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10(13) Benefit plans. Provide benefits or payments to directors, officers and
11employes of the corporation, its subsidiaries or its affiliates, and to their estates,
12families, dependents or beneficiaries, in recognition of the past services of the
13directors, officers and employes to the corporation, its subsidiaries or its affiliates.
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14(14) Compensation. Establish reasonable compensation for all directors for
15services to the corporation as directors, officers or otherwise. Unless otherwise
16provided in the articles of incorporation or bylaws, the board of directors, by the
17affirmative vote of a majority of the directors then in office and irrespective of any
18personal interest of any of its members, may establish reasonable compensation for
19all directors for such services or delegate this authority to an appropriate committee.
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20(15) Donations. Make donations and otherwise devote its resources for the
21public welfare or for charitable, scientific, educational, humanitarian, philanthropic
22or religious purposes.
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23(16) Dues. Impose dues, assessments, admission and transfer fees upon its
24members.
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1(17) Admission of members. Establish conditions for admission of members,
2admit members and issue memberships.
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3(18) Businesses. Carry on a business.
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4(19) Other. Do all things necessary or convenient, not inconsistent with law,
5to further the activities and affairs of the corporation.
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6181.0303 Emergency powers. (1) Definition. In this section, "emergency"
7has the meaning given in s. 181.0207 (1).
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8(2) Powers. In anticipation of or during an emergency, the board or members
9of a corporation may do all of the following:
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(a) Modify lines of succession to accommodate the incapacity of a director,
11officer, employe or agent.
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(b) Relocate the principal office, designate alternative principal offices or
13regional offices, or authorize the officers to do so.
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14(3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide
15otherwise, all of the following apply to a meeting of the board during an emergency:
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(a) The corporation need give notice of a meeting of the board only to those
17directors whom it is practicable to reach and the corporation may give notice in any
18practicable manner, including by publication and radio.
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(b) One or more officers of the corporation present at a meeting of the board may
20be considered to be a director for the meeting, in order of rank and within the same
21rank in order of seniority, as necessary to achieve a quorum.
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22(4) Action taken during emergency. Corporate action taken in good faith
23during an emergency under this section to further the ordinary affairs of the
24corporation binds the corporation and may not be used to impose liability on a
25corporate director, officer, member, employe or agent.
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1181.0304 Effect of unauthorized corporate acts. No act of a corporation
2and no conveyance or transfer of real or personal property to or by a corporation shall
3be invalid by reason of the fact that the corporation was without capacity or power
4to do such act or to make or receive such conveyance or transfer, except that lack of
5capacity or power may be asserted in all of the following cases:
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6(1) Proceedings by members or directors. A proceeding by a member or
7director against the corporation to enjoin the doing of any act or the transfer of real
8or personal property by or to the corporation. If the unauthorized acts or transfer
9sought to be enjoined is being, or is to be, performed or made pursuant to any contract
10to which the corporation is a party, the court may, if all of the parties to the contract
11are parties to the proceeding, and if the court considers the same to be equitable, set
12aside and enjoin the performance of the contract. The court may allow to the
13corporation or to the other parties to the contract, as the case may be, compensation
14for the loss or damage sustained by either of them as a result of the action of the court
15in setting aside and enjoining the performance of the contract. Anticipated profits
16to be derived from the performance of the contract may not be awarded by the court
17as a loss or damage sustained.
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18(2) Proceedings by the corporation. A proceeding by the corporation, whether
19acting directly or through a receiver, trustee or other legal representative, or through
20members in a representative suit, against the incumbent or former officers or
21directors of the corporation.
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22(3) Proceedings by the attorney general. A proceeding by the attorney
23general, as provided in this chapter, to dissolve the corporation, or a proceeding by
24the attorney general to enjoin the corporation from performing unauthorized acts.
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1181.0320 Private foundations. (1) Prohibited acts. A private foundation,
2as defined in section
509 (a) of the Internal Revenue Code, may not do any of the
3following:
SB423,52,64(a) Engage in any act of self-dealing, as defined in section
4941 (d) of the
5Internal Revenue Code, which would give rise to any liability for the tax imposed by
6section
4941 (a) of the Internal Revenue Code.
SB423,52,97(b) Retain any excess business holdings, as defined in section
4943 (c) of the
8Internal Revenue Code, which would give rise to any liability for the tax imposed by
9section
4943 (a) of the Internal Revenue Code.
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(c) Make any investment which would jeopardize the carrying out of any of its
11exempt purposes, within the meaning of section
4944 of the Internal Revenue Code,
12so as to give rise to any liability for the tax imposed by section
4944 (a) of the Internal
13Revenue Code.
SB423,52,1614(d) Make any taxable expenditures, as defined in section
4945 (d) of the
15Internal Revenue Code, which would give rise to any liability for the tax imposed by
16section
4945 (a) of the Internal Revenue Code.
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17(2) Required distributions. Each corporation that is a private foundation, as
18defined in section
509 of the Internal Revenue Code, shall distribute, for the purposes
19specified in its articles of organization, for each taxable year, amounts at least
20sufficient to avoid liability for the tax imposed by section
4942 (a) of the Internal
21Revenue Code.
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22(3) Exceptions. Subsections (1) and (2) do not apply to any corporation to the
23extent that a court of competent jurisdiction shall determine that such application
24would be contrary to the terms of the articles of organization or other instrument
1governing such corporation or governing the administration of charitable funds held
2by it and that the same may not properly be changed to conform to such subsections.
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3(4) Powers of courts and attorney general. This section does not impair the
4rights and powers of the courts or the attorney general of this state with respect to
5any corporation.
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6181.0330 Offer and sale of securities. A corporation or a foreign corporation
7may not offer or sell any of its securities in this state, unless the securities are
8registered under ch. 551 or unless the securities or the offer or sale of the securities
9is exempt from registration under ch. 551.
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Subchapter IV
11
Name
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12181.0401 Corporate name. (1) General requirements. (a) The corporate
13name of a corporation:
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1. Shall contain the word "corporation", "incorporated", "company" or "limited"
15or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like
16import in another language, except as provided in par. (b).
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2. May not contain language stating or implying that the corporation is
18organized for a purpose other than that permitted by s. 181.0301 and its articles of
19incorporation.
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(b) A corporation in existence on the effective date of this paragraph .... [revisor
21inserts date], need not change its name to comply with par. (a) 1.
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22(2) Distinguishability. (a) Except as provided in subs. (3) and (4), the corporate
23name of a domestic corporation must be distinguishable upon the records of the
24department from all of the following names:
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11. The corporate name of a domestic corporation or a foreign corporation
2authorized to transact business in this state.
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2. The corporate name of a stock corporation or a foreign stock corporation
4authorized to transact business in this state.
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3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183
6or 185.
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4. The corporate name of a dissolved corporation or stock corporation that has
8retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3),
9respectively.
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5. The fictitious name adopted by a foreign corporation or a foreign stock
11corporation authorized to transact business in this state.
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6. The name of a limited partnership formed under the laws of, or registered
13in, this state.
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7. The name of a cooperative association incorporated or authorized to transact
15business in this state.
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8. The name of a limited liability company organized under the laws of, or
17registered in, this state.
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9. The name of a limited liability partnership formed under the laws of, or
19registered in, this state.
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(b) The corporate name of a corporation is not distinguishable from a name
21referred to in par. (a) 1. to 9. if the only difference between it and the other name is
22the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words
23"limited partnership", "limited liability partnership", "cooperative" or "limited
24liability company" or an abbreviation of these words.
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1(3) Application to use nondistinguishable name. A corporation may apply to
2the department for authorization to use a name that is not distinguishable upon the
3records of the department from one or more of the names described in sub. (2). The
4department shall authorize use of the name applied for if any of the following occurs:
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(a) The other corporation or the foreign corporation, limited liability company,
6stock corporation, limited partnership, limited liability partnership or cooperative
7association consents to the use in writing and submits an undertaking in a form
8satisfactory to the department to change its name to a name that is distinguishable
9upon the records of the department from the name of the applicant.
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(b) The applicant delivers to the department a certified copy of a final judgment
11of a court of competent jurisdiction establishing the applicant's right to use the name
12applied for in this state.
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13(4) Corporate reorganizations. A corporation may use the name, including
14the fictitious name, that is used in this state by another domestic or foreign
15corporation or stock corporation authorized to transact business in this state if the
16corporation proposing to use the name has done any of the following:
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(a) Merged with the other domestic or foreign corporation or stock corporation.
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(b) Been formed by reorganization of the other domestic or foreign corporation
19or stock corporation.
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(c) Acquired all or substantially all of the assets, including the corporate name,
21of the other domestic or foreign corporation or stock corporation.
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22181.0402 Reserved name. (1) Reservation of names. A person may reserve
23the exclusive use of a corporate name, including a fictitious name for a foreign
24corporation whose corporate name is not available, by delivering an application to
25the department for filing or by making a telephone application. The application shall
1include the name and address of the applicant and the name proposed to be reserved.
2If the department finds that the corporate name applied for under this subsection is
3available, the department shall reserve the name for the applicant's exclusive use for
4a 120-day period, which may be renewed by the applicant or a transferee under sub.
5(2) from time to time. If an application to reserve a name or to renew a reserved name
6is made by telephone, the department shall cancel the reservation or renewal if the
7department does not receive the fee required under s. 181.0122 (1) (e) or (f) within
815 business days after the application is made.
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9(2) Transfer of reserved name. A person who has the right to exclusive use
10of a reserved corporate name under sub. (1) may transfer the reservation to another
11person by delivering to the department a written and signed notice of the transfer
12that states the name and address of the transferee.
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13181.0403 Registered name. (1) By foreign corporation. (a) A foreign
14corporation may register its corporate name if the name is distinguishable upon the
15records of the department from the names described in s. 181.1506 (2) and if the
16foreign corporation delivers to the department for filing an application complying
17with par. (b).
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(b) A foreign corporation's application to register a corporate name shall be
19accompanied by a certificate of status or similar document from the state or country
20of incorporation and shall include all of the following information:
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1. The foreign corporation's corporate name.
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2. The state or country and the date of its incorporation.
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3. The street address of its principal office.
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(c) The registration expires December 31. The foreign corporation may renew
25its registration by delivering to the department for filing a renewal application,
1which complies with par. (b), between October 1 and December 31 of each year that
2the registration is in effect. The renewal application when filed renews the
3registration for the next year.
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4(2) Merger, name change or dissolution. (a) A corporation may, upon merger,
5change of name or dissolution, register its corporate name for no more than 10 years
6by delivering to the department for filing an application, executed by the corporation,
7simultaneously with the delivery for filing of the articles of merger, the articles of
8dissolution, or the articles of amendment or the restated articles of incorporation
9that change the corporate name.
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(b) A foreign corporation may, upon change of name, register its corporate name
11for no more than 10 years by delivering to the department for filing an application,
12executed by the foreign corporation, simultaneously with the delivery for filing of an
13application for an amended certificate of authority that changes the corporate name.
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14(3) Effective date. A corporate name is registered under sub. (1) or (2) for the
15applicant's exclusive use on the effective date of the application.
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16(3m) Transfer of registered name. A person who has the right to exclusive
17use of a registered name under sub. (1) or (2) may transfer the registration to another
18person by delivering to the department a written and signed notice of the transfer
19that states the name and address of the transferee.
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20(4) Termination of registered name. (a) A foreign corporation whose
21registration is effective under sub. (1) may thereafter apply for a certificate of
22authority under the registered name or consent in writing to the use of that name
23by a domestic corporation thereafter incorporated under this chapter or by another
24foreign corporation thereafter authorized to transact business in this state. The
25registration terminates when the domestic corporation is incorporated or the foreign
1corporation obtains a certificate of authority or consents to another foreign
2corporation obtaining a certificate of authority under the registered name.
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(b) The holder of a registration effective under sub. (2) may thereafter
4incorporate as a domestic corporation or obtain a certificate of authority under the
5registered name or consent in writing to use of that name by a domestic corporation
6thereafter incorporated under this chapter or by a foreign corporation thereafter
7authorized to transact business in this state. The registration terminates when any
8of the following occurs:
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1. The holder incorporates as a domestic corporation or obtains a certificate of
10authority under the registered name.
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2. The domestic corporation that has consent to use the registered name is
12incorporated.
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3. The holder consents to another foreign corporation obtaining a certificate of
14authority under the registered name.
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Subchapter V
16
Office and agent
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17181.0501 Registered office and registered agent. Each corporation shall
18continuously maintain in this state a registered office and registered agent. The
19registered office may, but need not, be the same as any of its places of business. The
20registered agent shall be any of the following:
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21(1) Individuals. An individual who resides in this state and whose business
22office is identical with the registered office.
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23(2) Domestic entities. A domestic corporation, stock corporation or limited
24liability company, incorporated or organized in this state, whose business office is
25identical with the registered office.
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1(3) Foreign entities. A foreign corporation, stock corporation or limited
2liability company, authorized to transact business in this state, whose business office
3is identical with the registered office.
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4181.0502 Change of registered office or registered agent. (1) Methods
5of changing office or agent. A corporation may change its registered office or
6registered agent, or both, by doing any of the following:
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(a) Delivering to the department for filing a statement of change.
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(b) Including the name of its registered agent and the street address of its
9registered office, as changed, in articles of amendment to its articles of incorporation,
10in a restatement of its articles of incorporation or in articles of merger.
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(c) If a domestic corporation, including the name of its registered agent and the
12street address of its registered office, as changed, in its annual report under s.
13181.1622. A change under this paragraph is effective on the date on which the
14annual report is filed by the department.
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15(2) Contents of statement of change. Except as provided in sub. (3), a
16statement of change shall include all of the following information:
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(a) The name of the corporation and, if applicable, a statement that the
18corporation is incorporated under this chapter.
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(b) The name of its registered agent, as changed.
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(c) The street address of its registered agent, as changed.
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(d) A statement that after the change or changes are made, the street addresses
22of its registered office and the business office of its registered agent will be identical.
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23(3) Registered agent change of address. If a registered agent changes the
24street address of his or her business office, he or she may change the street address
25of the registered office of any corporation for which he or she is the registered agent
1by notifying the corporation in writing of the change and by signing, either manually
2or in facsimile, and delivering to the department for filing a statement that complies
3with sub. (2) and recites that the corporation has been notified of the change.
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4181.0503 Resignation of registered agent. (1) Statement of resignation.
5The registered agent of a corporation may resign by signing and delivering to the
6department for filing a statement of resignation that includes all of the following
7information:
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(a) The name of the corporation for which the registered agent is acting.
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(b) The name of the registered agent.
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(c) The street address of the corporation's current registered office and its
11principal office.
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(d) A statement that the registered agent resigns.
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(e) If applicable, a statement that the registered office is also discontinued.