180.1506 Corporate name of foreign corporation.
180.1507 Registered office and registered agent of foreign corporation.
180.1508 Change of registered office or registered agent of foreign corporation.
180.1509 Resignation of registered agent of foreign corporation.
180.1510 Service on foreign corporation.
180.1520 Withdrawal of foreign corporation.
180.1530 Grounds for revocation.
180.1531 Procedure for and effect of revocation.
180.1532 Appeal from revocation.
SUBCHAPTER XVI
RECORDS AND REPORTS
180.1601 Corporate records.
180.1602 Inspection of records by shareholders.
180.1603 Scope of inspection right.
180.1604 Court-ordered inspection.
180.1620 Financial statements for shareholders.
180.1622 Annual report for department of financial institutions.
SUBCHAPTER XVII
APPLICATION OF THIS CHAPTER
180.1703 Application to domestic corporations.
180.1704 Application to foreign corporations.
180.1705 Existing preemptive rights preserved.
180.1706 Certain voting requirements preserved.
180.1707 Certain class voting rights preserved.
180.1708 Applicability of various provisions.
180.1709 Reorganization as ch.
181 corporation.
SUBCHAPTER XVIII
STATUTORY CLOSE CORPORATIONS
180.1805 Share transfer restrictions.
180.1807 Transfer after corporation's first refusal.
180.1809 Notice of statutory close corporation status.
180.1811 Transfer of shares in breach of transfer restrictions.
180.1813 Merger, share exchange and sale of assets.
180.1815 Termination of statutory close corporation status.
180.1817 Effect of termination of statutory close corporation status.
180.1819 Payment for shares.
180.1821 Election not to have a board of directors.
180.1823 Agreements among shareholders.
180.1824 Irrevocable proxies.
180.1829 Shareholder sale option at death.
180.1831 Shareholder option to dissolve corporation.
180.1833 Power of court to grant relief.
180.1834 Greater quorum or voting requirements.
180.1835 Limited liability.
180.1837 Officers; execution of documents.
SUBCHAPTER XIX
SERVICE CORPORATIONS
180.1903 Formation of service corporation.
180.1905 Business corporation law applicable.
180.1909 Filing articles of incorporation.
180.1911 Participants; conflict of interest.
180.1913 Alternative incorporation by one or 2 persons.
180.1915 Professional relationships and liability.
180.1917 Corporate agents.
180.1919 Continuity; dissolution; stock transfer or redemption.
GENERAL PROVISIONS
180.0101
180.0101
Title. This chapter may be cited as the "Wisconsin business corporation law".
180.0101 History
History: 1989 a. 303.
180.0101 Annotation
Wisconsin's Business Corporation Law. Williams and Berry. Wis. Law. June, 1990.
180.0101 Annotation
Chapter 180 Trailer Bill. DeGuire, Ware and Williams. Wis. Law. July 1991.
180.0101 Annotation
LLC and Corporate Law Revisions. Boucher and Sosnowski. Wis. Law. Oct. 1996.
180.0103
180.0103
Definitions. In this chapter, except as otherwise provided:
180.0103(1)
(1) "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.
180.0103(2)
(2) "Articles of incorporation" includes amended and restated articles of incorporation.
180.0103(3)
(3) "Authorized shares" means the shares of all classes that a domestic corporation or foreign corporation is authorized to issue.
180.0103(4)
(4) "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.
180.0103(5)
(5) "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.
180.0103(6m)
(6m) "Department", except in
subs. (8) and
(18), means the department of financial institutions.
180.0103(7)
(7) "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:
180.0103(7)(b)
(b) A purchase, redemption or other acquisition of shares.
180.0103(8)
(8) "Entity" includes a domestic corporation; a foreign corporation; a limited liability company; a nonstock corporation; a stock or nonstock 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.
180.0103(9)
(9) "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.
180.0103(10)
(10) "Governmental subdivision" includes a county, city, village, town and special purpose district.
180.0103(11)
(11) "Individual" includes the estate of an incompetent or deceased natural person.
180.0103(11e)
(11e) "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 to
80a-64, 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 to
80a-64.
180.0103(11m)
(11m) "Person" includes an individual and an entity.