181.1604(3) (3)Payment of costs. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
181.1604(4) (4)Restrictions on distribution of records. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
181.1604 History History: 1997 a. 79.
181.1605 181.1605 Limitations on use of membership list. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of a membership list may not be used for any of the following:
181.1605(1) (1)Solicitation. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation.
181.1605(2) (2)Commercial purposes. For any commercial purpose.
181.1605(3) (3)Sale of list. To be sold to or purchased by any person.
181.1605 History History: 1997 a. 79.
181.1620 181.1620 Financial statements for members.
181.1620(1) (1) Member may demand. A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
181.1620(2) (2)Certified public accountant's report or officer's statement. If annual financial statements are reported upon by a certified public accountant licensed or certified under ch. 442, the certified public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's financial accounting records that includes all of the following:
181.1620(2)(a) (a) A statement of the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.
181.1620(2)(b) (b) A description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
181.1620 History History: 1997 a. 79; 2001 a. 16.
181.1621 181.1621 Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or 181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
181.1621 History History: 1997 a. 79.
181.1622 181.1622 Annual report for department.
181.1622(1) (1) Content. Each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the department an annual report that includes all of the following information:
181.1622(1)(a) (a) The name of the domestic corporation or foreign corporation and the state or country under whose law it is incorporated.
181.1622(1)(b) (b) The mailing address of its registered office and the name of its registered agent at that office in this state.
181.1622(1)(c) (c) The mailing address of its current principal office.
181.1622(1)(d) (d) The name and business address of each director and principal officer.
181.1622(1)(e) (e) A brief description of the nature of its business.
181.1622(1)(f) (f) Whether the corporation has members.
181.1622(2) (2)Accuracy. Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic corporation.
181.1622(3) (3)Filing deadline.
181.1622(3)(a)(a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated or domesticated under s. 181.1533, during the calendar year quarter in which the anniversary date of incorporation occurs.
181.1622(3)(b) (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.
181.1622(4) (4)Failure to contain required information. If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with s. 181.0141. 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 the notice under s. 181.0141 (5), the annual report is timely filed.
181.1622(5) (5)Effective date of report. An annual report is effective on the date that it is filed by the department.
181.1622 History History: 1997 a. 79; 2013 a. 20.
subch. XVII of ch. 181 SUBCHAPTER XVII
TRANSITIONAL PROVISIONS
181.1701 181.1701 Applicability of chapter.
181.1701(1) (1) Domestic corporations.
181.1701(1)(a)(a) Except as provided in par. (b), this chapter applies to all corporations in existence on January 1, 1999, that were incorporated under or have elected to become subject to ch. 181, 1995 stats., and all corporations without stock organized under corresponding prior general corporation laws.
181.1701(1)(b) (b) A domestic corporation without stock not organized as provided under par. (a) is not subject to this chapter but may at any time elect to become subject to this chapter by filing restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter.
181.1701(1)(c) (c) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation.
181.1701(1)(d) (d) An industrial development agency formed under s. 59.57 (2) shall, to the extent not inconsistent with that subsection, conduct and administer its business in accordance with this chapter.
181.1701(2) (2)Foreign corporations. This chapter applies to all foreign corporations transacting business in this state beginning on January 1, 1999.
181.1701 History History: 1997 a. 79.
181.1703 181.1703 Saving provisions.
181.1703(1)(1) Effect of repeal. Except as provided in sub. (2), the repeal of a statute by this chapter does not affect any of the following:
181.1703(1)(a) (a) The operation of the statute or any action taken under it before its repeal.
181.1703(1)(b) (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal.
181.1703(1)(c) (c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.
181.1703(1)(d) (d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
181.1703(1)(e) (e) Any meeting of members or the board or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or a board or action by written consent.
181.1703(2) (2)Penalties and punishments. If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
181.1703(3) (3)Reinstatement of dissolved corporation. Section 181.1422 applies to any involuntary or administrative dissolution, even if the dissolution occurred before January 1, 1999.
181.1703 History History: 1997 a. 79; 1999 a. 32.
Loading...
Loading...
2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Oct. 4, 2014. Published and certified under s. 35.18. Changes effective after Oct. 4, 2014 are designated by NOTES. (Published 10-4-14)