449.
180.1901(1m)(d) (d) Pharmacy examining board under ch. 450.
180.1901(1m)(e) (e) Psychology examining board under ch. 455.
180.1901(1m)(f) (f) Examining board of social workers, marriage and family therapists and professional counselors under ch. 457.
180.1901(1m)(g) (g) Hearing and speech examining board under subch. II of ch. 459.
180.1901(2) (2) "Service corporation" means a corporation organized under ss. 180.1903 to 180.1921.
180.1901 History History: 1989 a. 303; 1993 a. 473; 1995 a. 167.
180.1903 180.1903 Formation of service corporation.
180.1903(1) (1) 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.
180.1903(2) (2) Professional or other personal services, consultation or advice in any form may be rendered only by directors, officers, agents or employes 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.
180.1903(3) (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.
180.1903(4) (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).
180.1903 History History: 1989 a. 303; 1993 a. 473.
180.1905 180.1905 Business corporation law applicable.
180.1905(1)(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.
180.1905(2) (2)Sections 180.1901 to 180.1921 control in the event of conflicts with any other provision of this chapter.
180.1905 History History: 1989 a. 303.
180.1907 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.
180.1907 History History: 1989 a. 303; 1991 a. 16, 173.
180.1909 180.1909 Filing articles of incorporation. Before commencing operations, a service corporation shall deliver its articles of incorporation to the department for filing.
180.1909 History History: 1989 a. 303; 1995 a. 27.
180.1911 180.1911 Participants; conflict of interest.
180.1911(1) (1) Except as provided in s. 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.
180.1911(2) (2) If any shareholder, director, officer or employe 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.
180.1911 History History: 1989 a. 303; 1993 a. 473.
180.1913 180.1913 Alternative incorporation by one or 2 persons.
180.1913(1)(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.
180.1913(2) (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.
180.1913 History History: 1989 a. 303.
180.1915 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 employes in the same service corporation. A shareholder, director, officer or employe 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, employes 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:
180.1915(1) (1) The liability of a service corporation for the omissions, negligence, wrongful acts, misconduct and malpractice of a shareholder, director, officer or employe while the person, on behalf of the service corporation, provides professional services.
180.1915(2) (2) The personal liability of a shareholder, director, officer or employe 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.
180.1915 History History: 1989 a. 303; 1993 a. 473; 1995 a. 400.
180.1915 Annotation Service corporation and its shareholders are not jointly and severally liable for intentional tort of a shareholder not committed in ordinary course of corporation's business with authority of tortfeasor's fellow shareholders or within tortfeasor's authority in the course of his employment. Anderson v. McBurney, 160 W (2d) 866, 467 NW (2d) 158 (Ct. App. 1991).
180.1917 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 employe, 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.
180.1917 History History: 1989 a. 303.
Loading...
Loading...
This is an archival version of the Wis. Stats. database for 1995. See Are the Statutes on this Website Official?