Formation of service corporation.
Business corporation law applicable.
Filing articles of incorporation.
Participants; conflict of interest.
Alternative incorporation by one or 2 persons.
Professional relationships and liability.
Continuity; dissolution; stock transfer or redemption.
This chapter may be cited as the "Wisconsin business corporation law".
History: 1989 a. 303
Wisconsin's Business Corporation Law. Williams and Berry. Wis. Law. June, 1990.
Chapter 180 Trailer Bill. DeGuire, Ware and Williams. Wis. Law. July 1991.
LLC and Corporate Law Revisions. Boucher and Sosnowski. Wis. Law. Oct. 1996.
In this chapter, except as otherwise provided:
"Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person.
"Articles of incorporation" includes amended and restated articles of incorporation.
"Authorized shares" means the shares of all classes that a domestic corporation or foreign corporation is authorized to issue.
"Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it, including printing in italics or boldface or contrasting color, or typing in capitals or with underlining.
"Corporation" or "domestic corporation", except as used in sub. (9)
, means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to this chapter. "Corporation" or "domestic corporation" includes, to the extent provided under s. 180.1703
, a corporation with capital stock but not organized for profit.
"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.
"Department", except in subs. (8)
, means the department of financial institutions.
"Distribution" means a direct or indirect transfer by a corporation of money or other property, other than its shares, or an incurrence of indebtedness by a corporation, to or for the benefit of its shareholders in respect to any of its shares, including but not limited to any of the following:
A purchase, redemption or other acquisition of shares.
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
"Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
"Electronic transmission" or "electronically transmitted" means Internet transmission, telephonic transmission, electronic mail transmission, transmission of a telegram, cablegram, or datagram, or any other form or process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval, and reproduction of information by the recipient.
"Entity" includes a domestic corporation; a foreign corporation; a limited liability company; a nonstock corporation; a stock or nonstock cooperative association; an unincorporated cooperative association; a profit or nonprofit unincorporated association; a business trust; an estate; a partnership; a trust; 2 or more persons having a joint or common economic interest; a state or an agency, commission, department, authority, bureau or other instrumentality of a state; a governmental subdivision; the United States; and a foreign government.
"Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state, except a railroad corporation, an association created solely for religious or charitable purposes, an insurer or motor club, a savings and loan association, a savings bank or a common law trust.
"Governmental subdivision" includes a county, city, village, town and special purpose district.
"Individual" includes the estate of an individual adjudicated incompetent or a deceased natural person.
"Investment company" means a corporation that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1
, if the corporation's articles of incorporation state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1
"Person" includes an individual and an entity.
"Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 180.1622
, that is designated as the principal office in its most recent annual report.
"Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
"Shares" means the units into which the proprietary interests in a corporation are divided.
"Signed" or "signature" includes the execution or adoption of a manual, facsimile, conformed, or electronic signature, or any symbol, with intent to authenticate a writing.
"Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
"Treasury shares" means shares of a corporation that have been issued, that have been subsequently acquired by and belong to the corporation and that have not been canceled or restored to the status of authorized but unissued shares.
"United States" includes an authority, bureau, commission, department and any other agency of the United States.
"Voting group" means any of the following:
All shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.
All shares that under the articles of incorporation or this chapter are entitled to vote generally on a matter.
Except as provided in sub. (4)
, a document required or permitted to be filed under this chapter with the department must satisfy all of the following requirements to be filed under s. 180.0125 (2) (a)
Contain the information required by this chapter, although it may also contain other information.
A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.
The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.
Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 180.0122
The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.
An officer of the domestic corporation or foreign corporation.
If directors have not been selected or the corporation has not been formed, an incorporator.
If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.
The person executing a document shall sign it and, beneath or opposite the signature, state his or her name and the capacity in which he or she signs. The document may but need not contain any of the following:
An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.
The department may waive any of the requirements of subs. (1)
if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
The department shall prescribe and furnish on request forms for all of the following documents:
A foreign corporation's application for a certificate of authority to transact business in this state under s. 180.1503
A domestic corporation's or foreign corporation's annual report under s. 180.1622
and a service corporation's annual report under s. 180.1921
An application for a certificate of conversion under s. 180.1161 (5)
. The form prescribed under this subdivision shall indicate that if the business entity that is to be converted has a fee simple ownership interest in Wisconsin real estate, the entity is required to file a report with the department of revenue under s. 73.14
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. If the department prescribes a form for articles of merger under s. 180.1105
, the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under s. 73.14
Filing and service fees. 180.0122(1)
Except as provided under sub. (5)
, the department shall collect the following fees when the documents described in this subsection are delivered for filing or, under pars. (e)
, the telephone applications are made: