180.0302(14) (14) Transact any lawful business that will aid governmental policy.
180.0302(15) (15) Make payments or donations, or do any other act, not prohibited by law, that furthers the business and affairs of the corporation.
180.0302(16) (16) Provide benefits or payments to directors, officers and employees of the corporation or its subsidiaries, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employees to the corporation or its subsidiaries.
180.0302 History History: 1989 a. 303.
180.0302 Annotation A ch. 180 corporation cannot offer general trust services to the public, notwithstanding compliance with 223.105. 78 Atty. Gen. 153.
180.0303 180.0303 Emergency powers.
180.0303(1)(1) In this section, "emergency" has the meaning given in s. 180.0207 (1).
180.0303(2) (2) In anticipation of or during an emergency, the board of directors of a corporation may do all of the following:
180.0303(2)(a) (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent.
180.0303(2)(b) (b) Relocate the principal office or designate alternative principal offices or regional offices, or authorize the officers to do so.
180.0303(3) (3) Unless emergency bylaws adopted under s. 180.0207 provide otherwise, all of the following apply to a meeting of the board of directors during an emergency:
180.0303(3)(a) (a) Notwithstanding s. 180.0822 (2), the corporation need give notice of the meeting 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.
180.0303(3)(b) (b) Notwithstanding s. 180.0824 (1) and (2), one or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
180.0303(4) (4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in anticipation of or during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.
180.0303 History History: 1989 a. 303; 1991 a. 16.
180.0304 180.0304 Lack of corporate power.
180.0304(1) (1) Except as provided in sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act.
180.0304(2) (2) A corporation's power to act may be challenged in any of the following proceedings:
180.0304(2)(a) (a) In a proceeding by a shareholder against the corporation to enjoin the act.
180.0304(2)(b) (b) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.
180.0304(2)(c) (c) In a proceeding by the attorney general under s. 180.1430 (1).
180.0304(3) (3) In a shareholder's proceeding under sub. (2) (a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
180.0304 History History: 1989 a. 303.
subch. IV of ch. 180 SUBCHAPTER IV
NAME
180.0401 180.0401 Corporate name.
180.0401(1)(a)(a) The corporate name of a corporation:
180.0401(1)(a)1. 1. Shall contain the word "corporation", "incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like import in another language, except as provided in par. (b) or s. 180.1907.
180.0401(1)(a)2. 2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by s. 180.0301 and its articles of incorporation.
180.0401(1)(b) (b) A corporation in existence on January 1, 1991, need not change its name to comply with par. (a) 1.
180.0401(2)(a)(a) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:
180.0401(2)(a)1. 1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.
180.0401(2)(a)2. 2. A corporate name reserved or registered under s. 180.0402, 180.0403, 181.0402 or 181.0403.
180.0401(2)(a)3. 3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.
180.0401(2)(a)4. 4. The fictitious name adopted by a foreign corporation or a foreign nonstock corporation authorized to transact business in this state.
180.0401(2)(a)5. 5. The corporate name of a nonstock corporation incorporated in this state.
180.0401(2)(a)6. 6. The name of a limited partnership formed under the laws of, or registered in, this state.
180.0401(2)(a)7. 7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.
180.0401(2)(a)8. 8. The name of a limited liability company organized under the laws of, or registered in, this state.
180.0401(2)(a)9. 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.
180.0401(2)(b) (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.
180.0401(3) (3) A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:
180.0401(3)(a) (a) The other corporation or the foreign corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.
180.0401(3)(b) (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
180.0401(4) (4) A corporation may use the name, including the fictitious name, that is used in this state by another domestic corporation or a foreign corporation authorized to transact business in this state if the corporation proposing to use the name has done any of the following:
180.0401(4)(a) (a) Merged with the other domestic corporation or foreign corporation.
180.0401(4)(b) (b) Been formed by reorganization of the other domestic corporation or foreign corporation.
180.0401(4)(c) (c) Acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.
180.0402 180.0402 Reserved name.
180.0402(1)(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 or by making a telephone application. 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.
180.0402(2) (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 written and signed notice of the transfer that states the name and address of the transferee.
180.0402 History History: 1989 a. 303; 1993 a. 214; 1995 a. 27; 2001 a. 44.
180.0403 180.0403 Registered name.
180.0403(1)(a)(a) A foreign corporation may register its corporate name if the name is distinguishable upon the records of the department from the names described in s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation delivers to the department for filing an application complying with par. (b).
180.0403(1)(b) (b) A foreign corporation's application to register a corporate name shall be accompanied by a certificate of status or similar document from the state or country of incorporation and shall include all of the following information:
180.0403(1)(b)1. 1. The foreign corporation's corporate name.
180.0403(1)(b)2. 2. The state or country and the date of its incorporation.
180.0403(1)(b)3. 3. The street address of its principal office.
180.0403(1)(c) (c) The registration expires December 31. The foreign corporation may renew its registration by delivering to the department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The renewal application when filed renews the registration for the next year.
180.0403(2) (2) A domestic corporation or a foreign corporation authorized to transact business in this state may, upon merger, change of name or dissolution, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the domestic corporation or foreign corporation, simultaneously with the delivery for filing of the articles of merger or dissolution, the articles of amendment or restated articles that change the corporate name or an application for an amended certificate of authority that changes the corporate name.
180.0403(3) (3) A corporate name is registered under sub. (1) or (2) for the applicant's exclusive use on the effective date of the application.
180.0403(3m) (3m) A person who has the right to exclusive use of a registered name under sub. (1) or (2) may transfer the registration to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.
180.0403(4)(a)(a) A foreign corporation whose registration is effective under sub. (1) may thereafter apply for a certificate of authority under the registered name or consent in writing to the use of that name by a domestic corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority or consents to another foreign corporation obtaining a certificate of authority under the registered name.
180.0403(4)(b) (b) The holder of a registration effective under sub. (2) may thereafter incorporate as a domestic corporation or obtain a certificate of authority under the registered name or consent in writing to use of that name by a domestic corporation thereafter incorporated under this chapter or by a foreign corporation thereafter authorized to transact business in this state. The registration terminates when any of the following occurs:
180.0403(4)(b)1. 1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.
180.0403(4)(b)2. 2. The domestic corporation that has consent to use the registered name is incorporated.
180.0403(4)(b)3. 3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.
180.0403 History History: 1989 a. 303; 1993 a. 331; 1995 a. 27.
subch. V of ch. 180 SUBCHAPTER V
OFFICE AND AGENT
180.0501 180.0501 Registered office and registered agent. Each corporation shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following:
180.0501(1) (1) A natural person who resides in this state and whose business office is identical with the registered office.
180.0501(2) (2) A domestic corporation, a nonstock corporation, a limited partnership, a registered limited liability partnership, or a limited liability company incorporated, registered, or organized in this state, whose business office is identical with the registered office.
180.0501(3) (3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state whose business office is identical with the registered office.
180.0501 History History: 1989 a. 303; 1993 a. 112; 1997 a. 79; 2001 a. 44.
180.0502 180.0502 Change of registered office or registered agent.
180.0502(1)(1) A corporation may change its registered office or registered agent, or both, by doing any of the following:
180.0502(1)(a) (a) Delivering to the department for filing a statement of change.
180.0502(1)(b) (b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of incorporation, in a restatement of its articles of incorporation or in articles of merger.
180.0502(1)(c) (c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.
180.0502(2) (2) Except as provided in sub. (3), a statement of change shall include all of the following information:
180.0502(2)(a) (a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.
180.0502(2)(d) (d) The name of its registered agent, as changed.
180.0502(2)(e) (e) The street address of its registered agent, as changed.
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2011-12 Wisconsin Statutes updated though 2013 Wis. Act 380 and all Supreme Court Orders entered before June 30, 2014. Published and certified under s. 35.18. Changes effective after July 1, 2014 are designated by NOTES. (Published 7-1-14)