181.1030 Approval by 3rd persons.
SUBCHAPTER XI
MERGER
181.1101 Approval of plan of merger.
181.1103 Action on plan by board, members and 3rd persons.
181.1104 Merger of subsidiary.
181.1105 Articles of merger.
181.1106 Effect of merger.
181.1107 Merger with foreign corporation or foreign stock corporation.
181.1108 Bequests, devises and gifts.
181.1150 Conversion of cooperative.
SUBCHAPTER XII
SALE OF ASSETS
181.1201 Sale of assets in regular course of activities and mortgage of assets.
181.1202 Sale of assets other than in regular course of activities.
SUBCHAPTER XIII
DISTRIBUTIONS
181.1301 Prohibited distributions.
181.1302 Authorized distributions.
SUBCHAPTER XIV
DISSOLUTION
181.1401 Dissolution by incorporators, directors, members and 3rd persons.
181.1403 Articles of dissolution.
181.1404 Revocation of dissolution.
181.1405 Effect of dissolution.
181.1406 Known claims against dissolved corporation.
181.1407 Survival of remedies and claims.
181.1420 Grounds for administrative dissolution.
181.1421 Procedure for and effect of administrative dissolution.
181.1422 Reinstatement following administrative dissolution.
181.1423 Appeal from denial of reinstatement.
181.1430 Grounds for judicial dissolution.
181.1431 Procedure for judicial dissolution.
181.1432 Receivership or custodianship.
181.1433 Decree of dissolution.
181.1440 Deposit with state treasurer.
SUBCHAPTER XV
FOREIGN CORPORATIONS
181.1501 Authority to transact business required.
181.1502 Consequences of transacting business without authority.
181.1503 Application for certificate of authority.
181.1504 Amended certificate of authority.
181.1505 Effect of certificate of authority.
181.1506 Corporate name of foreign corporation.
181.1507 Registered office and registered agent.
181.1508 Change of registered office or registered agent of foreign corporation.
181.1509 Resignation of registered agent of foreign corporation.
181.1510 Service on foreign corporation.
181.1520 Withdrawal of foreign corporation.
181.1530 Grounds for revocation.
181.1531 Procedure for and effect of revocation.
181.1532 Appeal from revocation.
181.1533 Domestication of a foreign corporation.
SUBCHAPTER XVI
RECORDS AND REPORTS
181.1601 Corporate records.
181.1602 Inspection of records by members.
181.1603 Scope of inspection rights.
181.1604 Court-ordered inspection.
181.1605 Limitations on use of membership list.
181.1620 Financial statements for members.
181.1621 Report of indemnification to members.
181.1622 Annual report for department.
SUBCHAPTER XVII
TRANSITIONAL PROVISIONS
181.1701 Applicability of chapter.
181.1703 Saving provisions.
GENERAL PROVISIONS
181.0103
181.0103
Definitions. In this chapter:
181.0103(1)
(1) "Articles of incorporation" includes amended and restated articles of incorporation and articles of domestication.
181.0103(2)
(2) "Board" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.
181.0103(3)
(3) "Bylaws" means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated.
181.0103(4)
(4) "Class" means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships.
181.0103(5)
(5) "Corporation" or "domestic corporation" means, except as used in
subs. (13) and
(18), a nonstock corporation, including a nonprofit corporation, that is subject to the provisions of this chapter, except a foreign corporation.
181.0103(6)
(6) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.
181.0103(7)
(7) "Delivery" means personal delivery or delivery by mail, facsimile or other electronic means.
181.0103(8)
(8) "Department" means the department of financial institutions.
181.0103(9)
(9) "Director" means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals' successors, and an individual elected or appointed by any other name or title to act as a member of the board.
181.0103(10)
(10) "Distribution" means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.
181.0103(11)
(11) "Employee" does not include an officer or director who is not otherwise employed by the corporation.
181.0103(12)
(12) "Entity" means any person other than a natural person.
181.0103(13)
(13) "Foreign corporation" means a nonstock corporation organized under a law other than the law of this state.
181.0103(14)
(14) "Individual" means a natural person. Except in
ss. 181.0802 and
181.0840, "individual" includes the estate of an incompetent or deceased natural person.
181.0103(15)
(15) "Member" means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.
181.0103(16)
(16) "Membership" means the rights and obligations that a member has under a corporation's articles of incorporation and bylaws and this chapter.
181.0103(17)
(17) "Nonprofit corporation" means a corporation that does not make distributions, except as authorized under
s. 181.1302 (1),
(2) and
(3).
181.0103(18)
(18) "Nonstock corporation" means a corporation without capital stock.
