Chapter 180

180.0501(1m) (1m) Each corporation shall designate and maintain a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of the corporation’s places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:

180.0501(1m)(a) (a) A natural person who resides in this state and whose business office is identical with the registered office.

180.0501(1m)(b) (b) A domestic corporation, nonprofit or nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office.

180.0501(1m)(c) (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state and the entity’s business office is identical with the registered office.

180.0501(2m) (2m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

180.0501(3m) (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

180.0501(3m)(a) (a) To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.

180.0501(3m)(b) (b) If the registered agent resigns, to provide the notice required by s. 180.0503 to the corporation at the address most recently supplied to the agent by the corporation.

180.0501(3m)(c) (c) To keep current the information with respect to the agent in the articles of incorporation.

180.0501 History History: 1989 a. 303; 1993 a. 112; 1997 a. 79; 2001 a. 44; 2015 a. 295; 2021 a. 258.

180.0502 180.0502 Change of registered office or registered agent.

180.0502(1) (1) A corporation may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that states all of the following:

180.0502(1)(a) (a) The name of the corporation or foreign corporation.

180.0502(1)(b) (b) The information that is to be in effect as a result of the filing of the statement of change.

180.0502(1m) (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.

180.0502(1r) (1r) As an alternative to using the procedure in this section, a corporation may amend or restate its articles of incorporation.

180.0502(3) (3) If the name or e-mail address of a registered agent changes or if the street address of a registered agent’s business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation has been notified of the change and states all of the following:

180.0502(3)(a) (a) The name of the corporation represented by the registered agent.

180.0502(3)(b) (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

180.0502(3)(c) (c) The new name, new e-mail address, or new street address of the agent.

180.0502(5) (5) A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.

180.0502 History History: 1989 a. 303; 1991 a. 269; 1995 a. 27; 2005 a. 476; 2021 a. 258.

180.0503 180.0503 Resignation of registered agent.

180.0503(1) (1) A registered agent may resign as agent for a corporation by delivering to the department for filing a statement of resignation that states all of the following:

180.0503(1)(a) (a) The name of the corporation.

180.0503(1)(b) (b) The name of the agent.

180.0503(1)(c) (c) The address of the corporation’s current registered office and its principal office to which the department will send the notice required by sub. (2).

180.0503(1)(d) (d) That the agent resigns from serving as registered agent for the corporation.

180.0503(1)(e) (e) If applicable, a statement that the registered office is also discontinued.

180.0503(2) (2) After filing the statement, the department shall mail a copy to the corporation at its principal office.

180.0503(3) (3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

180.0503(3)(a) (a) Sixty days after the department receives the statement of resignation for filing.

180.0503(3)(b) (b) The date on which the appointment of a successor registered agent is effective.

180.0503(4) (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

180.0503(5) (5) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

180.0503 History History: 1989 a. 303; 1995 a. 27; 2021 a. 258.

180.0504 180.0504 Service on corporation.

180.0504(1) (1) A corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent’s e-mail address on file with the department, and such notice shall be effective as provided in s. 180.0141.

180.0504(2) (2) Except as provided in sub. (3), if a corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

180.0504(2)(a) (a) The date on which the corporation receives the mail or delivery by the commercial delivery service.

180.0504(2)(b) (b) The date shown on the return receipt, if signed on behalf of the corporation.

180.0504(2)(c) (c) Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if mailed postpaid and correctly addressed and with sufficient postage or payment.

180.0504(3) (3) If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. Except as provided in s. 180.1421 (2m) (b), if the address of the corporation’s principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation’s principal office or registered office, as most recently designated in the records of the department, is located. If the address of the corporation’s principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation’s principal office or registered office, as most recently designated in the records of the department, is located.

180.0504(3m) (3m) Service of process, notice, or demand on a registered agent must be in a written record.

180.0504(4) (4) Service of process, notice, or demand on a registered agent may be made by other means under law other than this chapter.

180.0504 History History: 1989 a. 303; 1995 a. 27; 2011 a. 234; 2021 a. 258.

180.0504 Cross-reference Cross-reference: See also s. 801.11 (5).

subch. VI of ch. 180 SUBCHAPTER VI

SHARES AND DISTRIBUTIONS

180.0601 180.0601 Authorized shares.

180.0601(1) (1) The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue, except that an investment company may prescribe that each class has an indefinite number of authorized shares. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the corporation shall describe in its articles of incorporation the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class unless the class is divided into series.

180.0601(2) (2) The articles of incorporation may create series of shares within a class of shares, except that an investment company may prescribe that each series has an indefinite number of authorized shares. Before the issuance of shares of a series, the corporation shall describe in its articles of incorporation the number of shares of each series that the corporation is authorized to issue or that there is an indefinite number of authorized shares, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

180.0601(3) (3) The articles of incorporation shall authorize all of the following:

180.0601(3)(a) (a) One or more classes of shares that together have unlimited voting rights.

180.0601(3)(b) (b) One or more classes of shares, which may be the same class or classes as those with voting rights under par. (a), that together are entitled to receive the net assets of the corporation upon dissolution.

180.0601(4) (4) The articles of incorporation may authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include, but are not limited to, any of the following:

180.0601(4)(a) (a) Special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter.

180.0601(4)(b) (b) Provisions for the redemption or conversion of the shares under any of the following terms specified by articles of incorporation:

180.0601(4)(b)1. 1. At the option of the corporation, the shareholder or another person, or upon the occurrence of a designated event.

180.0601(4)(b)2. 2. For cash, indebtedness, securities or other property.

180.0601(4)(b)3. 3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

180.0601(4)(c) (c) Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.

180.0601(4)(d) (d) Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

180.0601 History History: 1989 a. 303; 1995 a. 271.

180.0602 180.0602 Terms of class or series determined by board of directors.

180.0602(1) (1) To the extent provided in the articles of incorporation, the board of directors may, within the limits under s. 180.0601, do any of the following:

180.0602(1)(a) (a) Determine with respect to any class of shares the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class.

180.0602(1)(b) (b) Create one or more series within a class, and, with respect to any series, determine the number of shares of the series, the distinguishing designation and the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that series, except that an investment company may prescribe that each series has an indefinite number of authorized shares.

180.0602(1)(c) (c) In the case of an investment company, change the distinguishing designation of a class or series of shares, whether or not shares of the class are issued and outstanding, if the change does not affect the preferences, limitations and relative rights, in whole or in part, of the class or series.

180.0602(2) (2) Before issuing any shares of a class or series under sub. (1), the corporation shall deliver to the department for filing articles of amendment, which are effective without shareholder action, that include all of the following information:

180.0602(2)(a) (a) The name of the corporation.

180.0602(2)(b) (b) The text of the amendment determining the terms of the class or series of shares.

180.0602(2)(c) (c) The number of shares of the class or series of shares created, except that an investment company may prescribe that each class and each series have an indefinite number of authorized shares.

180.0602(2)(d) (d) A statement that none of the shares of the class or series has been issued, except that this statement is not required if the only amendment to the articles of incorporation is made pursuant to sub. (1) (c).

180.0602(2)(e) (e) The date that the amendment was adopted.

180.0602(2)(f) (f) A statement that the amendment was adopted by the board of directors and that shareholder action was not required.

180.0602(3) (3) 

180.0602(3)(a) (a) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke the distinguishing designation of the class or series and the preferences, limitations, or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose and filing with the department revised articles of amendment that comply with sub. (2). Except as provided in par. (b), a distinguishing designation, preference, limitation, or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the distinguishing designation, preference, limitation, or relative right, except by amendment of the articles of incorporation under s. 180.1003.

180.0602(3)(b) (b)

180.0602(3)(b)1. 1. Except as otherwise provided in this subdivision, after the articles of amendment are filed under sub. (2), the board of directors may decrease the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The shares specified in the resolution shall resume the status applicable to them immediately before their inclusion in the class or series. The board of directors may not decrease the number of shares under this subdivision below the number of such shares that are outstanding.

180.0602(3)(b)2. 2. After the articles of amendment are filed under sub. (2), if no shares of the class or series that is the subject of the articles of amendment are outstanding, the board of directors may eliminate from the articles of incorporation all matters set forth in the articles of amendment with respect to that class or series by adopting another resolution for that purpose. The board of directors shall prepare a certificate setting forth the content of any resolution under this subdivision, stating that none of the authorized shares of the class or series are outstanding, and stating that no such shares will be issued under the articles of amendment and shall deliver the signed certificate to the department for filing. A resolution under this subdivision takes effect upon receipt of the certificate by the department and has the effect of eliminating from the articles of incorporation all matters set forth in the articles of amendment with respect to the applicable class or series.

180.0602(3)(b)3. 3. Except as otherwise provided in this subdivision, after the articles of amendment are filed under sub. (2), the board of directors may increase the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The board of directors may not increase the number of shares under this subdivision to be greater than the total number of authorized shares of the class or series as specified in the articles of incorporation.

180.0602 History History: 1989 a. 303; 1995 a. 27, 271; 2005 a. 476.

180.0603 180.0603 Issued and outstanding shares.

180.0603(1) (1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. If an investment company has authorized an indefinite number of shares, there is no limit on the number of shares that the investment company may issue. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.

180.0603(2) (2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of sub. (3) and to s. 180.0640.

180.0603(3) (3) At all times that shares of the corporation are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares, which may be the same share or shares as those with unlimited voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

180.0603 History History: 1989 a. 303; 1995 a. 271.

180.0604 180.0604 Fractional shares.