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) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
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(10m)
(10m) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
181.0103(10p)
(10p) "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.
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 individual adjudicated incompetent or a 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.
181.0103(19)
(19) "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. 181.1622, that is designated as the principal office in its most recent annual report.
181.0103(20)
(20) "Proceeding" includes a civil suit and criminal, administrative and investigatory action.
181.0103(21)
(21) "Record date" means the date established under
s. 181.0707 on which a corporation determines the identity of its members for the purposes of this chapter.
181.0103(22)
(22) "Secretary" means the corporate officer to whom the board has delegated responsibility under
s. 181.0840 (1) for custody of the minutes of the board's meetings and members' meetings and for authenticating the records of the corporation.
181.0103(23)
(23) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
181.0103(24)
(24) "Stock corporation" means a corporation with capital stock.
181.0103(25)
(25) "Vote" includes authorization by written ballot and written consent.
181.0103 History
History: 1997 a. 79;
2001 a. 44;
2005 a. 387.
181.0103 Annotation
The New Nonstock Corporation Law. Seehawer. Wis. Law. Oct. 1998.
181.0120(1)
(1)
General requirements. 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. 181.0125 (2) (a):
181.0120(1)(a)
(a) Contain the information required by this chapter, although it may also contain other information.
181.0120(1)(c)1.
1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.
181.0120(1)(c)2.
2. 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.
