Resignation of registered agent of foreign corporation.
Service on foreign corporation.
Withdrawal of foreign corporation.
Grounds for revocation.
Procedure for and effect of revocation.
Appeal from revocation.
Domestication of a foreign corporation.
RECORDS AND REPORTS
Inspection of records by members.
Scope of inspection rights.
Limitations on use of membership list.
Financial statements for members.
Report of indemnification to members.
Annual report for department.
Applicability of chapter.
In this chapter:
"Articles of incorporation" includes amended and restated articles of incorporation and articles of domestication.
"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.
"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.
"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.
"Corporation" or "domestic corporation" means, except as used in subs. (13)
, a nonstock corporation, including a nonprofit corporation, that is subject to the provisions of this chapter, except a foreign corporation.
"Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.
"Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
"Department" means the department of financial institutions.
"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.
"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.
"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.
"Employee" does not include an officer or director who is not otherwise employed by the corporation.
"Entity" means any person other than a natural person.
"Foreign corporation" means a nonstock corporation organized under a law other than the law of this state.
"Individual" means a natural person. Except in ss. 181.0802
, "individual" includes the estate of an individual adjudicated incompetent or a deceased natural person.
"Member" means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.
"Membership" means the rights and obligations that a member has under a corporation's articles of incorporation and bylaws and this chapter.
"Nonprofit corporation" means a corporation that does not make distributions, except as authorized under s. 181.1302 (1)
"Nonstock corporation" means a corporation without capital stock.
"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.
"Proceeding" includes a civil suit and criminal, administrative and investigatory action.
"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.
"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.
"Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
"Stock corporation" means a corporation with capital stock.
"Vote" includes authorization by written ballot and written consent.
History: 1997 a. 79
; 2001 a. 44
; 2005 a. 387
The New Nonstock Corporation Law. Seehawer. Wis. Law. Oct. 1998.
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)
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. 181.0122
(2) Filing by department.
The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are 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.
History: 1997 a. 79
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. 181.1503
An application for a certificate of conversion under s. 181.1161 (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
(2) Permissive forms.
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. 181.1105
, 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
History: 1997 a. 79
; 2001 a. 44
; 2005 a. 476
Filing and service fees. 181.0122(1)
Filing fee schedule.
Except as provided under sub. (5)
, the department shall collect the following fees when the documents described in this subsection are delivered to the department for filing or, under pars. (e)
, when the telephone applications are made: